All the King's Men is a 2006 American political drama film written, directed and produced by Steven Zaillian based on the 1946 Pulitzer Prize–winning novel of the same name by Robert Penn Warren. All the King's Men had previously been adapted into a Best Picture Oscar–winning film by writer-director Robert Rossen in 1949. The film narrates the rise to power and demise of the Governor Willie Stark (played by Sean Penn), taking his office in the American South. The fictional character is loosely based on the life of Louisiana governor Huey Long, in office between 1928 through 1932. Elected as a U.S. senator, he was assassinated in 1935. The film co-stars Jude Law, Kate Winslet, Anthony Hopkins, James Gandolfini, Mark Ruffalo, Patricia Clarkson and Jackie Earle Haley. Plot Jack Burden, a Louisiana news reporter, takes a personal interest in Willie Stark, an idealistic small-town lawyer and parish treasurer. Circumstances develop that result in Tiny Duffy, a local political leader Burden knows, urging Stark to run for governor. Burden's upbringing makes him familiar with the undercurrent of politics – he was raised by his loving godfather Judge Irwin, a former state attorney general, while his good friend, Dr. Adam Stanton, and his sister Anne Stanton—also Burden's former lover—are the children of a former governor. Burden therefore decides to take Duffy's advice and travels as a reporter on Stark's campaign for governor. The politically astute Burden soon deduces, and Duffy strategist (and Stark mistress) Sadie Burke confirms, that Duffy is using Stark to split his party's vote and thus allow the opposing party to win. They tell Stark, who begins to give speeches in a straightforward manner to appeal to the public, in defiance of the advice given to him by Duffy. His vigorous strategy attacks the corruption of the existing players and promises schools and roads for his "fellow ignorant hicks", resulting in Stark winning the election. He manages Duffy by making him his lieutenant governor. Stark recruits Burden to work for him as an adviser. Stark proves to be a very persuasive governor, delivering on many of his new projects. Irwin disapproves of Stark and publicly supports an investigation of possible graft in the new spending. Burden points out that graft is the elite's word for what the previous politicians had always done, while Stark openly tells his crowds that his "crooks, unlike theirs, are itty bitty" compared to the