TORONTO -- James Carville, political pundit turned movie producer, figures it this way. "Look, they've told 'Hamlet' 8 million times. I guess they can tell this one twice."

		Related Review 'All the King's Men' Listen In: Key players in "All the King's Men" discuss their movie at the Toronto Film Festival: Sean Penn, who plays Willie Stark, on the film's message Political pundit/producer James Carville on what the movie is and is not Director/writer Steve Zaillian, on the movie's tragic tone

Besides, the first version of "All the King's Men" came out in 1949, and most of the people in the room weren't born then, he speculates. So perhaps they haven't seen the Oscar-winning adaptation starring Broderick Crawford as Willie Stark, an idealistic redneck who turns into the Boss, a ham-fisted, corrupt politician.

In the 1946 Robert Penn Warren novel that inspired both films, Willie insists if you dig hard and long enough, you will find dirt: "Man is conceived in sin and born in corruption and he passeth from the stink of the didie to the stench of the shroud. There is always something."

Steve Zaillian, who never saw the original film, wrote and directed the remake starring Sean Penn. Notables such as Jude Law, Patricia Clarkson, Kate Winslet, James Gandolfini, Mark Ruffalo and Anthony Hopkins fill supporting roles.

Governors, even ones who get roads paved and hospitals built and textbooks into poor students' hands, aren't the only ones who occasionally dance with the devil.

"It's not just politics where people make compromises on the way to doing what they want to achieve," said Carville, participating in a pair of press conferences during the Toronto International Film Festival. "That's one of the reasons that I really do love the film is that it speaks to that and also, if I've heard one thing in all of the focus groups that I've listened to all of my life it's, 'Well, they all start out wanting to do the right thing ...' "

"All the King's Men," inspired by the career of Louisiana Gov. Huey P. Long and other political demagogues, was filmed in his home state before Hurricane Katrina hit. The parallels between the book and recent history were lost on no one.

"It was a shoddily built schoolhouse in the movie, and I think there were some substandard levees in my home state, if I remember correctly," says Carville, wearing a black T-shirt emblazoned with, "This is what a FEMINIST looks like."

The subject of ruptured levees hits close to home, in every way, for New Orleans native Clarkson, the red-haired actress who recently won her second Emmy for her guest role on HBO's "Six Feet Under." Penn quietly turned up in the days after Katrina to help search for survivors, but Clarkson's family lives there.

"I think what is most difficult is to talk about a movie on one hand and a catastrophic event, calamity, tragedy, to kind of marry those two thoughts in a press conference, but it's undeniable and it's bittersweet," she said, in her lilting accent.

"It was extraordinary to be in my hometown, shooting this beautiful, exquisite film that is part of my childhood with these great, great people. It was a dream, and then many months later, that glorious city that was so alive ... you couldn't get a hotel room, you couldn't get a dinner reservation, the city was just blazing," and then its light was doused by deadly waters.

"I have family there that are still recovering, I have many members of my family who lost everything. But the good thing is we have learned, I think while the government rebuilds the levees, they need to rebuild themselves, because they both failed miserably."

And the city is not going anywhere. "You have to know New Orleaneans; it will never go away, the city. Ever."

When Carville later suggests that the movie will get people thinking (he proposes you see the film, then go to dinner), Clarkson adds that she hopes it will make them visit or revisit her hometown.

"Don't ask for guidance, just drop in and let the city be your guide," Penn suggests.

The Oscar-winning actor looks little like his cinematic counterpart. He sports a mustache, his brown hair curls slightly at his shoulders, his blue shirt is open at the collar, and the weight (real or padded) he threw around in the movie is long gone.

His burning cigarette, visible in many of the photos shot at the Sutton Place Hotel, will later draw the attention or ire of officials and anti-smoking activists. Maybe it's time for the celebrity swag -- although Penn is not the type to partake -- to include a patch for just such occasions.

It admittedly is a long, late-afternoon slog -- 75 minutes of questions, sometimes in heavily accented English, in two different ballrooms, plus time posing for photos -- as questions come about the movie's relevance, Louisiana, politicians, what one international writer calls President Bush's "so-called war on terror" and even the participants' favorite music.

That last one sent Penn's head into his hands as he joked about favorite colors and promised to get back with an answer.

However, he called Louisiana a "human library" and "historical playground" for anyone looking to build a character such as Stark. He drew upon Long and his politician brothers in building the Southern kingfish and tapped into the evangelical roots of oration.

When someone suggests Willie is evil, he says he doesn't see him that way; he's a man who meets challenges with compromise and sometimes corruption gets in the way. "A well-written character breeds enthusiasm for acting," he said, and the credit for that belongs to the novelist and Zaillian, the screenwriter-director.

Zaillian encouraged the people in charge of props and makeup to steer clear of the original movie, as he did, and some of the cast members did, too. Clarkson volunteers the tidbit that Warren's grown children came to the set "and were so happy with what Steve had done."

The director, who won an Academy Award for his "Schindler's List" screenplay, thinks the tenor of the times will mean more movies with political backdrops.

"I think in the most troubled times, you get the best films, and God knows we're in troubled times now. Hollywood is a bottom-line business and it, as a whole, is going to do what it thinks is going to make money. Every once in a while, something kind of slips through the door, and I think that this is one of those films. I'll be lucky if I ever slip something like this through again."

The press conferences are nearly as rich as the book in quotes. Among some of the more memorable ones:

Mark Ruffalo (physician Adam Stanton) says he had dinner with Carville when he joined the project: "He told me it was the political manual for American politics and it hasn't really changed, from that time to now. The only thing that's changed is a lot more money now and that gets a lot more influence. It has a bigger voice now."

Kate Winslet (Anne Stanton): "It's a drama that's about so many things, and it has this strong political backdrop, but to me, it's full of people who are trying to achieve something and trying to find themselves and find their future and who they really are and what they want to be. It's full of people who are fighting for their rights in many ways, be it in love or in politics."

James Gandolfini (political operative Tiny Duffy), on working in a place so unlike New York and with such talented co-stars: "I had an experience that restored my faith in movies, really, and what movies can say and what they can do."

Mike Medavoy (producer), a 45-year industry veteran, on whether films can change minds: "Having done three Vietnam War movies [including 'Platoon'] and watching the Vietnam War era measure every opinion in America, certainly, and probably the world, I would say that it does have an impact. ... Whether we're the first wave, the last wave, the second wave, the third wave, who knows?

"But for a guy like myself, who was born in Shanghai and raised in Chile, who went to the movies, movies were what I knew of America. Movies were the education I had about how people lived in America."

Carville, cheekily, on corruption: "Thank God we've gotten rid of corruption in American politics. The governor of Connecticut just got out of jail and the governor of Illinois's getting ready to go and the congressman from California, the most affluent district, I think he's going to be, like, 10 years the guest of the federal government.

"I will say this in defense of my home state: We have had some crooked politicians, but at least they had the good graces to entertain us while they were stealing from us."