In 1946, Robert Penn Warren wrote All the King's Men, which garnered him a Pulitzer Prize in 1947. The book is loosely based on Louisiana politician Huey P. Long, and depicts the rise-to-power of the populist politician Willie Stark. Made into a film in 1949, the adaptation won three Academy Awards, including Best Picture. Decades later, All the King's Men would be reborn, as a new film from Oscar-winning screenwriter Steven Zaillian, who would also direct the film. With Sean Penn on board early in the role of the political firebrand Stark, the rest of the cast quickly came together: Jude Law as ex-reporter Jack Burden (the film is told through his eyes), Kate Winslet as Jack's childhood love Anne Stanton, and many others including Anthony Hopkins and James Gandolfini. Also on board was composer James Horner, with whom Zaillian had worked with previously on Searching for Bobby Fischer.

With the film originally slated to be released in the winter of 2005, it was suddenly delayed almost a year. Zaillian explained that it was due to the film simply not being in a state where he was finished with it, since their production had been delayed, and that cut down their post-production time. Horner had written most of the score, and was prepped to record it in the fall of 2005, but had to cancel the scoring dates. After adjusting his music to the new edits, Horner recorded his score at the Todd/AO Scoring Stage in June 2006. [See SoundtrackNet's exclusive coverage of the scoring session here!]

But even then, last minute changes were being made, and a pick-up session was held on August 22, 2006, to replace one cue. Over the years, Horner has become a bit of a divisive figure to fans of film music. Many of his detractors will gleefully point out musical passages where he's sounding very similar to something he's written previously, while his defenders will point out that the music works well in the film, which is the whole point. Based on our observations of how Horner works, we think that he is actually not the one to blame - more than likely, it's the director who is at fault. They may want their scene to sound like Braveheart, and so Horner is pushed in that direction. His scores that are full with originality stem from the opportunities and challenges that arise from working with directors who don't want their scores to sound like the same material Horner has done in the past.

Obviously Horner has a distinctive and recognizable orchestrational style, and fortunately in the case of All the King's Men, most of the music sounds fresh and original - because Zaillian wouldn't allow for anything less. Except, unfortunately, for the case of one track on the album: "Give me the Hammer and I'll NAIL 'EM UP!" is a stirring sequence that, on CD, will give listeners and fans familiar with Horner's work some pause. There will be more on that below in the track analysis section. It should be noted, however, that the pick-up session took place after the soundtrack was mastered, and this cue has been more or less replaced in the film. Keep that in mind, because when the Academy considers the score later this year, they won't be listening to the version heard on the soundtrack. It's a minor pothole in an otherwise smooth and freshly paved highway.

Horner's score is a strongly thematic one, with a sweeping southern-toned main melody, a few motifs, and a theme for Burden and Stanton's childhood memories. How it will compare with his upcoming unconventional approach to Apocalypto remains to be seen, but this is easily one of Horner's strongest scores in the past few years. What follows is a track-by-track analysis of the soundtrack, which will be released by Varese Sarabande on September 26, 2006, and runs just under an hour in length.

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1. Main Title (4:30)

Slowly accelerating percussion builds into a dramatic statement, which comprises what we'll call the Power Theme. It's strong in the brass, and interweaved with the accelerated percussion builds, which are topped with Horner's trademarked chimes. This gives way to the Main Theme, played initially on the pianos (Horner used three of them in the score) with quiet strings backing them. The theme is melodic and has a dash of southern flavor to it. Another percussive crescendo, and now the Main Theme is heard on the strings. The middle bridge of the theme is now heard on the woodwinds. The strings ascend, and build it up filling the music with emotion. Now the Main Theme is heard again, in a more dramatic fashion. It ends with the Corruption Motif, four dark chords, followed by a powerful statement of the Power Theme.

2. "Time Brings All Things to Light." (1:45)

Clarinet and strings play in an Americana style, which is then swallowed up by dramatic chords, with fast-paced snare drum. A variation on the Power theme is heard, and then we hear some soft piano patterns that are replaced with a version of the Main Theme that has a secondary countermelody in the high woodwinds. The strings slowly give way to the low brass, and the track concludes on a slightly ominous note.

3. "Give Me the Hammer and I'll NAIL 'EM UP!" (5:59)

This is the controversial track spoken about in the introduction. Low dissonant piano (a Horner staple) is heard, as the horns play a very slow statement of the Power Theme. Now the strings come in, following a structure not dissimilar to Apollo 13. As the music slowly weaves between the Americana strings, the low piano, and the horns playing the Power Theme, the track builds up, with prepared piano adding to the rhythm. Now the accelerating percussion is heard. The strings now build up into a hint of the Power Theme, but then a flourish is heard, and now the high strings are playing a melody as the low strings provide motion and movement. A slight break in the action is heard, as the pleasant harmonized strings and the low dissonant piano returns, but the strings continue their movement. In a very classical style, a phrase is bounced between the French horns and the strings. Now this new Americana melody is heard strongly in the sweeping strings, which has a very Legends of the Fall orchestrational color to it, but it builds into a rather obvious statement of the "Sons of Scotland" melody from Braveheart. However, that will be the only time you'll hear any of the new themes from this track on the album, so let's carry forth!

4. "Bring Down the Lion and the Rest of the Jungle Will Quake in Fear." (3:34)

A solo trumpet heralds in the accelerated percussion, and now a low quiet version of the Power Theme is heard, and it builds up into the dramatic chords from Track 2, but alternating between the French Horns and the brass. Now a slow version of the Main Theme is heard on strings, which gives way to an accordion, and solo violin. The strings soon join in, playing a nondescript melody, which quietly comes to an end. Now the violin and piano are playing a slight variation on the Childhood Theme. A slight cymbal swish, and harmonized strings slowly descend into a proper rendition of the Childhood Theme on piano, backed by strings. It's a very melancholy and haunting melody, and closes the track after one statement.

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5. Conjuring the 'Hick' Vote (3:14)

The Power Theme is slowly heard in the low end, as tension is built through sparse percussion (including the Horner anvil) and quiet syncopated patterns in pizzicato strings. The horns build up, and after a crash the patterns continue, and the cellos now play the Main Theme slowly, making it tense and ominous. Now the Power Theme is heard more prominently, while the tense patterns continue. Another large crescendo, and the track comes to a close.

6. Anne's Memories (2:47)

The Childhood Theme is softly heard on piano, and joined in by a clarinet. Now strings take over the melody, and that leads into a very beautiful melodic bridge section of the theme. Classical in style and sweeping in emotion, this gives way to the clarinet playing the Childhood Theme once more before the track comes to a quiet conclusion.

7. Adam's World (3:43)

Solo violin plays a variation of the Main Theme, which is overtaken by a rumble and then a low statement of the Power Theme. Accelerated percussion gives way to the Main Theme on piano, and then the Corruption Motif is heard on the strings. Now the piano is back, with a very slow spaced out version of the Main Theme. Low pulsing cellos underscore the Power Theme heard on the brass. It slowly builds into a soft pattern of harp and piano that lay below the woodwinds quietly playing the Main Theme as strings bury it below a pad of supporting chords.

8. Jack's Childhood (2:22)

The Childhood Theme is heard again on solo piano, which is slowly joined by very quiet backing strings. It's a somber and quiet rendition of the track, very similar to "Anne's Memories", but without the emotional strings or the melodic bridge.

9. The Rise to Power (3:17)

Piano, harp and solo violin start out this track with the Main Theme. Accelerating percussion builds into a very large statement of the Corruption Motif. The pizzicato texture from Track 5 is back, as the Power Theme is slowly heard. As the track progresses, it gets a bit louder and stronger. Suddenly it drops away, leaving us with the patterned texture, and then a large flourish heralds in a strong version of the Power Theme, which segues into a dark, powerful and ominous version of the Main Theme, which cuts out and leaves a solitary note hanging.

10. Love's Betrayal (2:54)

Pianos play the Childhood Theme, tinged with melancholy and a bit of tension provided by the strings slowly playing a variation on the Main Title. They now take over, and a rather hesitant and downtrodden version of the Main Title is heard. It builds into an ascending melody heard on strings that is full of emotion and clearly feels like someone has been betrayed, much like the track indicates. Just when it reaches its peak, it descends into a somber version of the Childhood theme, on woodwinds and piano.

11. Only Faded Pictures (2:49)

After a string crescendo, a rather dark variation on the Main Theme is heard, with prepared piano adding some color. Slowly, as the piece progresses, the strings are filled out with the rest of the orchestra, as it builds towards an unseen climax, much like in the previous track. Finally it reaches its peak, and starts to descend, but instead of going into the Childhood theme, a soft yet large descending string melody is heard. The track comes to a quiet conclusion, with soft ascending patterns in the woodwinds.

12. As We Were Children Once (2:49)

A soft piano pattern evolves into the Childhood Theme heard on clarinet. Now it gives way to a slowly moving piano pattern, overlaid with soft backing strings. Now the Main Theme is heard on woodwinds, with a chime heralding some unseen darkness.

13. Verdict and Punishment (6:00)

The climax of the film starts out with a dramatic version of the Childhood Theme, performed on the string. This leads into an anticipatory version of the Main Theme, with the strings providing tension as they constantly moving forward. Now the woodwinds and some percussion is heard, building up with an accelerated crescendo to a variation on the Main Theme that is styled like the Power Theme, low in the brass. Now the Power Theme is heard properly, backed by the rhythmic percussion. The strings build upwards into an unfinished statement of the theme as the orchestra crescendos. Now tension starts to build with prepared piano and pizzicato strings underneath ominous brass. Now the Main Theme is heard and the strings provide more tension, building into a false climax. They softly descent in an elegy and now a dark version of the Main Theme is heard, with low chimes, as the bass strings descend. This leads into the Corruption Motif, and then softly the Power Theme is heard, with chimes, as the track comes to a close.

14. All Our Lives Collide (3:23)

This slow moving track plays a soft elegy in the strings, as the orchestra pulses around it. It has a slight crescendo, but ends on a soft and sad note.

15. "Time Brings All Things to Light... I Trust It So." (7:36)

The final track on the album starts out with a solo violin and piano playing the Main Theme. It slowly builds with the woodwinds, and then with a crescendo, chimes are heard building into the accelerating percussion, which takes us to a strong version of the Main Theme. Sweeping and epic in nature, the melody is played out with the full orchestra. The B-section of the theme is also heard, with the building strings. It leads into the Corruption Motif, strongly heard on the brass and horns. Now the strings take over, and lead into the Power Theme. Soft strings play the Main Theme, which then build upwards into the strong emotional strings heard in "Only Faded Pictures", including the denouement with the descending string motif. This gives way to the Power Theme heard low in the orchestra, but it builds upwards, gaining strength as the orchestra climaxes into a version of the Main Theme, with the descending bass line. Once it reaches its peak, it all cuts out, leaving us with a somber version of the Power Theme, with chimes and prepared piano - and the album softly comes to a close.

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Special thanks to Robert Townson at Varese Sarabande

Related Composers: James Horner