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Robert Penn Warren began Proud Flesh, the unpublished verse drama that became All the King's Men, in Italy during the days preceding World War II. Mussolini, Italy's Fascist dictator, regularly marched his black-shirted thugs through the cobbled streets of Rome. Warren saw this display of force and was reminded of Louisiana governor Huey Long's private army, called "Huey's Cossacks," composed of members of the National Guard and the highway police. Impressed by both these leaders' rise to, and adept use of, power, he sought to explore how and why a person obtains power. In particular, he was intrigued by the roles that time and geography play in the creation of such leaders, who rely on strong-arm tactics to acquire and hold on to power. But Warren didn't write about Italian politics; he set his story in the place he knew best, the southern region of the United States.
During the years after the Civil War and through the 1930s, parts of the southern United States were so poor that many people lived in shacks with holes in the roof large enough to make stargazing possible. Other people lived the comfortable lives of Southern aristocrats and, for the most part, ignored the poor folk. The poor felt helpless. Thus, when leaders emerged who understood their despair and promised to alleviate their suffering, the poor raised their voices in a roar of approval. But these leaders, alas, too often resorted to unethical and corrupt practices for righting decades of wrongs.
The Southern setting of All the King's Men offers a vivid landscape for exploring the universal theme of power-its use and the effect it has on those who use it. Nevertheless, a story similar to Willie Stark's rise to power and Jack Burden's dependence on a man of power could be told in a variety of settings. The ingredients for such a story include a time and place in which the masses are helplessly grasping for a messiah to pull them out of the meaningless chaos of their lives.