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Lindelof & Cuse
Photo: Mark Hanauer
Steve Zaillian
A Fisher of Kings 
Steven Zaillian dramatizes destiny and the stuff of dreams.

“I'm raising you a hundred a month whether you want it or not,” Governor Willie Stark teases his right-hand man Jack Burden, somewhere near the heart of All the King's Men-not only a key line in the 1946 Pulitzer Prize-winning novel by Robert Penn Warren, but verbatim as well in the new film adaptation written and directed by Steve Zaillian.

Jack Burden is more than merely Willie's follower. He is his witness, his confidante, his most honest sparring partner. And Burden scorns the offer of a raise: “If I wanted more money, I'd make it.”

“You saying you work for me for love?”

“I don't know why I work for you, but it's not for love or money.”

“Boy,” grins Willie in sly triumph, after they've bantered a bit more, “you work for me because I am the way I am, and you are the way you are. It's an arrangement founded on the natural order of things.”

The maddening simplicity of this formulation irritates Jack no end, and it is a haunting bit of vexation for us in the audience. For Zaillian, following in Warren's deep footprints, such “natural order” is to be trusted, at least in this case: “What makes Willie great is that he fulfills everybody's needs,” says Zaillian. “Everybody's. This is what powerful people do. We are drawn to them because they fulfill our promise, our needs.”

Few films could be so profoundly relevant in an election year. Remarkably enough, this new version of All the King's Men came about because the novel has been a lifelong favorite of James Carville, the Louisiana native and all-round political fireball whose sharp-eyed strategies steered Bill Clinton to the White House. For years on end, Carville argued passionately to any Hollywood folks who would listen that the book should be made into a film-and eventually the idea found its way to Zaillian, the Oscar-winning screenwriter of Schindler's List.

That Willie (portrayed by Sean Penn) lives and breathes on a Shakespearean scale only makes him all the more fascinating-especially given that our current crop of leaders are so petty, clueless, flat-out greedy, or stupidly blissful in their bubbles of denial and disconnect. We need heroes, and even though Willie comes to a tragic end (one hastened by his own all-too-human arrogance), he movingly fills the bill. One comes away from the film, as from the novel, haunted by him for long days thereafter.

Willie's genius (and that's the word for it) is that he sees straight through to the heart of darkness in the politics of democracy. He sees that we are all corrupt, himself included, yet he refuses to be paralyzed by this, or even ashamed of it-he embraces it. Everybody crosses the line into greed and injustice sooner or later-some more than others, some only once as a blurt in otherwise decent lives, if only to defend a fallen loved one-but, as Willie gleefully counsels Jack, “There is always something.”

The question is, how do you harness that inevitability? Is it even possible for a leader (granted noble intentions) to make human nature's transgressive energies serve the common good of humanity?

“Can good be made from bad?” asks Jack as he reflects when pondering Willie's fate. Zaillian asks us to ponder this question too.

Six Characters in Search of An Author

The argument could be made that he has been dealing with this issue since his screenwriting debut, The Falcon and the Snowman (1986)-an alertly observed tragedy of a young man brought to ruin by the very intensity of his idealism-and even more so by the two 1993 breakthroughs that together catapulted Zaillian to the front ranks of this generation's screenwriters, Searching for Bobby Fischer and Schindler's List. In the first, you have a father and teacher in agreement that they want only the best for their young chess prodigy, yet they must confront the question, When do our ideas of 'good' tip into harm for the boy? Oskar Schindler, by contrast, seems entirely alien to questions of good and evil, at first glance-yet the drama of the holocaust at his back becomes a panorama of the soul, precisely because he all but stumbles upon his own capacity for goodness (the very clumsiness of his transformation giving it a heroic aspect), as if to suggest that under the right pressure, good can be made from bad-though this is darkly counteracted by Schindler's foil, the Nazi Amon Goeth, who proves incapable of such transformation.

Is Zaillian conscious of the parallels? “Not at all,” he replies. “If anything, I make a conscious effort to be unconscious of whatever it is which draws me to this project or that. The little I do know is that I'm drawn to exploring worlds-the worlds of chess, of espionage, the era of the holocaust-or politics.”

Robert Penn Warren (1905-1989) was a poet as well as a novelist, the only American writer to receive Pulitzer Prizes in both forms. His 1946 novel All the King's Men is rightly considered the definitive novel about American politics. Yet it is also much, much more-a vast canvas of love, family life, self-betrayal, and the abysmal depths of American history, particularly those involving slavery, as they shadow our every footstep through any present-day moment. (Zaillian's film prompted a reread of the book again after 30 years, and this was a seismic side-benefit highly recommended. Warren's novel is so immense and intricate in its illuminations as to warrant comparison with Joyce and Proust. The best of Fitzgerald and Hemingway pale next to its achievement, great as their writings are.)


Lost 1
Photo: Mark Hanauer  
In creating Willie, Warren drew highly visible inspiration from the meteoric career of Louisiana governor, senator, and presidential hopeful Huey P. Long (1893-1935). Here was an archetypal American, popularly nicknamed the Kingfish, a self-made leader, a “Share the Wealth” populist (the only national politician ever to oppose FDR's New Deal from the left), an enlightened man in terms of policy who built hundreds of schools and thousands of miles of good roads and desperately needed bridges, but did so by dictatorial means-only to end up assassinated like Julius Caesar under the rotunda-dome of his own Capitol, at age 42.

What writer could resist a guy like that?

Warren was the first to see the possibilities. Shortly after Huey's death, he attempted to treat this poetically classical rise and fall as a verse drama and completed the effort after about four years of work, in 1939-but was immediately dissatisfied with it. There was a question of viewpoint, as he later explained in an interview with The Paris Review: “. . .  which character is going to tell the story. That's a prime question, a question of control. You have to make a judgment. You find one character is more insistent, he's more sensitive and more pointed than the others.”

Enter Jack Burden: in the verse-play, “He was an unnamed newspaperman,” Warren later recalled, “a childhood friend of the assassin; an excuse for the young doctor, the assassin of the politician Willie Stark, to say something before he performed the deed. When after two years I began to fool with the novel, the unnamed newspaperman became the narrator. It turned out, in a way, that what he thought about the story was more important than the story itself. I suppose [Jack] became the narrator because he gave me the kind of interest I needed to write the novel. He made it possible for me to control it. He is an observer, but he is involved.”

Indeed, given Jack's boyhood dealings with Adam, the future assassin, and Adam's sister Anne-who proves to be the love of Jack's life-as well as with Judge Irwin, the kind, worldly father-figure Willie leads Jack into betraying-plus Willie's two resident sycophants (and Judases-in-waiting), Tiny Duffy and Sadie Burke-drama abounds. The story ceases to be a roman à clef about Huey Long, becoming instead a mythic epic of American life in which nobody is merely a supporting figure. Everybody is a co-protagonist, though they are each (by their own admissions) energized and set free by Willie, the noble-notioned but morally ambiguous lightning rod. But each is then led to treachery, whether major or minor; each helplessly acts against the best interests of themselves and those they love-sooner or later, but inevitably.

“There are six main characters,” observes Zaillian, “and I don't think you can tell the story if you drop any one of them. That's a testament to the brilliance of Robert Penn Warren-to have no extraneous main characters, yet have enough of them to tell a rich, complicated tale that's extremely simple and elegant at the same time-like a Chinese box. The book is so well constructed that the writing went quickly-just under five months, which is very fast for me. Structure is often the most time-consuming part of writing any script, I find. The biggest challenge was to fit the whole thing into a two hour time-frame.”

Roads, Schools & Bridges

Thus, the film is resolutely faithful to the heart and soul of the novel, yet Zaillian was forced to make difficult choices. “It was a balancing act the whole time and very tough-because, on the one hand the story needs Jack's long historical perspective, you can't afford to lose that; yet on the other, his dimension of the book is extremely cerebral-Willie is simply more exciting to watch.”

The result is comparable to what Orson Welles achieved as a screenwriter in Chimes at Midnight (1966), when he conflated five different Shakespeare plays into a single two-hour drama by concentrating on their common character, Falstaff. The multidimensional natures of everybody around Willie are so vividly rendered by each of the superb ensemble-Kate Winslet as Anne, Mark Ruffalo as Adam, Patricia Clarkson as Sadie, James Gandolfini as Tiny, and Anthony Hopkins as the judge-that Willie seems called forth from the depths, hypnotically active, a wholly conscious individual. “Sean [Penn] was the first actor I took it to,” says Zaillian, “And as soon as he was on board, all the others quickly followed.”


It's often been said (and rightly) that there are too few great parts for women. Willie offers proof that, in contemporary literature, anyway, there are nearly as few for men. Penn has made a great career of breathing fire into complex young rebels-but this is the first fully realized grownup he has ever been called to play, and once you see him it is impossible to imagine anyone else in the role. The same holds true for Jude Law, as Jack-Law is sublime at revealing the ironic layers in the seemingly idle onlooker, especially as he answers Willie's call to adventure. For the two men must interact if the story is to fly. They're not “doubles”-they're as different as two humans can be-yet they hold down divergent ends of one moral seesaw. Jack and Willie each has an insight into the other as nearly no one else does, in either of their lives, with the possible exception of Anne, who loves both men, and Adam, who ultimately condemns her, and them, from such a saintly height that it forces him into his own downfall.

“There's a version of the film that's 20 minutes longer,” Zaillian admits, though he is absolutely firm that the shorter one in release is his preferred cut, after much trial-and-error. “Originally, we had about 10 minutes more material at the beginning, where we showed Willie returning to his hometown before going to see the judge, exactly as happens in the book, and then we had an extra 10 minutes or so at the end, which is also just like the book. You might recall, the novel goes on for another 70 pages or so after Willie is killed, revealing the long-range consequences, character by character. These scenes work beautifully in the novel, that's why I was determined to keep them-but oddly enough, they weighed the movie down. The scenes leading up to Willie's death were telling the audience the movie was about to be over, and I realized that if we tried to sustain the narrative beyond that point, it would play false.”

There is always DVD, of course, and All the King's Men will be rich in extras when the time comes, but Zaillian says they will be just that, extras. “Whenever I look at such 'additional scenes' in other people's films, I nearly always say to myself, 'I see why they cut that.'”

Finding the Film

Zaillian tried telling the story in straight chronological order, starting with Willie as a young idealist struggling to make himself heard in Mason City. “Done that way, though, it became too much of a rags-to-riches yarn, and that was uninteresting to me. I wanted the audience to know it was a dark story right off the bat. So we started with the first part of Willie's midnight visit to Judge Irwin.”

Even so, he split the difference, structurally, by teasing the audience with only the first part of this ominous chat-leaving the full-on confrontation with the judge until about 30 minutes into the picture, “once we have a stronger sense of who all the people are, and what's at stake.” In heightened form, this is true to the slippery, memory-driven structure of the novel. “Robert Penn Warren originally began the story with Willie's rise,” Zaillian learned, “but changed the book to its present shape on the advice of his editor.”

The only truly painful cut came late in the drama, when Willie is forced to grant a contract to A.J. Moore, the very company he crusaded against at the start of his career-the corrupt company that cut corners building a faulty schoolhouse that collapsed, killing children. “This is such a tragic irony,” says Zaillian, “but it was simply too complicated at that point in the story. People were confused by it.”

He is amused to realize that certain matters of craft that he thought he'd mastered early on still rise up in rebellion. “When I first started out,” he laughs, “I firmly believed too many writers and directors were starting their films too early and ending them too late. And here I was, years later, falling into the same trap. The idea that you can have more power by showing less is always a hard one to learn. I keep learning it.”

In this case, of course, Zaillian was trying to be true to the beauty of a highly nuanced novel, so when the problems presented themselves, he was prepared to face it coldly: “The problem was not that I had fallen in love with a certain scene. No, it was because at a certain point I needed to be absolutely clear with myself about what it was people were either getting or not getting from the story. You say to yourself, 'There's something good here,' yet you have to have the wisdom to see there are also three things that aren't right about it.”

The start of principal photography had been delayed three months, from September 2004 to December of that year-and this had a domino effect that delayed the film's release by a year. Zaillian was grateful that the studio elected to support the film over the original release date. “I had no score, and I was just starting to find the movie. They could've said, 'Tough,' and just sent the film out as it was, but instead they were supportive: 'It'll be expensive,' they told me, 'but take the extra year.' People question that, but the better question is, why shorten the postproduction in the first place? Sure, you save money, but it's never good for the film. Most films would only benefit from a longer postproduction schedule.”

Legends & Legacies

In the novel, when Willie tells Jack, “I am the way I am and you are the way you are. It's an arrangement founded on the nature of things,” Willie goes on to say: “There ain't any explanations. Not of anything. All you can do is point at the nature of things. If you are smart enough to see 'em.”

By the end of both the novel and the film, Jack does indeed see-and, moreover, sees that he was always “smart enough,” as most of us are. The question is never, “Do you see,” so much as, “Are you willing to look?”

There is so much in American life that we are afraid to look at. Robert Penn Warren, scratching the scar in his imagination that was left there by the spectacle of Huey Long, dove into his own depths, and-after that first attempt at a verse-play, which he boldly scuttled in favor of a deeper yield-raised the chaos of Long's life to the level of myth.

What is a myth? That question occurred in the reverberating wake of having seen Zaillian's adaptation-a film that, for the first time, finally puts you within reach of a solid, useful answer: A myth is a story that so intermixes with our dreams, with our wishes to be, that we take action.

Huey Long's half-mad, half-genius improvisation caused Warren to take pen to paper-for years until he got it right. Carville-perhaps Bill Clinton's Jack Burden-was so moved by the book when young that he entered politics. Indeed, he was so moved that he championed the novel into the hands of Steve Zaillian-who in turn reset the story in the 1950s, to both emphasize its timeless quality and locate it in a semi-distant time that he himself knew personally.

“I remember the 1950s,” Zaillian says, “so I had a firm firsthand image in my mind how it should look.” In so doing, he explored and fell in love with Louisiana, and restored it to the story by name (Warren never names the state in the novel) and even weaving some of Huey Long's more fiery broadsides against the likes of Standard Oil into Willie's speeches, by way of reaffirming the story's deep relevance and urgency. Sean Penn, in turn, having spent a long summer exploring Louisiana for himself-and coming to love the place-was moved to take action when, long after he'd put Willie aside, Hurricane Katrina devastated New Orleans. Instead of simply grieving at his TV, Penn rustled up a boat and saved lives. This is to his great credit, period, and yet . . . ? Who's to say that playing the hugely proactive Willie didn't activate a similar passion in the man who played him? Myths are life giving by definition. Certainly the ghost of Huey Long could ask for no greater long-range legacy.

“The book was written 60 years ago, but you could set it in any era,” says Zaillian, looking back to the time of the script's composition. “I wrote the script around the time of the [2004 national election], and between the writing of Robert Penn Warren and the words of Huey Long, as I watched what was happening in the 2004 campaign, I particularly felt the absence of any politician brave enough to say something that mattered, and say it in plain English. To say things they believed in. I still feel that way. If somebody came along like Willie Stark today, he'd be president tomorrow. That's all it takes: Someone to just come out there, believe in it, and say it. Rather than just whatever will get you elected.”