All the King's Men (1949) is the fictionalized account of the rise and fall of a backwoods rebel - a story inspired by the rule (and abuse of power) of Louisiana's colorful state governor (1928-32) and Democratic U.S. Senator (1932-35), notorious Huey Pierce Long - "The Kingfish." It is a melodramatic story of the corruption of power by an ambitious demagogue, adapted and based on the Pulitzer Prize-winning and best-selling 1946 novel of the same name by Robert Penn Warren, and filmed from a script by producer/screenwriter/director Robert Rossen (known for directing other films such as Body and Soul (1947) and The Hustler (1961)).

The main difference between the novel and the film is the reversal of the major roles: the narrating newspaper reporter takes precedence over the power-hungry governor in the novel. In the film, the secondary character is the reporter, while the central character is lawyer-turned-politician Willie Stark. One of the film's posters proclaimed:

"He thought he had the world by the tail...till it exploded in his face...with a bullet attached..."

The great political film was a breakthrough film for Broderick Crawford from his B picture status - his performance is very compelling and impressive as he is transformed from a backwoods, honest and naive lawyer into a dirty, unscrupulous and sleazy politician. Of the film's seven Academy Awards nominations, it won three major honors: Crawford won the Best Actor statuette, Rossen (as producer) won the Best Picture Oscar, and Best Supporting Actress went to Mercedes McCambridge (in her screen debut). Its other nominations were: Best Supporting Actor (John Ireland), Best Director and Best Screenplay (both for Rossen), and Best Film Editing.

Writer/director Steven Zaillian remade the film 57 years later, as All the King's Men (2006), with mixed reviews. It starred Sean Penn as Willie Stark (Broderick's role), Jude Law as Jack Burden (Ireland's role), Kate Winslet as Anne Stanton (Joanne Dru's role), Mark Ruffalo as Adam Stanton (Shepperd Strudwick's role), and Patricia Clarkson as Sadie Burke (McCambridge's role). Reportedly, Zaillian never saw the original film, and adapted the screenplay solely from Robert Penn Warren's novel.

Under the film's credits, crowds of fanatical political supporters from the countryside congregate in the capital city to support their candidate, displaying placards and banners that read: WILLIE'S LAW IS OUR LAW, and WIN WITH WILLIE. Torchlight flames are superimposed on the brawny image of the egomaniacal political figure of Willie Stark, who preaches his powerful message to them. [These scenes are excerpted from the final sequence in the film.]

Everything is told through the eyes of an admiring young Chronicle newspaperman, Jack Burden (John Ireland), who is sent to report on a Southern politician named Willie Stark (Broderick Crawford) - said to reportedly be "an honest man" by Burden's editor. [Burden's story is, in actuality, the truth of the rise and fall of a political king, who like Humpty Dumpty in the rhyme, falls from grace and can't be put back together again.] The reporter locates Stark in small Kanoma City (in Kanoma County) in an unnamed state - "a typical hot, dusty, backwoods county seat," speaking to a group of citizens and rallying for them to vote for him as County Treasurer. At first in the late 1920s during his campaign, poor, honest, and idealistic Stark is for reform, justice, the underprivileged, and the underdog as he rails against the local County Commissioners:

Why have they used every dirty method known to make sure I'm not elected County Treasurer? Well, I'll tell ya why - because they're afraid of the truth, and the truth is this. They're trying to steal your money. Yeah, I said steal. The County Commissioners rejected the low bid on the schoolhouse. Why? Well, they'll tell ya the reason is the job will be done better. The County Commissioners would have you believe that they're interested in public welfare. They're interested in welfare, sure, but it's their own.

Stark is pressured to break up his assembly due to an ordinance selectively enforced by the local authorities to deliberately disrupt the proceedings and prevent the passing out of handbills, but after a quick arrest due to his resistance, he is released by fat city boss Mr. Tiny Duffy (Ralph Dumke). Burden drives out with Stark to his rural home, where he meets Willie's long-suffering schoolteacher-wife (of nine years) Lucy (Anne Seymour), his father (H. C. Miller), and their sullen fifteen year-old step-son Tom (John Derek). While Willie aggressively eats his chicken dinner with a single-minded appetite, he is determined to run and stay in the race ("get(s) the truth to the people" according to his wife), no matter how much humiliation and harrassment he receives. With folksy charm, he vows: "I'm gonna run. They're not gonna kick me around like I was dirt." When adopted son Tom returns home, he describes how Duffy's goons were waiting for him, and threw away his stepfather's handbills. Willie again swears: "I'm gonna run even if I don't get a single vote."

With conviction, Burden types his news article about his impressions of Stark - WILLIE STARK, AN HONEST MAN:

In a state ridden for years by corrupt politics, the appearance on the scene of a man who is a politician and yet dares to oppose the political machine is indeed a rare phenomenon. Willie Stark is such a man. He is as much a part of the back country as the very sun-scorched hills. He truly represents the people. What man (sic) turn out to be the sad commentary is that the people will not be aware of it. It has been a long time since this locale has witnessed the appearance of a man with the sincere and forthright manner of Willie Stark. Coming from farmer stock, he has retained all of....

One gets a very definite impression that Willie Stark will not bow to the past, but will make a new future. It might conceivably happen that in his future, also lies the welfare of the people of this State. "I'm gonna run," he shouted, "and you're not gonna stop me. I'm gonna run even if I don't get a single vote."

As I watched him shake his big fist and listened to his words boom out across that field, I had the feeling that here was a man with a will of iron. I had the feeling that Willie Stark would neither be steered away nor scared away from his purpose. I had the feeling that in Willie Stark, Kanoma County had found that rare thing: an honest man with courage.

After producing the sympathetic article that befriends Stark, Burden takes a well-deserved two or three-week vacation in his childhood home community of Burden's Landing (named for his ancestors), about 130 miles from Kanoma City. In Burden's voice-over as he crosses over to the small, peaceful and isolated island town, he muses: "It was separated from the mainland by a body of water. For the first time, I wondered if it wasn't separated by more than that." Jack greets his Southern society mother (Katherine Warren), but is coldly distant from his stepfather Floyd McEvoy (Grandon Rhodes). A respected and distinguished inhabitant of the island community is patriarchal Judge Montgomery (Monty) Stanton (Raymond Greenleaf). Stanton's socialite niece is Anne Stanton (Joanne Dru) [mis-spelled as Ann in a newspaper article], Burden's girlfriend, and Stanton's nephew (brother to Ann) is noted physician Dr. Adam Stanton (Shepperd Strudwick) - a close childhood friend of Jack's.

At one of many fancy social occasions, discussion flares over the direction of Jack's troubled career choice and conflicting political viewpoints regarding Willie Stark. Later that evening, while standing under an imposing portrait of Anne's father (the late former governor) in the darkness, Jack is unclear regarding marriage to Anne because of his own indecisiveness, his ambivalence about his family, and his aim to prove himself to his aristocratic background:

Jack: Anne, Burden's Landing is a place on the moon. It isn't real. It doesn't exist. It's me, pretending I live on what I earn. It's my mother, trying to keep herself young and drinking herself old doing it. She and Adam living in this house as though your father was still alive. It's an old man like the judge, dreaming of the past. Anne, come away with me.
Anne: And do what?
Jack: Live in a shack and eat red beans. Anne, what do you want me to do?
Anne: Oh Jack, you haven't been sure. You've gone from one thing to the other. A year at law school and now this job as a reporter.
Jack: Are you afraid I can't make a living?
Anne: Oh no Jack, it isn't that. I don't care about the money. It's just that I, I want you to be something.
Jack: What is it you want me to be?
Anne: I don't know. It's just that I want you to be, to do something important.
Jack (sarcastically turning toward the portrait): Like your father? All right, I'll run for governor. Anne, I'm sorry, I'm sorry I said that.
Anne: All right, Jack. I'll go away with you. I'll do anything you want me to. (They kiss.)
Jack: I've wanted you to say that more than anything in the world. And now that you have said it - Anne, I guess you were right. I'm not sure of anything, including myself. I'm not sure I could live up to the...Anne, wait for me. Please wait for me.
Anne: I'll wait for you.

Burden cuts his vacation short and returns to the newspaper. Although honorable and truthful and considered a "log cabin Abe Lincoln," Willie's efforts are hopeless against the state's "dishonest" political machine, and he loses the County Treasurer election ("I guess that's the end of Willie Stark," Burden mutters). After the loss, Willie studies law at home under the patient tutelage of his educated wife to become a hick lawyer. In a montage - Willie proudly hangs up his framed Bachelor of Law diploma from Kenport Law School, accepts indigent cases in his new law practice, and works long hours behind his storefront window (decorated with bold letters WILLIE STARK, ATTORNEY AT LAW).

Soon, Willie's luck turns when his prophetic campaign warnings concerning graft in a Kanoma City Grammar School building contract come true. The poorly-constructed school fire escape breaks loose from a brick wall support during a routine fire drill, collapses, and kills several children. After the funeral service, Willie is remembered as "an honest man" by some of the town's victimized citizens - "If we'd only listened to you, Willie." A Kanoma City news editorial titled "Voice in the Wilderness" praises Willie's foresight:

Kanoma's recent school tragedy serves as a potent reminder that a man named Willie Stark, a citizen of Kanoma City and defeated candidate for County Treasurer, fought bitterly against the awarding of our schoolhouse contract. His was "the voice in the wilderness" that fell on deaf ears, and the children of Kanoma City paid the price. Nothing can ease the pain in the brave hearts of our bereaved parents who suffered their loss bravely.

Willie seeks damages on the victims' behalf, and thus gains statewide notice for his successful prosecution of the unscrupulous grafters. Stark pastes headlines from newspapers into his scrapbook. They read:

SCHOOL VICTIMS SUE COUNTY; STARK FILES DAMAGE SUIT - 'Will Prove Graft Cause of Tragedy' Says Atty. Stark.

CITIZEN'S COMMITTEE FORMED! Draft Stark to Lead Fight to Rid State of Graft

CITIZENS' COMMITTEE DEMANDS STATE-WIDE INVESTIGATION - Stark Leads Fight - "The People's Voice Must Be Heard," Says Willie

RURAL AREAS IN POLITICAL REVOLT - STATE MACHINE THREATENED - "Sweep Them Out of Office" Cries Willie Stark in Impassioned Speech

Burden is again assigned by his news editor to "stay with him" and follow Stark's progress in taking "the hick vote" away from the political machine. Willie is encouraged to run for state governor by state bosses in the capital, but he is really being manipulated by them to split the rural "hick" vote. (Three candidates are on the ballot: the machine candidate Joe Harrison, McMurphy, and Willie Stark.) During whistle-stop campaigning for the position, Willie speaks to the people about a "balanced tax program," but turns off potential voters by his wooden and leaden style and reliance on facts and statistics. When Burden realizes that the gullible Willie is being framed by the political machine for their own purposes, he confers with Sadie Burke (Mercedes McCambridge) - a cool, conniving and calculating political aide:

Jack: You don't have to be smart to frame a guy like Willie Stark.
Sadie: No, no brother, you don't.
Jack: It is a frame, isn't it?...To split the vote and win the election for Harrison, huh?
Sadie: You know, why do ya ask?
Jack: I just want to make sure. Look, why don't you tell the boys to save their money? Willie couldn't steal a vote from Abe Lincoln in the cradle of the Confederacy.
Sadie: I wish the poor --- had enough sense to have somebody give him a good reason for the beating he's going to get. 'Cause this way, all he gets out of it is the ride. Hey, those speeches, ain't they awful? Ain't they just plain awful? Question to you: If somebody told him he was a sucker, do you think he'd quit?
Jack: I don't know, Sadie. I really don't know.

But Burden is reluctant to reveal the truth to the dim-witted Willie about how he will soon be defeated in the state's gubernatorial race by the machine. Yet he does advise Willie to stir up the indifferent voters:

Just tell 'em you're gonna soak the fat boys and forget the rest of the tax stuff...Willie, make 'em cry, make 'em laugh, make 'em mad, even mad at you. Stir them up and they'll love it and come back for more, but, for heaven's sakes, don't try to improve their minds.

Willie senses that Burden is right, and that he won't be governor: "A man don't have to be governor...I'm gonna lose, Mr. Burden, I know that. Don't try and fool me...I would have made a good governor, better than those other fellas."

When Sadie joins their conversation and inadvertently (and callously) admits that Willie was framed by the machine, her revelation is stunning:

...you've been framed, you poor sap...Oh you decoy, you wooden-head decoy, and you let 'em. You know what you are? Well, you're the goat. You are the sacrificial goat. You are a sap because you let 'em...They didn't have to pay a sap like you. Oh no. You were so full of yourself and hot air. All you wanted was a chance to stand up on your hind legs and make a speech. 'My Friends. My Friends, What This State Needs is a Good Five-Cent Cigar. What this State Needs Is A...'

After learning that he was used, Willie promptly proceeds to get drunk from a bottle of bourbon and then passes out. The next morning, still recovering from a hangover and half-conscious, he is led to the Upton Fairgrounds for a campaign barbecue and speech. A ferris wheel spinning in the background reflects the spinning within Willie's head. To recover before he is due to give his canned talk, Willie sits in a playground swing where other children are playing, and drinks down coffee (and a generous amount of bourbon).

When he finally ascends the campaign platform, and lurches onto the stage, Sadie and Burden both wonder if Willie is capable of speaking to the crowd:

Sadie: How'd you get him here? He was out stiff.
Jack: The hair of the dog that bit him.
Sadie: Hair? He must have swallowed the dog.

To their surprise, Willie develops his own fighting style and delivers a rousing, memorable speech - after tossing away his prepared speech. A cut-away to them in the middle of the speech displays their astonishment. Stark's bull-headed oratorical talent, loosened by the booze, truly speaks to the people. [This speech single-handedly won the Academy Award for Broderick Crawford.] He identifies himself with the hick audience that is awestruck by his words. The speech ends with a montage of a closeup of his ranting face delivering powerful and thundering words, superimposed over flames:

My friends. I have a speech here. It's a speech about what this state needs. There's no need in my telling you what this state needs. You are the state and you know what you need. You over there, look at your pants. Have they got holes in the knees? Listen to your stomach. Did you ever hear it rumble for hunger? And you, what about your crops? Did they ever rot in the field because the road was so bad you couldn't get 'em to market? And you, what about your kids? Are they growing up ignorant as dirt, ignorant as you 'cause there's no school for 'em? No, I'm not gonna read you any speech. (He casts his speech away behind him.) But I am gonna tell you a story. It's a funny story so get ready to laugh....Get ready to bust your sides laughin', 'cause it's sure a funny story. It's about a hick. A hick like you, if you please. Yeah, like you. He grew up on the dirt roads and the gully washes of a farm. He knew what it was to get up before dawn and get feed and slop and milk before breakfast, and then set out before sunup and walk six miles to a one-room, slab-sided schoolhouse. Aw, this hick knew what it was to be a hick, all right. He figured if he was gonna get anything done, well, he had to do it himself. So he sat up nights and studied books. He studied law, because he thought he might be able to change things some - for himself and for folks like him. Now I'm not gonna lie to ya. He didn't start off thinkin' about the hicks and all the wonderful things he was gonna do for 'em. Naw, naw, he's done it all thinkin' of number one. But something came to him on the way. How he could do nothin' for himself without the help of the people. That's what came to him. And it also came to him with the powerful force of God's own lightning back in his own county when the school building collapsed 'cause it was built of politics' rotten brick. It killed and mangled a dozen kids. But you know that story. The people were his friends because he'd fought that rotten brick. And some of the politicians down in the city, they knew that, so they rode up to his house in a big, fine, shiny car and said as how they wanted him to run for governor...And he swallowed it. He looked in his heart and he thought, in all humility, how he'd like to try and change things. He was just a country boy who thought that even the plainest, poorest man can be governor if his fellow citizens find that he's got the stuff for the job. All those fellows in the striped pants, they saw that hick and they took him in...Now, listen to me, you hicks. Yeah, you're hicks too, and they fooled you a thousand times, just like they fooled me. But this time, I'm gonna fool somebody. I'm gonna stay in this race. I'm on my own and I'm out for blood. Now listen to me, you hicks! Listen to me, and lift up your eyes and look at God's blessed and unfly-blown truth. And this is the truth. You're a hick, and nobody ever helped a hick but a hick himself!...I'm the hick they were gonna use to split the hick vote. Well, I'm standin' here now on my hind legs. Even a dog can learn to do that. Are you standin' on your hind legs? Have you learned to do that much yet?

His campaign literally catches fire. A headline from the newspaper: "STARK CHANGES BOOMING!" reflects the strong resurgence of voter interest in Willie as a viable candidate in rural areas. Fearful of his growing power and that Stark "is getting too big for his britches," city bosses order strong-armed retaliation and bribery against the leader of the hicks. When Burden's editor demands that the Chronicle support Stark's opponent Harrison, the politico's man, the principled reporter quits his job.

Although Stark loses the election to Harrison in a close race, Stark sweeps rural areas. The city vote decides the election, and a record number of votes are polled. Confident that he has touched a nerve with the people and will win the gubernatorial race the next time around ("I learned something...how to win"), Willie is joined at a bar for drinks by Sadie, Burden, and stuttering henchman Sugar Boy (Walter Burke) - a bodyguard and assistant who previously worked for his opponent Tiny Duffy.

Four years later, Willie conducts a second campaign. Meanwhile, Jack "drifted from job to job" and grew "further and further away from Anne and the life at Burden's Landing." According to Jack's voice-over during another long montage of Willie's attacks against the corrupt 'old machine' and his slogans of support for the people:

But Willie wasn't drifting. He knew where he was going. He had his foot in the door and he kept right on pushing to get in. He had lost the election, but he had won the state - and he knew it, and the people knew it. They were all hopping on his bandwagon, even Tiny Duffy. Yup, Willie came back like he said he would...

He won the hearts of his constituents by fighting state government corruption and proclaiming that his new platform was to "soak the fat boys and I'm gonna spread it out thin." However, Burden slowly becomes disillusioned and troubled as he observes Stark's corruptible rise to power ("strange deals" with special interests) the next time around:

Willie was right. He'd learned how to win. He spent a lot of money doing it. An awful lot of money. I was beginning to wonder where he got it from. There were rumors throughout the state that Willie was making deals with all kinds of people, strange deals...The second time out, it wasn't a campaign, it was a slaughter. It was Saturday night in a mining town. Yup, Willie came back like he said he would. He came back and he took me with him.

Burden (a "college man") joins Stark's entourage and team as chief aide, hatchet man and speech writer. Surprisingly, Willie surrounds himself with his previous opponents, including Tiny Duffy. He also hires shrewd Sadie Burke as his secretary and campaign manager, after she switches allegiances from the political machine. Willie confidently brags about his disregard for financial resources and his wheeling-dealing: "Money, I don't need money. People give me things...because they believe in me."

Willie is brought by Jack to Burden's Landing to seek support from Judge Stanton and other guests during a reception in the Stanton estate. During a question and answer period, liberal Dr. Stanton asks about alleged "deals" being made by Stark with the very groups he supposedly opposes. Stark admits the fact: "I have nothing to hide - I'll make a deal with the devil if it will help me carry out my program. But believe me, there are no strings attached to those deals." He then responds with a question of his own concerning where good comes from. He answers his own question - stipulating that the end justifies the means:

Do you know what good comes out of?...Out of bad. That's what good comes out of. Because you can't make it out of anything else. You didn't know that, did you?

He believes that any worthwhile programs (such as schools, highways, hospitals) require some degree of corruption, deal-making and dirty power politics. He solicits the community's support: "There's a time to talk and there's a time to act. I think the time to act is right now, and with your support, I not only will win, but I will do all of the things I promise. I need your help - oh, I need it badly, but I'm not gonna beg for it. In the name of this state, which we love, in the name of the governor in whose house we meet, I demand it." Afterwards, when he has been reassured of their support, he craftily promises that the Judge will be made his Attorney General. Anne displays her admiration for the dynamic candidate.

Stark is elected governor - a "smashing victory throughout state," according to the newspapers. Cries resound in the street and call for Willie to make a victory speech to the cheering crowds: "WE WANT WILLIE!" Beneath a large poster of himself, he vows to keep his populist campaign promises:

I'm going to build a hospital, the biggest that money can buy, and it will belong to you. Any man, woman, or child who is sick or in pain can go through those doors and know that everything will be done for them that man can do. To heal sickness, to ease pain, free - not as a charity but as a right. And it is your right, do you hear me? It is your right. And it is your right that every child should have a complete education. That any man that produces anything can take it to market without paying toll, and no poor man's land or farm can be taxed or taken away from him. And it is the right of the people that they shall not be deprived of hope.