"All the King's Men" occurs in two time frames. One follows Willie Stark (Sean Penn) as a failed political candidate in a backwater city who rises to the pinnacle of state power, as narrated by Jack Burden (Jude Law), a journalist turned flack turned private dick for Willie. The second mode is memory. Jack recalls his childhood at Burden's Landing, where he was the fatherless son of a grand society lady (Kathy Baker), unofficially mentored by the great paragon of legal thought, Judge Irwin (Anthony Hopkins), and equally smitten with the beautiful neighboring Stanton kids, son and daughter of a previous gub'ner, played by Kate Winslet and Mark Ruffalo. Though Jack loves Ruffalo's Adam, he, er, really loves Winslet's Anne, with complications.

Naturally, the fun part of the movie is anticipating and watching as these two worlds collide, the old genteel world of the entitled aristos and the crass, driven ugliness of Willie's Realpolitik approach to things. The conflict lights up when old Judge Irwin takes a principled stand against the ever-more-powerful governor, and Jack is dispatched to dig up dirt on the old boy, who was as close to a father as he had.

Law's blonde-tipped Burden never seems as vivid as the film and its director (Steven Zaillian) imagine him to be, and his dilemmas not nearly as interesting. Standing next to him, but somehow in a different movie, is Sean Penn's Willie, which is spot-on. He looks like a fireplug of pure hunger and want, particularly when he lets fly his stem-winders from the stump utterly shorn of self-consciousness.

But Zaillian can't stay away from showy tricks (the unusual camera placements, the twisted angles, the fascination with double-images, mirrors, fogs, mists, moons and wind whistling through trees.) "All the King's Men" hasn't been directed so much as over-directed, although the result, when you make an effort to filter out all the film school pyrotechnics, is an honorable run at Robert Penn Warren's classic novel.

-- Stephen Hunter (Sep. 22, 2006)

Contains violence and sexual innuendo.