Sean Penn gives an electrifying performance as rising politician Willie Stark in ALL THE KING'S MEN, the second film based on Robert Penn Warren's Pulitzer Prize-winning novel. (In 1949, the original ALL THE KING'S MEN, directed by Robert Rossen, was a huge hit, earning Oscars for Best Picture, Best Actor [Broderick Crawford], and Best Supporting Actress [Merceded McCambridge].) But whereas the novel and first film set the story of pride, ambition, jealousy, and dirty politics in pre-World War II Louisiana, writer-director Steven Zaillian (SEARCHING FOR BOBBY FISCHER) moves the action to the 1950s, a much different time in American history, with the Great Depression and the war over and McCarthyism just around the corner. Stark starts out as a man of the people, proud to be a hick, wanting to make a difference to the struggling families in his community. But the smell of power leads to back-room corruption, lies, and betrayal. Stark surrounds himself with smart, well-connected people, including journalist (and narrator) Jack Burden (Jude Law), right-hand man Tiny Duffy (James Gandolfini), and doctor Adam Stanton (Mark Ruffalo), using them as both willing and unwilling players in his march to the top. The all-star cast also includes Kate Winslet as Stanton's sister and a former love of Burden's, Anthony Hopkins as a compromised judge, and Jackie Earle Haley as a Stark thug. The film is gorgeously shot by Pawel Edelman, with an emotional soundtrack by James Horner and period music supervised by T Bone Burnett (O BROTHER, WHERE ART THOU'). Interestingly, Zaillian chose not to watch the original film, basing his screenplay solely on the novel. The remake was the brainchild of former Bill Clinton adviser James Carville, who is one of the executive producers of this stirring political film.