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Steven Zaillian was very smart to put together such a strong cast for his adaptation of Robert Penn Warren's All the King's Men. These remarkable actors understand what to do with the rich and flowery language Zaillian provides, seamlessly integrating Warren's original dialogue with his own additions. Individual scenes work very well as stand-alone vignettes, the cinematography is unobtrusively beautiful, and the set design is flawless. Sadly, Zaillian ignores the pulpier aspects of the original work, going for an overly serious tone. The pace of the film could charitably be described as stately, although the more honest description would be slow. The bombastic score does not underscore the drama onscreen, but circles it half a dozen times and highlights it in red, practically insulting the audience. In many of the dramatic moments, Zaillian resorts to a series of quick flashbacks in order to help the audience recall the confluence of events that led there. These rapid reminders might seem like a good idea because of the complex plot, but the deliberate pace of the movie keeps the plot in focus -- making the flashbacks entirely unnecessary. Although the editing attempts to help the viewer, these recaps feel, at worst, downright condescending. These faults could have been overcome if Zaillian had managed to make interesting parallels to the polarized political condition of the country in the first decade of the 21st century, but the 60-year-old story of a corrupted populist never really seems all that relevant in the age of George W. Bush. Steven Zaillian is a first-rate screenwriter who has proven himself remarkably adept at bringing respected books to the big screen. This time, however, he seems to have a little too much respect for his source material, making his interesting but flawed version of All the King's Men the first disappointment of his directorial career. Perry Seibert, All Movie Guide