Based on the Robert Penn Warren novel and following the 1949 film, All the King's Men depicts the rise and fall of Governor Willie Stark (Sean Penn) through the eyes of his right-hand man, former-journalist Jack Burden (Jude Law). Burden follows Stark through his gubernatorial candidacy, and the corruption that follows his ascent to power through demagoguery. Although the film is about the rise and fall of those in power, it also conveys the profound influence that specific events have on an individual's life.

The film begins, with a disorienting flashback. at the start of Stark's political career, where he begins as a small-town mayor. As the story unfolds, Burden brings himself closer to Willie, while the audience, in turn, is brought closer to Jack. A series of redundant flashbacks to Burden's adolescence explains his relationships with his wealthy relatives, and why it is so devastating when he betrays them. The film is also rife with symbolism - his godfather's (Anthony Hopkins) obsession with slingshots brings relevance to the permanence of events, and the repeated placement of three crosses hints of foreshadowing.

The chronological jumps make the film interesting to watch but take a toll on the continuity of the plot. However, the film makes up for its lack of coherence. Although Law never completely comes into his role, Penn is positively magnetic. And the touches added by writer/director Zaillian, who penned Schindler's List, are what truly make the movie worth watching. The cinematography is gorgeous, the music dramatic; it is clear that Zaillian wishes the movie to be read like a book, and he succeeds in his endeavor. All the King's Men might not be the easiest film to sit through, but it's definitely worth the while.