Zaillian's 'All The King's Men' is a well shot film. I liked how he created the feel of the 50's Lousiana with dark washed-out colours, the costumes, cars, money, interior architecture and the simplistic settings. Some of the visuals are very impressive as they brilliantly highlight the darkness of that era. However, the script seems a little contrived. In spite of having a wonderful stellar cast that includes talents like Sean Penn, Jude Law, Mark Ruffalo, James Gandolfini, Kathy Baker, Mark Ruffalo, Patricia Clarkson, Anthony Hopkins and Kate Winslet (could anyone ask for a better cast?), none of the characters, (with the exception of Penn's Willie Stark and Law's Jack Burden) are fleshed out enough and none of them, with the exception of Ruffalo's Adam Stanton, are particularly likable. Not every actor masters the Southern diction but I'm glad that they spoke with an accent their more comfortable with than a forced Southern-I'm-chewing-glue-while-talking accent. Yet at the same time it was too obvious especially when Anthony Hopkins spoke with a British accent. All the actors do a fairly good job. The dialogues are a stand-out. I particularly liked how the characters played around with words, mostly the double-entendre. At some points the film moves at an extremely slow pace. We don't see much of the poverty, which Willie Stark claimed to demolish. We do see him build hospitals but a glimpse of the hardship of the poor people would have given us a better understanding of the depth of their difficulties. Instead all we see of them is when they're cheering Stark. In addition to that, the ending is very predictable. In a nutshell, 'All the King's Men' is an interesting but contrived film that could have been a lot better had the aforementioned flaws, especially the sketchy characters, been taken into account for reconsideration.