When Anne, glowing after Stark's victory speech, asks Jack and Dr. Stanton about Stark's utopian promises, Dr. Stanton remarks that Willie has made a "bribe" to the people ("That's his bribe").

Jack responds to the word bribe in the next voice-over while another long montage illustrates a series of Stark's corrupt scandals, including instances of graft and aggressive, strong-arm bullying. Through Burden, Willie keeps accounts and records of dirty and shady deals and indiscretions in a "little black book" ("a record of sin and corruption"). However, Willie also improves the schools and roads, builds power dams and retains the love of the people through massive construction projects:

(voice-over) What if it is his bribe? He swept the old gang out of office. What if they hollered like stuck pigs? He jammed through bill after bill and the people got what they wanted...

Willie yelled at the legislators and pounded on a desk: "I demand that this bill be passed. Nobody's going to tell me how to run this state." As a charismatic governor, rising to the pinnacle of power, he establishes his own political machine and becomes as brutal, fascistic, fearsome, dirty, despotic, dishonest and corrupt as the crooks he's replaced.

(voice-over) He started to build the roads, schools, power dams, to change the face of the state from one end to the other. His methods? Politics is a dirty game and he played it rough and dirty. Willie's little black book was a record of sin and corruption. And me, Jack Burden, I kept the book and added up the accounts. Clown, show-off, playboy they yelled at him. Building football stadiums, fiercely proud of his son who played...He said he was building up a private army, but he was building, always building, always playing up to the crowd, letting them trample on tradition. (He institutes square-dancing in the Governor's mansion.) Well, tradition needed trampling on. The crowds loved it, and Willie loved it, and so did I.

But during the entire time, Willie Stark is playing around (and is often in compromising poses in photos), and unfaithful to his non-present wife Lucy. He also carries on an adulterous affair with his strategist-mistress Sadie. [Her sexual role is basically non-existent and off-screen - downplayed due to Production Code censorship]. Sadie is quickly upset over the scoundrel's growing appetite and attentiveness to other women and how she is being two-timed: "There's a new invention, you know, photography and newsreels. Willie Stark in a nightclub. Willie Stark with a blonde!...I could also break every bone in his neck. After all I've done for him, now he goes two-timing."

[Note: Stark also appears to have taken his friend Jack's fiancee, an infatuated Anne, as his other mistress. She covers her affair by claiming they are working on a "charity project" - a childrens' home.]

When one of his cronies, state auditor Dolph Pillsbury (Will Wright) gets caught with his hand in the pork-barrel, Willie browbeats the loyal aide and forces him to write a resignation letter (and explain his resignation on a faked account of ill health). Ushered into the room, AG Judge Stanton mentions that the newspapers have the full story on Pillsbury, and "they're talking about impeachment proceedings" - against Pillsbury "this time." Stark manages to maneuver to escape demands for impeachment and other charges through ruthlessness and inhumanity toward his political opponents. On the telephone, he bribes a legislator, Jeff Hopkins, by promising to pay his mortgage renewal if he drops the case as one step toward saving "Pillsbury's hide." Ultimately, Stark feels threatened by charges of political corruption by his long-time rival McMurphy ("If the McMurphy boys get the notion they can get away with this, there's no telling where they'll stop").

Stark also refuses to let Judge Stanton, his Attorney General, prosecute the case (Stanton argues: "Pillsbury is guilty. As Attorney General of this state, it is my job to prosecute"). After a moment of indecision, the Judge resigns. Stark has the final accusatory word:

I'll tell you what you are. You're scared. You sat in that big easy chair of yours for thirty years and played at being a judge. And all of a sudden, I came along and put a bat in your hand and I said, 'Go ahead, judge, start swinging,' and you did, and you had a wonderful time. But now you're scared. You don't want to get your hands dirty. You want to pick up the marbles, but you don't want to get your hands dirty. Look at my whole program, Judge. How do ya think I put that across?...You're not by any chance thinkin' of going over to McMurphy's boys, are ya?

Although the Judge states: "I'm through with politics," Sadie isn't assured that the Judge will keep out of Stark's dirty affairs. Soon afterwards, she is proven right. Stanton "gave the story to every paper in town." The Star-Dispatch newspaper headlines read:

The cover-up graft case is rapidly dismissed in the state's legislature, however, due to Willie's pressure tactics to beat the rap. Feeling pressure, Stark's new plan is to threaten to blackmail the judge behind the impeachment proceedings, Judge Stanton, by digging up skeletons in his past. Stark summarizes to the reluctant Jack:

Jack, there's something on everybody. Man is conceived in sin and born in corruption.

Jack feels otherwise: "There's nothing on the Judge...It's a waste of time." Stark asks him: "What's the matter, Jack? Are you afraid you might find something out?"

In voice-over, Jack returns to Burden's Landing to seek a last shred of honor and comfort: "I kept saying to myself that Willie was wrong about the judge. If there was anything left at Burden's Landing, it was honor. I had to believe that."

Dr. Adam Stanton reveals to him that he has decided to turn down Stark's offer to head the new medical center, partly because of his uncle's resignation. Although Jack defends Stark's ultimate goals, he expresses his ambivalence about the politician's methods. Anne remains a solid backer of Stark, her lover:

Jack: I learn something from him. You can't make an omelette without cracking eggs.
Adam: Or heads?
Anne: But at least a hospital will be built and the sick will be cared for.
Adam: At what price?
Jack: At any price.
Adam: Do you really believe that, Jack?
Jack: I really believe that Stark wants to do good. You do too. It's a matter of method. Many times, out of evil comes good. Pain is evil. As a doctor, you should know that.
Adam: Pain is an evil. It is not evil. It is not evil in itself. Stark is evil.
Jack: The people of this state don't think so.
Adam: How would they know? The first thing Stark did was to take over the newspapers and the radio stations. Why be so afraid of criticism? If Stark is interested in doing good, he should also be interested in the truth. I don't see how you can separate the two. No, Stark is not for me.
Anne: No, Stark is not for you. Well, what's for you? Pride, pride, that's all it is, foolish, stupid pride. All you've ever talked about is what you could do if somebody would tear down and build. All right, all right, somebody has and he's given it to you. But he's not for you. No, he's not for you.

As he begins his research into the Judge's background in the County Recorder's office, he asks himself, in voice-over: "Will I find anything, Judge? Will I? I didn't find it all at once. It takes a long time to go through old courthouse records and musty deeds, a very long time. But it wasn't too hard for me. I was well trained in research, especially this kind. I found what I didn't want to find." Unexpectedly, Jack Burden discovers dirt in Judge Stanton's past in a "MORTGAGES DEFAULTED" file drawer, and locks himself away in his hotel room for four days, reading photostat copies of the records and pondering his next move.

Fuming, in pain, and hard-bitten over Anne's illicit romance with Stark, Sadie comparatively and jealously views Anne's picture on Burden's dresser while defiantly speaking to her own image in the mirror. She incites Jack to anger when she implies that his girlfriend has ditched him for Stark:

Yeah, I can see it. I gotta look in the mirror to be able to see it. Soft white skin, not like mine. I had smallpox when I was a kid. Where I lived, it seemed nearly all the kids had smallpox. It leaves your face hard. And she's got poise. Look at the way she holds her head at just the right angle. That takes training, that takes years of training. I see what Willie sees. Willie's got big ideas, Jack...A girl like that could be a governor's wife or even a president...He ditched Lucy, he ditched me, and he'll ditch you...He'll ditch everybody in the whole world because that's what Willie wants. Nobody in the world but him...You and your high-toned friends. What do they know? What do they know about anything? Why did you have to mix her in?...

Jack slowly becomes increasingly disillusioned by Stark's demagoguery and his sly turn toward greed and arrogance. He doesn't reveal to Willie what he has unearthed - that Judge Stanton was involved in a petty, but unsavory blackmail scandal many years earlier.

Tragically, the governor's son Tom (while drinking) has a severe car wreck when his car goes out of control, swerves off the road and plows through a fence. Both Tom and his girlfriend, Helene Hale (Helene Stanley), are thrown from the vehicle, but she is near death with major injuries, while Tom suffers only minor injuries. The next day, the Daily Register reports that the "girl's father claims drunk driving cause of wreck," and charges that the police records were falsified. The press is denied admittance to the hospital.

Mr. Richard Hale (Richard Hale), the young girl's irate father, calls on a boozing and insensitive Stark (dressed in a black, monogrammed robe) in his mansion, surrounded by his entourage (Jack, Tiny, and Sugar Boy) and his concerned wife Lucy. Although the police reports have been falsified, Tom is called down and admits to Mr. Hale in front of his father and others that he doesn't want a cover-up - he confesses: "I was driving and I was drunk. It's all my fault. Anything you want to do to me, you can do. Whatever you want me to do, I'll do." He refuses his father's intervention ("I'll take care of everything") and takes responsibility for the accident.

Hale, employed in the trucking business, refuses to be bought off and bribed, as he recalls the beginning of Stark's corruptible political career:

You're pretty good at talkin'. I remember when you first started talkin', in a place called Upton. You did a lot of talkin' then, and the things you said made sense to me and a lot of other people. I believed in you, I followed you, and I fought for you. Well, the words are still good, but you're not. And I don't believe you ever were.

As Hale leaves, Stark orders his henchman Sugar Boy to follow him. After everyone has left except Burden, Stark is now wildly drunk as he winds his way through his living room and bumps into the piano. With one hand, he sweeps a bouquet of flowers away and it crashes to the floor. He staggers up his sweeping staircase and collapses, where Burden assists him and also voices his disgust: "I'd like Anne to see you now. I'd like Anne to see you now, you drunken sot!"

Soon after, the Post Standards reports:

Without Hale around, Stark makes counter-claims to the press that it's all "a mess of lies," and that Hale has framed him: "This whole thing is a mess of lies. It's a frame. The man that made that statement - have him repeat it to my face. He can't. He vanished. Let me ask you some questions. Where has he gone? Where is he?"

He then attends his son's State University football game in a stadium filled with 70 thousand fans, booing and heckling the Governor, and accusing him of shamefully keeping his boy, a star player, from the lineup. Before his son's head injuries (and a concussion) are fully healed, in the team's locker room, Stark goads his son into playing: "Go on kid, get out there and play. Show 'em the kind of stuff that Stark is made of." When Tom (#73) is tackled hard during a running play, he is unconscious and requires hospitalization.

Stark blames himself for Tom's injury ("I sent him in"). Dr. Adam Stanton arrives with news that a specialist ordered by Stark, Dr. Brenham is unable to be flown in until the following morning. Dr. Stanton's prognosis is that Tom will still be permanently paralyzed even after a life-sustaining operation by Dr. Brenham. When Stark attempts to bribe Dr. Stanton: ("Look, doc, anything you want in the world you just ask for it and you got it"), but Stanton refuses. He reminds Stark of his manipulative powerlessness in the face of the tragedy: "There are some things, Governor Stark, that even you can't buy." Stark's wife Lucy urges Dr. Stanton to operate immediately. Stark then asks Jack if Dr. Stanton knows of his affair with Anne. Jack answers: "He doesn't know a thing... not a thing."

Anne has been waiting outside the hospital and learns Tom's prognosis from Jack. Along the waterfront outside the hospital, Anne confesses her intimate affair with Willie to him, and that she may marry Stark someday. Likewise, he tells Anne about his damning findings of past wrongdoings by her uncle, Judge Stanton:

Jack: Anne, Anne, why did you do it?
Anne: He wasn't like anybody I ever knew before.
Jack: You mean he wasn't like me.
Anne: He wasn't like anybody I ever knew before. I love him, I guess. I guess that's the reason.
Jack: Everybody loves him.
Anne: He wants to marry me.
Jack: Are you going to?
Anne: Not now, it would hurt him. Divorce would hurt his career.
Jack: His career!
Anne: Jack, Jack, what are you going to do? You can't leave him now. He needs you now more than he ever did before.
Jack: What Willie needs, Willie's got.
Anne: You don't know him. You've known him all these years and you don't really know him at all.
Jack: What about Adam?
Anne: Adam?
Jack: Well, you don't have to worry about him. If Adam finds out, it'll be easy to prove a Stanton is no different than anyone else. Just show him these. (He hands her evidence he uncovered about her uncle.) Willie was right. Man is conceived in sin and born in corruption, even Judge Stanton. Show them to him, Anne. Change the picture of the world that Adam has in his head, just like our picture of it has been changed. Wipe out everything he's ever believed in, it'll be good for him. There's no god but Willie Stark. I'm his prophet and you're his ---. (She turns her head in disgrace and shame.) Anne, Anne, I'm sorry. I didn't mean. Anne.

In the next sequence, Stark supervises the construction of a new, 15-story-high hospital. It will also include a laboratory ("Finest technical equipment in the world"). Dr. Adam Stanton is already persuaded to head the new hospital, probably due to coaxing from his sister Anne to accept the position. He vows to resist any of Stark's legendary interference, however, and doesn't answer Stark's offer of a deal: "You stay on your side of the fence, I'll stay on mine." Burden's callous and cynical voice-over comments on Willie's pervasive demagoguery:

"Now he had us all, me, Anne, and Adam. Now we all worked for him."

A narrated, propagandistic newsreel about the governor's accomplishments is projected in a screening room in documentary style, destined to be played in movie theatres throughout the country for his re-election campaign. It portrays the heritage he has built of various monuments and public works (a toll-free bridge, Stark College to provide an education to "every man, woman, and child - rich or poor," Stark Museum, and the Willie Stark Library) - all dedicated to the people. Stark is also shown reviewing a lineup of his personal police force. When the film concludes, Stark questions why the final dichotomous question should be included:

And so the eyes of the entire nation are now focused upon Governor Willie Stark. An amazing phenomenon on the American political scene. The whole state is filled with his accomplishments. Each one of them, of course, bearing his personal signature to make sure that no one will ever forget who gave them to the state. This is the way the roads used to be, but there are those who claim that they were adequate for the people's needs, that you don't need a four or six lane highway for a horse and buggy. When Stark boasts of his great school system, his critics say, 'You can't go to school and work in the fields at the same time,' and they question the benefit of these projects, charging that the need and poverty of the people is as great as before. Willie Stark has never forgotten the source of his power - the people who supported him. He still keeps his touch with these people of the backwoods, making periodic trips to such places as Kanoma City, now famous as his birthplace. For those who say that Willie Stark is a man of destiny, there are others who claim that he is a man of evil, a man who cares neither for the people or the state, but only for his own personal power and ambition. Obviously, these ambitions go far beyond the boundaries of the state. Just how far, only time will tell. Meanwhile, he is here, and from the looks of things, he is here to stay. Willie Stark - Messiah or Dictator?

Stark appears to be planning to eventually move on to the White House after a second gubernatorial campaign. The Chronicle reports that "STARK BEGINS RE-ELECTION CAMPAIGN - State-wide Tour Starts with Visit to Kanoma City." A convoy of black vehicles transports Willie to his rural homestead for a "day with the family." For the benefit of photographers, Jack Burden sets up a hypocritical portrait of family harmony on the front porch, including Tom (in a wheelchair), Willie's aging father, and embittered wife in the picture. After wolfing down a home-cooked meal by his wife, Willie shows his father the new radio he has bought for him and how to receive police reports. To Willie's consternation, his aspirations are short-circuited when a special bulletin announces the discovery of the body of Richard Hale:

A medical examination revealed that he was beaten to death. The ugly charge of official murder has been hurled at the administration by a coalition of Stark's opponents led by Judge Stanton, lately an outspoken critic of the administration. Thus, an almost forgotten incident provided the spark that might set off the explosion needed to rock Willie Stark out of power. The latest report is that impeachment proceedings may be instituted...

Realizing the need for his wife's and son's familial support for positive publicity against claims of murder, Stark demands that Lucy and Tom immediately return to the capital city with him. Tom contemptuously denounces his stepfather's duplicity:

Tom: Now he needs us, now that he's in trouble, he needs us so he can lead us around like monkeys with rings in our nose so he can say to people, 'Look at me, feel sorry for me. Just a family man with a wife and a crippled son.'
Willie: (raising his hand wrathfully) Shut up!
Lucy: Willie!
Tom: Why don't you leave us alone?..
Willie: How many scrapes have I gotten him out of? How many girls?
Lucy: Willie, stop!
Willie: It's not him they're after, it's me. How many half-witted apes do you think I'm gonna have to pay to square this one? What do you think this is gonna cost me?
Lucy: What do you think it cost him? (Willie turns away from Lucy)
Willie: (with a broken voice) A man builds for his son, that's all he builds for.
Lucy: Willie. (Lucy heads off to find Tom in his bedroom, as Willie takes a swig from a bourbon bottle handed to him by Jack.)
Pappy: (shaking his head) No good, Willie. No good, Willie.

Willie's wife and son have no choice but to join him for the drive back to the state capital, with a motorcycle escort. His Pappy stays behind.

A House resolution of impeachment - for incompetence, corruption, favoritism in office and "other high crimes," is passed against the Governor of the state. The next stage in impeachment proceedings is a trial in the Senate - the votes against Willie are being stacked up. Willie schemes to use the information dug up by Burden to confront reputable Judge Stanton who controls the decisive votes ("four Senators wrapped up in his hip pocket"). Willie asks Burden for help: "What have you got in your black book about that old friend of yours?", but Burden refuses to cooperate with Stark: ("I'm going to give him a break. If he can prove it isn't true, I won't spill it").

The voice-over narration by Burden continues, accompanied by another montage of Willie's barnstorming tactics and barking speeches to seek the hick-vote, and to sway the impeachment votes of Senators who back Judge Stanton:

The chips were down and Willie knew it. He was fighting for his life. He roared across the state making speech after speech and all of them adding up to the same thing. It's not me they're after, it's you. Willie hollered FOUL. Willie knew if you hollered long enough, hard enough, and loud enough, people begin to believe you. Just in case they didn't, he organized spontaneous demonstrations....In case anyone hollered back, he organized spontaneous slugging. Willie pulled every trick he ever knew - and added a few more...And always the trail led to one place, to Burden's Landing and the Judge.

At Burden's Landing, Jack brings a message to Judge Stanton to release his votes against Willie Stark, but the Judge refuses to repeat his mistake twice: "I made a mistake once, Jack, when I resigned, but it was too easy then just resigning and pulling out. Well, Jack, I've made my choice. I have nothing more to lose."

Willie barges into the mansion with Sugar Boy and personally confronts Judge Stanton with Burden's incriminating evidence (relayed to Stark by Anne in a foolish betrayal of her uncle): "You know, Judge, dirt's a funny thing. Some of it rubs off on everybody. How did you get the job, Judge? Blackmail?"

The reputable judge is reminded, over twenty-five years earlier, of how he acquired the job of consul for the Fortune Electric Company - through blackmail. Willie's loyal "hatchet-man," Jack Burden, urges the Judge to release his opposition votes immediately, to save his reputation, but he remains steadfast: ("You'll have it in the morning"). As they are leaving, Anne and Dr. Stanton appear at the front door. Burden privately asks Anne: "Did you give him --- " but his question is interrupted by the Judge's answer to the Governor - the disgraced Judge Stanton commits suicide off-screen in his study with a single gunshot; the group is stunned to find Judge Stanton dead on the sofa; afterwards, Dr. Stanton realizes that Anne, not Jack, betrayed and exposed the damning evidence to Willie, on account of her intimate affair with the governor.

The impeachment threats are softened with the arrival of hordes of supportive hicks into the state capital. A radio bulletin in Jack Burden's hotel room reports: "From all over the state, they're streaming in, from the hill country and farms, the lumber camps, by boat, by train, by horse and on foot. Willie Stark's Army. The state capital is filled with rumors, one of which is that Stark is planning to seize power by force. As commander of the state militia, he has..." Jack switches off the radio, in disgust. Anne arrives at Jack's hotel room - distraught over a falling-out between herself and Willie, and also with her brother Adam, whose dreams of heading up a new hospital are now obliterated.

Anne tells Jack that Willie is returning to his wife Lucy. She begs Jack to help locate her disgruntled and outraged brother:

Anne: I tried to explain to him [Adam] that it wasn't the way he thought it was.
Jack: How was it, Anne? You tell me.
Anne: He hit me, Jack. My own brother, he hit me.
Jack: Your brother's an old-fashioned man. He believes in his sister's honor. Me, I'm a modern man, the 20th-century type, I run.
Anne: I'm frightened, Jack.
Jack: For who, your brother or Willie?
Anne: We're through.
Jack: Who's through with who?
Anne: He called me this afternoon. He's going back to Lucy. He said it was better this way.
Jack: Better for who, him?
Anne: Both of us.
Jack: Did he tell you that too when he asked you to betray the judge? At least I walked out on him.
Anne: Oh Jack, help me, please! Please! Adam's all I've got left now. Oh Jack, if you ever loved me.
Jack: If I ever loved you? I'll go find Adam.

In the final memorable scene, the state capital building is mobbed and surrounded by legions of intimidating supporters loudly shouting out their encouragement for Stark. The people's triumphant hero is inside defending himself during the impeachment hearings. The public-address system is used to encourage the mob to remain in place until the proceedings have concluded. The results of the balloting later that evening determine that Willie has again beaten an impeachment rap. The unscrupulous Stark emerges on the front steps to deliver a boisterous victory speech to the idolatrous crowd:

They tried to ruin me but they are ruined. They tried to ruin me, because they did not like what I have done. Do you like what I have done? (The mob cheers wildly.) Remember, it is not I who have won, but you. Your will is my strength, and your need is my justice, and I shall live in your right and your will. And if any man tries to stop me from fulfilling that right and that will, I'll break him. I'll break him with my bare hands, for I have the strength of many.

As he walks away with Jack's arm wrapped in his own, Stark is gunned down with two shots at close-range by an assassin - the embittered and vengeful young Dr. Stanton, Anne's brother and the nephew of the judge. In the immediate aftermath, Adam is viciously gunned down by Stark's accompanying bodyguard Sugar Boy. Pandemonium breaks out. After Anne and Jack both kneel over Adam's body in shock, Jack grabs her by the arms and challenges her to give "meaning" to Adam's death by telling the people the truth about Willie Stark:

Jack: Anne, where are you going?
Anne: I don't know. Leave me alone.
Jack: To do what.
Anne: I don't care.
Jack: No, that's too easy.
Anne: I don't know, I don't know, I don't know!
Jack: I do.
Anne: Leave me alone, please.
Jack: No, no more.
Anne: He's dead.
Jack: We're alive.
Anne: My brother's dead.
Jack: We've got to go on living.
Anne: How?
Jack: So that Adam's death has meaning. So that it wasn't wasted. Anne, our life has to give his death meaning. Don't you see that? Look at those people. LOOK AT THEM! They still believe. And we've got to make them see Willie the way Adam always saw him or there's no meaning in anything, anything.

[With Anne, Burden plans to remain in the capital city to finish the job that Adam had started - to literally and figuratively destroy the treacherous legend and life of Willie Stark.]

Mortally wounded and dying on the steps, a dismayed Stark delivers his final words to Jack, Sugar Boy, Sadie, and Tiny Duffy - in close-up:

It could have been whole world - Willie Stark. The whole world - Willie Stark. Why does he do it to me - Willie Stark? Why?

[Historical Note: Huey Long was assassinated in September of 1935 by 29 year-old Dr. Carl Austin Weiss, a respected Baton Rouge, Louisiana surgeon-physician whose father-in-law Judge B. Henry Pavy was being personally and politically attacked by Long. Weiss died in the gunfire, and Long died two days later.]