Sean Penn stars, brilliantly, as Willie Stark, a young Louisiana politician plucked by powerful forces to run for governor of the state. The ride to the top has a rough start, as Stark’s campaign – chronicled by reporter Jack Burden (Law), who will eventually go to work for Stark – fails to capture the public’s attention. Only after Willie publicly tosses aside a close aide (James Gandolfini) does he hit his stride as a populist phenomenon, promising roads, bridges and hospitals to his “hick” constituents.

“People are saying God stepped in on Willie Stark’s side,” says one Stark partisan, and the politician takes up the call, exhorting the populace. “If you don’t vote, you don’t matter!” he shouts from his campaign-stop stage. “It’s up to you, and me, and God.”

Though opposed by “oil men,” good-old-boy politicians and a lily-white judiciary, Stark triumphs in his race for governor and promises to pursue an agenda of public works for the underprivileged. “The power’s in the hands of the powerless, and they’ve handed it to me,” he proclaims.

The powerful are not happy. When a judge, who is also a surrogate father to Jack Burden (now employed by Stark), vows to expose Stark as a lawbreaker, the state legislature opens impeachment proceedings against the governor. Stark uses Jack to fight back, asking him to dig up dirt on the man who helped to raise him.

The conflict within Burden over whether to pursue the judge’s past, and what to do with the information discovered, gives the story its moral center. Will Burden follow his conscience and refuse Stark’s demands, at the possible cost of his job? Or will he subject the judge to public scandal in order to preserve a compromised politician?

“All the King’s Men” has no heroes – everyone is flawed. But some people are clearly more flawed than others, and willing to go deeper in the name of preserving power. It vividly illustrates the adage that power corrupts and absolute power corrupts absolutely.

The film alternates between the rise of the charismatic Stark and the initially less compelling story of Burden’s professional and relational entanglements. But as the story of Burden and the judge takes center stage, the film sneaks up on us and delivers a vivid, powerful conclusion, ending with a final image that reveals the wages of sin.

Whatever its drawbacks – the female characters aren’t given much to do, and the energy lags during the second act before heating up again toward the conclusion – “All the King’s Men” is, in the end, a memorable story that sticks to your soul.

AUDIENCE:  Adults

CAUTIONS:

• Language/Profanity:  Plenty, including racial epithets.
• Drugs/Alcohol:  Several scenes of drinking.
• Sex/Nudity:  Stark has a weakness for women, particularly female stage performers (referred to as “sluts on skates” by a scorned Stark lover); a woman lies naked on a bed, waiting for Jack to make love to her, but nothing transpires.
• Violence:  Gunshots; murder; suicide; a joke about drowning someone; reckless driving.