How can a movie with an all-star cast fail? All the King's Men is a prime example of just how easy it is.
Part of the problem seems to be that the script can't decide who the story is about: is it Willie Stark, played by Sean Penn, or the equally significantly-named Jack Burden, played by Jude Law.
The Sean Penn scenes, the ones in which he's the focus, have an energy and aggressiveness, mostly due to the full-in-your-face Penn performance. When he's off-stage, the cast, including Law, all seem to be playing a movie that's going on underwater. Everything is taken at a slow, meaningful pace, full of glances and elusive dialogue. This isn't the cast's fault: everyone of these people has played intense roles before, and held our interest fully. But the Jack Burden side of the story, with all its psychological stuff (made even more heavy-handed by a voice over from Law, full of portentous hints and warnings) isn't that interesting, and the cast do their best with what are basically underwritten roles.
Penn himself comes most alive in his speechifying, but he's adopted an accent so thick that often the speeches loose comprehensibility. The rest of the cast are easy to understand: we just don't know why they're saying what they're saying!
The film takes a curious turn about fifteen to twenty minutes in. Stark is portrayed initially as a quiet do-gooder, a man of integrity who's unlike all the corrupt politicians and businessmen around him. Burden is seemingly amoral. And then, after a scene in which Stark downs a full glass of whisky (he's always drunk soft drink up till then) and collapses on the floor, the roles all seem to reverse. Stark is shown as increasingly corrupt; Burden is a man with a conscience; Patricia Clarkson, who is woefully underused in her role, turns from being a woman on the make in the political scene to a kind of mother-figure-cum-mistress who's being used herself, and James Gandolfini ceases to be the slimy, sly political force intent on getting Stark elected, and becomes a blithering idiot without another decent scene in the film.
And besides these actors we also have Kate Winslet and Anthony Hopkins, two more Brits adopting various versions of Louisiana accents (they are playing upper-class Americans, of course), and Mark Ruffalo as Winslet's brother. He gets to play the most underwritten character of all. Seemingly he's a medical person of some sort, but he spends his time playing the piano - we think. And then he gets pulled into the arena to front a new hospital that Stark is building. A less-likely front man is hard to imagine, as Ruffalo is allowed no charisma, nothing to show that he might have any substance. And then finally he comes quietly out of the shadows and shoots Stark. Hmmm. And gets shot himself.
The build-up to this climax is almost entirely lacking in tension. We're really quite happy to see Stark gunned down, because he's such a snot; but because Ruffalo has been such an unassuming character we're puzzled why he also gets shot, as he seems to be performing a public service.
Winslet drifts in and out of the movie, and the scene that should be most significant, when seemingly Burden rejects making love to her, is confused (and made even more so by the voice-over), and so we have little idea what she's supposed be doing in the film. Hopkins is strong enough, but again he's more tied up with the Burden story than the Stark one, and that again confuses the role he plays.
The whole thing needs reshuffling to bring one side or the other into focus. Pity to waste such a cast on such twaddle.
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