many writers and their work, Tim McCanlies
admits a great deal of the characters
who appear in Secondhand Lions emerged
from his own past. "As a kid I spent
a lot of summers with my grandfather,
who was a crusty character much like the
uncles in the movie," he reflects.
"But while my grandfather was tough,
there was a real tender side that was
buried under so many layers. He loomed
large to me as a kid. And growing up with
a good, strong male figure in their lives
is what could make the difference in how
a child grows up. I tried to figure out
what it is that men teach boys and deal
with that a little bit in the film."
Lions follows the comedic adventures of
an introverted boy named Walter (Haley
Joel Osment), whose mother, Mae (Kyra
Sedgwick), dumps him off, in the midst
of a young life marked by broken promises,
to spend the summer with his cranky, eccentric
of cinema's most acclaimed actors, Michael
Caine and Robert Duvall, play Garth and
Hub McCann, the great uncles unexpectedly
given a boy to watch over during one long
Texas summer in the 1960's. Tim McCanlies
describes Hub, played by Duvall, as one
of those old people whose earlier exploits
in life might surprise us. "Once
that part of Hub's life was over, he came
back to the house where he and his brother
had grown up and was prepared to sit down
and die. Garth, played by Michael Caine,
has come back as well to look after his
older brother. He doesn't really have
anything else in his life right now."
Hub, growing old is an uncomfortable proposition.
"It's not that he's getting old;
it bothers him because he's becoming useless,"
says Robert Duvall, adding that the uncles
"feel useless, but they would like
to be not useless. They would like to
find other things. They talk about death
and being old, but yet they try to stay
active. Garth has these salesmen come
out to supposedly sell them things, and
they shoot at them with shotguns. Not
to kill them, but to scare them off. That's
the sport of the salesmen, to break the
boredom of the day."
first unnerved by his uncles' gruff, uncaring
manner, Walter gradually begins to fit
in with their lives, helping them tend
a garden and care for their five mangy
dogs and one pig, and eventually encouraging
them to start spending some of the millions
they're rumored to have stashed away before
it's too late. Unfortunately, they're
not smart shoppers and when they use some
of their money to buy a lion to hunt,
it turns out to be "secondhand"
- tired, sick and useless.
sees something in the lion nobody else
does -- just as he sees more in his uncles
than their money. When he stumbles upon
an old photograph of a beautiful woman,
Walter becomes fascinated by who his uncles
were - rumored to be bank robbers, mafia
hitmen or Nazi war criminals, their past
becomes a mystery for Walter to unravel.
grills his uncle Garth about the woman
in the picture and learns that her name
was Jasmine and she was a princess that
Hub met and fell in love with while the
brothers served in the French Foreign
Legion in North Africa. "Laced throughout
the film are remembrances of the uncles
as they were much younger, told to Walter
and seen through his imagination,"
explains producer Corey Sienega. "These
adventure sequences are seen in the style
of old serials, films like The Thief of
Baghdad with the pace of Indiana Jones.
They are stories of great adventurers.
Walter's not an adventurer, but the uncles'
tales help bring that out in him."
Caine describes Garth McCann as "someone
who's always talking. He's always telling
Walter the story of Hub's life, and Walter
doesn't know if he's lying or not. But
the boy has his own imagination. He sees
and he learns."
Joel Osment concurs, adding "Walter
is one of those people who are observers.
All his life he's never had the confidence
to do anything. The experience of spending
the summer with his great-uncles changes
his life and he really becomes a man,
someone with conviction".
love story of Hub and Jasmine comes to
mean a lot more to Walter than anyone
realizes and he becomes enthralled as
their exotic tales and remembrances stir
the boy's spirit. "They're very tall
tales," says Tim McCanlies. "Arabian
Nights sort of tales, which is how Walter
sees them as he imagines them in his head.
They're like a kid would imagine them,
informed by comic books and films of the
'40s and '50s. But these sequences also
represent some of the lessons that the
uncles are trying to teach Walt - what
it is that a man does and how a man comforts
Sedgwick describes her character of Walter's
mother, Mae, as "ambiguous. I think
she means well, but she keeps on making
these lousy mistakes. It's hard being
without a husband in 1962 with your beauty
and youth waning. She's so sad and pathetic,"
Sedgwick laughs, "but, so funny."
has been told a lot of lies by his mother
and comes to his uncles not knowing what
to believe. Hub tells him that just because
something isn't true, there's no reason
you shouldn't believe in it. "In
Hub's logic," according to Robert
Duvall, "things that people consider
true are not the best things in life.
Money and power don't mean anything, and
courage and honor and virtue mean everything.
Not to mimic the actions of others, but
to hold oneself to a higher standard.
And that things that may or may not be
true are things you need to believe in
Even after Hub beats the daylights out
of some young hoodlums who taunt him,
"he takes these young men home, feeds
them steak, patches them up and then gives
them this speech about becoming a man,"
says Duvall. "Then, he sends them
on their way."
Caine notes that after 40 years in the
same old place, Hub and Garth have convinced
themselves that they're useless, but just
as they give Walter something to believe
in, so too does he give them a form of
hope. "The picture is about these
two old men who've come back to die in
Texas," says Caine. "Yet they
do these incredible things for the boy.
They change him, and he changes them,
convincing them that they actually still
have some use. That's what's great about
the time writer/director Tim McCanlies
saw Haley Joel Osment in The Sixth Sense,
he wanted him to play Walter. Executive
Producer Karen Loop, from producer David
Kirschner's team, took the project first
to Osment's agent, who in turn passed
it on to the actor's father, Eugene Osment.
Both father and son read the script and
decided to sign on. That connection immediately
opened doors for the project.
credits young Osment as an actor "who
really gets it - all the different layers,"
says the writer/director. "I like
to joke that the only person who knows
the script better than me is Haley. In
a scene he'll know the other actor's lines
and he'll know every beat. It's pretty
director remembers watching the television
broadcast of the pre-Academy Awards arrival
show as Michael Caine and Osment met and
talked on the famous red carpet. It was
the year that they were nominated in the
best supporting actor category (Caine
for The Cider House Rules and Osment for
The Sixth Sense). "I had finished
the script for Secondhand Lions, and there
was Michael who was so large and young
Haley who was so small, and I had this
weird premonition-oh my God, that's my
cast," McCanlies reflects.
David Kirschner remembers watching the
Oscar show that same year, and "when
Michael accepted his award, he singled
out Haley from the stage and called him
an amazing talent, so we were very fortunate
to be able to pair them on screen together."
had previously read about the script when
a publication listed the "The Ten
Best Scripts Never Made into a Movie."
"Secondhand Lions was number one,"
he says. "It's a wonderful script.
When I first talked with Tim about the
film, his biggest concern was that Haley
would grow up before he got the movie
time later, once Caine and Osment were
on board, the filmmakers sent the script
to Robert Duvall. McCanlies notes that
Duvall had been one of his favorite actors
growing up in Texas. "He's sort of
the patron actor in the state of Texas
- with Tender Mercies, The Godfather,
Apocalypse Now and To Kill a Mockingbird,"
he says. "He was always on the top
of my list. He called in on the following
Monday morning and said 'I'm in.' And
in short order, we had a start date."
Ross, founder and CEO of Digital Domain,
David Kirschner and Corey Sienega had
discussed working on a project together
for years, "especially as Kirschner
favored family films, and this genre often
has fantasy elements to it," Ross
adds. "And wouldn't you know that
after looking at several projects in various
stages of development, the first project
we get off the ground is a film that has
very little visual trickery."
an intimate film like Secondhand Lions,
which doesn't call for a tremendous amount
of visual effects, "we needed somebody
who could bring the high quality of the
great visual effects companies,"
producer Corey Sienega adds, "which
would become part of the heart of this
story." Ross joined the film as a
producer, and Kevin Cooper, in charge
of feature film development for Digital
Domain, took on the task of executive
producer. "More than just as a visual
effects company," Sienega explains,
"Scott and Kevin are really invested
in the project and fell in love with it
the way we did."
producers", says Ross, "we felt
that audiences around the world yearn
to see a film that has the capability
to touch one's soul."
McCanlies notes that Secondhand Lions
is a film that defies categorization,
and while moviegoers Walter's age will
identify, the film also contains touchstones
for adults. "It seems that when you
have a young protagonist in a movie set
some time ago, the adult audience seems
to recognize their own childhoods in their
own period," he says. "In that
way, it's like Stand By Me, which is one
of the great films about young people
growing up. We understand the lessons
the boys learn as they're set in an earlier,
simpler, perhaps more innocent period
to McCanlies, the comedic adventure demanded
three different categories of visual feels.
"It had to be shot in Texas because
it's set in Texas," he says. "The
body of the film conveys the warm kind
of nostalgic look of the ranches and plains
of Central Texas. The bookends of the
film, front and back, projects almost
present day with a modern, blue look.
And when Garth tells Walter the stories
of the uncles' youth, the scenes sparkle
with an ultra-technicolor Arabian Nights
look with swooshing, swashbuckler camera
of photography Jack N. Green, the acclaimed
cinematographer whose past work includes
Clint Eastwood's Unforgiven, credits the
extensive time he spent with McCanlies
before production for the successful merging
of their sensibilities. "We talked
about the emotional levels of the shoot,
as opposed to the visual levels,"
Green remembers. "I had already locked
into my mind what the emotional levels
had to be for each scene, which made it
very easy to come up with the visual style
and imagery. We built a trust, and I was
honored to participate in helping Tim
tell his wonderful, heartfelt story."
53-day shoot took place primarily in Pflugerville
County, a rural community just north of
Austin, Texas. The interior setting for
the fight scene between Hub McCann and
the gang of "tough-guys" was
shot at the Cele General Store, a short
drive away from the old farmhouse which
serves as the home of Garth and Hub; and
the feed store was set up in the Coupland
Mill in nearby Coupland. The remembrance
sequences that give the illusion of exotic
North Africa were found in and around
Austin by location manager Robbie Friedmann,
with the assistance of the Texas Film
Commission. The swashbuckling marketplace
scene was actually shot in downtown Austin's
Symphony Square. And the Foreign Legion
scene was built in a partially abandoned
quarry outside of Austin. The few interior
sequences were shot in airplane hangers
converted into soundstages by the Austin
Film Society at the former Downtown Austin
of the more colorful elements of the production
was the variety of different animals that
were involved. This menagerie was kept
happy, well fed and expertly trained under
the auspices of Gary Gero's Birds and
Animals Unlimited in Southern California
and the film's animal coordinator/trainer
Stacy Gunderson. Birds and Animals Unlimited
(B.A.U.) has for over 30 years provided
quality animal talent to film production,
television and commercial programming,
and has been at the forefront of establishing
safety and standards of care for animals
used for show business purposes. Gunderson
was the head trainer on Snow Dogs and
Zeus & Roxanne, and some of her numerous
trainer credits include Inspector Gadget,
Dr. Dolittle, Jungle Book II and Homeward
Bound II. A graduate from Moorpark College
with an A.S. Degree in Exotic Animal Training
and Management, Gunderson trained and
worked on stage at the Universal Studios'
Animal Actors Stage Show.
filmmakers wanted to assemble an "Our
Gang" dog pack composed of different
types and sizes who live with Hub and
Garth. According to Tim McCanlies, "at
first the dogs, like the uncles, sense
Walter as an outsider, but they are the
first to accept him into their group."
In addition to five strays, the pack is
complemented by five other trained dogs
whose film work between them includes
Sweet Home Alabama, O Brother Where Art
Thou?, Zeus and Roxanne and Dr. Dolittle
four Yorkshire pigs weigh in at around
250 lbs and each possess unique "acting"
abilities, such as lying down on command
were shooting with one of the pigs,"
Kyra Sedgwick remembers, "and he
kept ruining the scene. Although I have
to say, the animals have been great, just
this one pig kept getting up in the middle
of the scene where he wasn't supposed
to. After six or seven takes, the trainer
calls out 'Bring in the new pig.' There's
another pig? And we haven't been using
the other pig? And of course, the new
pig did it perfectly, and I'm thinking,
I'm only going to work with this new pig
from now on."
lions are owned by Brian McMillan, and
trained by McMillan, Rick Glassey and
Marie Reeves. McMillan came to America
from Britain as part of the Ringling Bros.
Circus and found a home and career in
Hollywood. One scene in the film required
the lion to behave aggressively towards
one of the characters. McMillan stood
in for the actor during the stunt. "She
(the lion) knocked me down and started
to wrestle," McMillan describes.
"Lions love to wrestle. They can
hold you with their mouth and not put
any pressure on you, because they know
you and they think it's playtime. Their
claws, even when they're playing, can
rip the clothes off your back. While we
were shooting the scene, I'm thinking
'how many costumes do they have?' I lost
most of my wardrobe!"
200-250 lb African Lions played the role
of Jasmine the lion. The lead lioness
was Pasha, who is two and half years-old,
along with a back-up lioness, Torig, also
two and a half years-old; along with a
three year-old male, Kenya, also known
as Kenny. The lions, who call Southern
California home now, make their debuts
in Secondhand Lions.
choice to go for younger lions to work
alongside the actors was made on the basis
that they were still trainable, still
playful. And as the lion in the movie
was rejected by a zoo, it comes to the
uncles' farmhouse considered to be secondhand,"
Tim McCanlies explains. "Not unlike
the uncles, who are sort of used guys."
notes that the lions were accustomed to
the atmosphere of a film set. "When
we're on the compound with them in California,
we train them to get used to the equipment
and sounds a film crew might make,"
he says. "We also give them some
familiarity with dogs and the other animals
and actors that are on a movie set. We
don't recommend that strangers walk up
to them without being introduced. If they're
going to be working with a particular
actor, we spend some time together to
make him part of the team."
only animal in the film that doesn't call
Southern California home is the three-and-a-half-year-old
African Reticulated Giraffe named Kelsey,
who hails from Texas. It was the Giraffe's
first feature film and he celebrated the
completion of his scene by graciously
accepting thank-you carrots from the crew
McCanlies collaborated with production
designer David Bomba (Divine Secrets of
the Ya Ya Sisterhood) to extend his vision
into locations and sets. Bomba started
by collecting reference points for the
1962 Texas farmhouse location and the
fantastic Arabian Nights look for the
flashback sequences. Inspiration from
Maxwell Parrish's drawings for children's
books and the John Singer Sargent painting,
"Fume de Ambergris," which shows
a woman beneath a Moorish archway, informed
portions of the North African scenes.
the uncles' home, Bomba looked for a large
isolated building that seemed like "an
old dinosaur in a barren landscape"
to back the script's description of the
two uncles coming home to die.
A house was located on an isolated hill
looking out on distant prairies, trees,
cows and a nearby lake. The family living
in this Pflugerville farmhouse agreed
to let the film company take over with
the proviso that it would be restored
as it was found.
art director John Jensen and I went there
and talked about porches, doors and how
we should make this place present itself,"
Bomba recalls. "We took six weeks
to transform the house, add the porches
and tower to it, and move the entrance
to another location. We came in with all
new material and new things, and then
took it down so it looks somewhat older."
then with the help of set decorator Jim
Ferrrell, we dressed it and," Bomba
smiles, "deteriorated it."
Lions marks the second film on which Bomba
has worked with costume designer Gary
Jones, following Ya Ya Sisterhood. "I
think we have similar sensitivity and
sensibility as far as design," says
Bomba. "I'll toss my research at
him, and he'll toss his research at me.
We'll talk about departmental concerns
and color palettes and I think, design-wise,
we kind of complete each other's paintings."
designer Jones was encouraged by Tim McCanlies
to explore classic paintings along with
classic storybook looks, laced with his
memories of old movies, without being
locked into being completely historically
accurate. The decisions for how to dress
the three principals "came straight
from the literature as Tim has provided
us with a wonderful script," he says.
"Michael Caine's character Garth
was more the poetic storyteller. His wardrobe
would be built around what he might have
saved from all those early years of adventuring.
And Robert Duvall's character's wardrobe
would be bits and pieces that he too had
accumulated over the years. Duvall wears
a nightshirt in one scene, which has a
feeling of an Arab robe about it, and
which may well be something he has carried
with him. Their respective pasts made
it very interesting for us to dress them,"
wardrobe for young Walter "shows
that however inept his mother was, she
wanted to show him in the best light possible,"
Jones describes, "but maybe she just
didn't know how. So his clothes were pretty
much a mixed bag. Sometimes his clothes
fit, and sometimes he'd wear a pair of
pants for as long as he could get into
them. We literally see him grow up and
out of things during the summer with the
it's always a collaboration between the
director, production designer and the
actor. It's not just a matter of choices,
but you want to establish the feeling,"
Jones explains. "In this case, it's
the innocence of Haley's character."
Sedgwick thinks of Secondhand Lions as
a "classic film. While it's a real
rite-of-passage for Walter, it has a universal
message for what it means to be a human
being," she says. "What it means
to let someone into your life and to open
Katt, who plays Mae's boorish new boyfriend,
was already a fan of Tim McCanlies previous
work on Dancer, Texas Pop. 81 (which he
wrote and directed) and The Iron Giant
(which he wrote) and recognized the filmmaker's
"cool, unique voice" in the
screenplay for Secondhand Lions. "There
isn't anything that he's trying to hit
you over the head with," says Katt.
"Tim finds something so haunting
and endearing in the way he looks at this
Texas story and about what it means to
become a man."
David Kirschner feels that Secondhand
Lions is a film that will resonate with
audiences of all ages. "What so affected
me when I first read the screenplay was
Tim McCanlies' theme of the need for a
strong role model in a young person's
life, which is something everyone can
relate to. Here it's a boy who has no
role models, but these two men come in
to his life and there's such an honor
and virtue to them, they're almost a throwback
to another time."
central theme is echoed by producer Corey
Sienega, who believes at the core of the
movie are the life lessons the uncles
give to young Walter, and what they in
turn receive from him.
are things that can be given to you by
anyone who truly cares about you: be it
a friend, a teacher, your parents, uncles
or a grandparent. Somebody who believes
in you and who'llremind you that you're
special, that you're worth it. Ultimately,
I think the movie is about believing in
yourself and a reminder to believe in
the good qualities in other people-even
during the difficult times."
thanks to OZ
for this article.