SUBJECTS — U.S./1913 – 1941; Politics & Louisiana; Literature/Adaptations;


MORAL-ETHICAL EMPHASIS — Responsibility; Fairness.

AGE: 13+; No MPAA Rating;

Drama; 1949; 109 minutes; Black and White. Available from

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TWM offers the following movie worksheets to keep students’ minds on the film and to focus their attention on the lessons to be learned from the movie.

Film Study Worksheet for a Work of Historical Fiction;

Film Study Worksheet for ELA Classes; and

Worksheet for Cinematic and Theatrical Elements and Their Effects.

Teachers can modify the movie worksheets to fit the needs of each class. See also TWM’s Historical Fiction in Film Cross-Curricular Homework Project.

Additional ideas for lesson plans for this movie can be found at TWM’s guide to Lesson Plans Using Film Adaptations of Novels, Short Stories or Plays.


This is a gripping tale about a populist demagogue in a Southern state during the first third of the 20th century. In his relentless drive for power, Willie Stark corrupts most everyone around him. The film is loosely adapted from the Pulitzer prize-winning novel by Robert Penn Warren.


Selected Awards:

1950 Academy Awards: Best Picture, Best Actor (Broderick Crawford), Best Supporting Actress (Mercedes McCambridge); 1950 Academy Award Nominations: Best Supporting Actor (Ireland), Best Director (Rossen), Best Screenplay, Best Film Editing. This film is listed in the National Film Registry of the U.S. Library of Congress as a “culturally, historically or aesthetically significant” film.

Featured Actors:

Broderick Crawford, Mercedes McCambridge, Joanne Dru, John Ireland, John Derek, Shepherd Strudwick, Walter Burke.


Robert Rossen.


The inspiration for “All the King’s Men” comes from the career of Huey Long, the “Kingfish,” who dominated Louisiana politics from 1929 until his death in 1935. While the characters and events are fictional, the movie captures the essence of a demagogue, and of the time and the place in which Huey Long rose to power.

The film is an excellent introduction to the novel, a classic of American literature suitable for strong readers ages 15 and above. For suggestions about using filmed adaptations of literary works in the ELA classroom, see Lesson Plans Using Film Adaptations of Novels, Short Stories, and Plays.




If children are interested in history or politics, they’ll probably love this movie. It’s also a good supplement to units on the Great Depression. Read the Helpful Background section so that you can talk a little about Huey Long’s career. Ask and answer the Quick Discussion Question, go through the other Discussion Questions.

The novel, All the King’s Men, is a classic of American literature. While the film is based on the book, it doesn’t diminish the experience of reading the novel. In fact, the film serves as an excellent introduction to the book for most children. If a child 15 years or older has good reading skills and likes the movie, suggest that he or she read the novel. It will pay real dividends. This is a situation in which a film can lead to reading, as it did for the authors’ son who was going through a stage when he was not reading many books. He loved the movie and then read the novel, cover to cover.


Huey P. Long dominated and controlled Louisiana politics from 1929 until his death from gunshot wounds in 1935. He was elected governor and then U.S. Senator, but even while he was in Washington, Long personally controlled the entire apparatus of the state government. For many decades before Huey Long’s ascent to power, Louisiana was governed by a rich elite which neglected the state’s infrastructure, education, and social welfare programs. Long attacked entrenched wealth and big corporations. He focused his appeal on poor rural white voters. (Very few blacks were permitted to vote in Louisiana at that time.)

One of his favorite targets was Standard Oil Company which had many wells and a major refinery in Louisiana. Long carried out an ambitious and badly needed public works program, building roads and bridges, improving the state universities, and starting a state hospital which was to provide free treatment for all. He enacted a free textbook law. Long found the money for his programs through an income tax, an increased inheritance tax, and a severance tax on each barrel of oil taken from the ground.

Known by his nickname, “the Kingfish,” Long was a spellbinding orator and ruthless politician. He was ambitious and power hungry becoming a virtual autocrat in Louisiana. Before he left the governorship for the U.S. Senate, he made sure that the state would be run by men subservient to him. He took personal control of appointments for almost all state and local government jobs, including teachers, policemen, and firemen. He controlled the state militia, most of the judiciary, and the election and tax assessing apparatus. Almost every elected official in the state, including the legislature and the mayors of the cities and towns, were personally selected and approved by Long. He would, for example, dictate the bills to be passed by the Louisiana legislature. Long created a “Bureau of Criminal Identification” completely beholden to him that investigated the private affairs of anyone in the state who opposed him.

Huey Long’s political opponents were subject to smear campaigns and retribution. Their friends, wives, children, and relatives were fair game as well, losing government jobs and contracts, or suffering sudden and arbitrary increases in their taxes. Long’s operatives could disqualify any voter. They manipulated vote counts. Under Long, the state government made heavy inroads into freedom of the press bending the small weekly newspapers that served rural areas to its will. These newspapers depended upon income they received from public and official advertising. Long established a censorship board that denied them this income unless the papers toed the government line. Only a few large urban newspapers were able to oppose him.

Huey Long speaking

All state employees were required to remit a percentage of their salaries, up to 20% for managerial employees, as “voluntary” donations to the Long political organization. Contractors with the state were required to “donate” 20% of the gross amount of each government contract that they received. Long began as a champion of the people, but he became a symbol of corruption.

Long, fearful of assassination, was protected by the “Cossacks” a group of bodyguards, many of them little better than thugs. There are some who contend that Long died because of a ricocheting bullet fired by one of his bodyguards.

Huey Long’s good roads and free books did not lift Louisianians from the mire of poverty or protect them from the ravages of the Great Depression. There were many who questioned the sincerity of Long’s assaults on big business and his commitment to the welfare of the common man. Taxes on businesses favored by Long went down during his tenure. At the same time, taxes on small property holdings went up. Long associated closely with several business leaders whose companies profited from government contracts or which were regulated by the state. Some analyses of the condition of the common people in Louisiana showed that child labor increased and that the general standard of living decreased, often in ways that were not traceable to the Great Depression or that could have been corrected by state government. But under Huey Long, the state government did nothing.

In the early 1930s, Long’s political power was beginning to be felt outside Louisiana. He spoke to large and enthusiastic crowds in the South and Midwest. He intervened dramatically and successfully in several elections in other states. The best example is Arkansas in 1932. In 1931, Hattie Caraway had been appointed to the U.S. Senate to complete the term of her deceased husband. An election to that Senate seat for a full six-year term was scheduled for 1932. When Caraway announced that she would run in the Democratic Primary, she had no organization and no money. Before that time, no woman had been elected to the U.S. Senate for a full term. Six men were already in the race, and Caraway was expected to come in close to last. However, she had been one of the few senators who had supported Long’s proposals for placing a limit on personal income and family fortunes. Long campaigned for Caraway across Arkansas. As a result Caraway won the election and was the first woman elected to the Senate for a full six-year term.

At the 1932 Democratic Convention, Long kept the wavering Mississippi and Arkansas delegations in the FDR camp. This support was crucial to securing the nomination. However, Roosevelt did not reward Long for his efforts, and in fact, Long’s national ambitions were limited and then opposed by Roosevelt. FDR told his associates that they could laugh at Huey Long all they wanted, but he was actually one of the two most dangerous men in America. The other, continued Roosevelt, was Douglas MacArthur. Roosevelt used federal patronage in Louisiana to reward Long’s enemies and launched an IRS investigation of Long and his associates.

As a prelude to the 1936 national elections, Long organized “Share the Wealth” clubs all over the country. He claimed that his clubs had more than five million members. Long used his Senate office to administer the clubs and received more mail than all other members of the Senate combined. Confidential polls taken on behalf of Roosevelt showed that Huey Long, had he run in the 1936 election, could have polled 6,000,000 votes, enough to hold the balance of power between the Republican and Democratic candidates.

The author of a well respected biography of Long that appeared shortly after his death stated that Long
provided a:

… lesson in American politics that should be studied, memorized, and utilized. He was well on his way to becoming America’s first dictator. Perhaps he was only a bubble flashing on a stormy sea. But his popularity, his power, his rapid rise, were the result of a deep malady in American life that has not disappeared because Huey Long disappeared.

Huey Long was, in many respects, an obnoxious human being. He boasted; he berated; he intimidated. He had a penchant for publicly humiliating his associates, including his hand picked successor for governor. If he were eating with members of his entourage, he would pick the choicest morsels of food from their plates. When he was drunk, he was worse, picking food from the plates of anyone around him.

Long was fatally wounded by gunfire in the Louisiana State House in 1935. At the time it was thought that he was assassinated by Dr. Carl Weiss, the son-in-law of one of the few sitting judges who was not subservient to Long. The night of the shooting, Long had pushed through legislation to gerrymander the judge’s district and prevent his re-election. Long had reviled the judge in his public statements and it was rumored that Long was about to charge that the judge’s family, which would have included Weiss’ wife and his infant son, had some black ancestors. At that time in Louisiana, such a charge would have led to the ostracism of the family. After the shooting, Weiss was hailed as a hero by many. However, Weiss’ family always contested the claim that Weiss killed Long and a strong case can be made that Long was killed by ricocheting bullets of his trigger-happy bodyguard.

Robert Penn Warren (1905 – 1989) was a poet, novelist, teacher and critic. He was awarded two Pulitzer prizes for poetry and a third in literature, for All the King’s Men. Warren taught literature at the University of Louisiana, Vanderbilt, the University of Minnesota and Yale. He was selected as Poet Laureate of the United States in 1986.

While Robert Penn Warren was at the University of Louisiana, he witnessed first hand Huey Long’s efforts to legitimize his autocratic rule by attracting respected teachers to the University. Long gave academics complete academic freedom, except that they could not interfere in politics. In the film and the book, this “bargain with the devil” is played out through the character of Dr. Stanton.

There are many differences between the Willie Stark in the film and Huey Long. Long’s family was not poor. Nor was Long an innocent when he entered politics. He had a long history of gambling and he had been a traveling salesman for years before he received his license to practice law. The story of adopting a child is fictional, since Long had several children of his own. Long’s election to the Senate is ignored in the film. The affair that Long is reputed as having was with his secretary, Alice Lee Grosjean, who he appointed to be Secretary of State. Despite these differences, the essence of the character of Willie Stark bears a strong resemblance to Long and to any demagogue.

All the King’s Men, both the novel and the film, show some of the limits of the use of historical fiction. It serves an important literary function for Stark to be killed by Stanton. Since more people are familiar with the book and the film than with the actual history of Huey Long, the conclusion that Long was assassinated by Dr. Weiss gains strength from the book and the film. However, there have always been people who argued that Dr. Weiss approached Long only to talk to him or perhaps to have a fistfight with him. They contend that Long’s bodyguards, as they shot Dr. Weiss some 60 times, killed Long with ricocheting or misdirected bullets. Eye witness accounts from people associated with the Long political organization, stated that Weiss shot Long at close range. But the Weiss family noted that Dr. Weiss had spent most of the day of the shooting (a Sunday) happily with his wife and son, that he was not overtly concerned with politics, that he was involved in making plans to perform an operation the next day, and that assassination was completely out of character for the man. Proponents of this theory point out that no formal criminal investigation was performed and that the Long political machine had a vested interest in making Dr. Weiss out to be an assassin. After Long’s death, his political heirs identified the anti-Longites with the assassination, ran the next election against the killers of Huey Long, and won. For the case that Dr. Weiss did not kill Huey Long, see The Day Huey Long Was Shot by David Zinmam (1993, University Press of Mississippi).


1. See Discussion Questions for Use With any Film that is a Work of Fiction.


2. What are the conditions of a society that permits a demagogue to flourish and take control of the government?


3. Can you name any other instances in American history in which demagogues obtained power in a state? Describe the situation.


4. Describe how Willie Stark used everyone around him for his own purposes.


5. Was there anyone that Willie Stark didn’t use for his own purposes?



1. Ambition is often a very good value leading people to do very good things. However, it didn’t work that way with Willie Stark. Explain how ambition works for the benefit of society and what happens when it goes wrong and works to the detriment of society.


See Discussion Questions Relating to Ethical Issues will facilitate the use of this film to teach ethical principles and critical viewing. Additional questions are set out below.



(Do what you are supposed to do; Persevere: keep on trying!; Always do your best; Use self-control; Be self-disciplined; Think before you act — consider the consequences; Be accountable for your choices)


1. Could Willie Stark have been so successful if others had not allowed themselves to be induced to do the wrong thing?


2. The Judge shot himself rather than do what Stark wanted him to do. Was this the right thing to do?


3. Describe how Willie Stark corrupted each major character in the film.


4. If autocratic power was necessary to deliver good roads and good schools, what was wrong with what Willie Stark did?



(Play by the rules; Take turns and share; Be open-minded; listen to others; Don’t take advantage of others; Don’t blame others carelessly)


5. What rules did Willie Stark break that were important from a moral standpoint? Were his actions justified?


6. What rules of politics and social discourse in Louisiana during the Great Depression did Willie Stark break? Were these rules worth maintaining? In breaking these rules, did Willie Stark do the right thing?


7. In ruling through favoritism and making political loyalty the key to success, how did Willie Stark violate the principle of “Fairness?”


Students can be asked to research the real Huey Long and describe how the story in the book or in the movie compares with history. The movie and the book are also substantially different and a comparison between the two would be an excellent project in a class focusing on literature or film. See also Assignments, Projects, and Activities for Use With any Film that is a Work of Fiction



In addition to websites which may be linked in the Guide and selected film reviews listed on the Movie Review Query Engine, the following resources were consulted in the preparation of this Learning Guide:

  • The Kingfish and His Realm, William Ivy Hair (1991, Louisiana State University Press), Roosevelt quotation at p. 246.
  • The Story of Huey P. Long by Carleton Beals (1935, J.B. Lippincott Company), the quotation is from pg. 14; and
  • The Day Huey Long Was Shot by David Zinmam (1993, University Press of Mississippi).

This Learning Guide was last updated on April 7, 2010.

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