Sometimes, good things really do come to those who wait. Local writer/director Tim McCanlies waited a decade for the chance to bring his labor-of-love script SECONDHAND LIONS to the screen, but had his patience rewarded with a cast beyond his wildest dreams — Including Oscar winners Michael Caine and Robert Duvall —
and Oscar nominee Haley Joel Osment — and even got to film it all right here in Austin.

But I’m getting ahead of myself.

About ten years ago, after working for years as an (often) uncredited screenwriter on such films as SHOOT TO KILL and MY FELLOW AMERICANS, Tim wrote what would soon be considered one of the best unproduced scripts in Hollywood. It was first optioned by Warner Bros., who went so far as to suggest making it as a sequel to BUTCH CASSIDY AND THE SUNDANCE KID (in hopes of attracting Paul Newman and Robert Redford). This, of course, didn’t happen, but was the first in a string of near-misses for the project, which required an elaborate array of planets to align in order to get made.

It’s a movie that stars a kid, but isn’t necessarily a kid’s movie. It’s a (relatively) small movie about Big Things. And it’s a movie that requires two stars brave enough to play old men. (As recently as a couple years ago, a legendary Oscar-winning icon read the script and loved it, but passed because he thought he was “too young.” He was 70.) Plus, it’s got a title that a lot of people don’t really get until after they’ve seen the movie. In fact, a studio once asked Tim to provide an alternate title. He faxed them OLD, PEEVED AND FIXIN’ TO DIE. (The studio didn’t ask again.)

And by the time Tim wrote and directed the critically-acclaimed DANCER, TEXAS POP. 81 five years ago, he knew he wanted to direct LIONS himself. He was tired of seeing good scripts of his turned into not-so-good movies (see DENNIS THE MENACE STRIKES AGAIN) — though he would soon benefit from having one of his greatest scripts turned into one of the greatest animated movies of all time (THE IRON GIANT).

Finally, in 2001, New Line Cinema — on the verge of releasing the first LORD OF THE RINGS film — decided to launch a family films division. After scouring countless scripts, SECONDHAND LIONS was chosen as the flagship project. Contingent on cast, of course.

Haley Joel Osment was the first and, in many ways, most crucial actor attached. His father and coach Eugene Osment (who has a cameo in the film) had kept his eye on the script for quite some time as the ideal coming-of-age film for Haley, and let him be attached even before New Line came aboard. Had the project been delayed even a year, Haley would’ve been too old — and it was unlikely another actor of his caliber could be found at the right age for the role.

Robert Duvall was the second actor attached, which was a dream come true for Tim, who has long revered him as “the patron acting saint of Texas” for his roles in TENDER MERCIES, LONESOME DOVE, and others. In addition, Duvall made his film debut in TO KILL A MOCKINGBIRD — one of Tim’s favorite films and an inspiration for SECONDHAND LIONS.

Finally, Michael Caine filled the third lead spot, which in some way was the fulfillment of prophecy. Two years earlier, Tim had watched on TV as Caine and Osment met on the red carpet for the 2000 Academy Awards, when they were both nominated for Best Supporting Actor (for THE CIDER HOUSE RULES and THE SIXTH SENSE, respectively). Later, when Caine accepted his Oscar on stage, he singled out Osment for praise, and then told the press back stage how much he’d like to work with him someday. At the time, Tim thought to himself, “Hmmm…” And sure enough, two years later, the actors would reunite in Austin to work together for the first time.

Shooting started on September 26 — a mere two months after opening the production office in downtown Austin (at the very hospitable Omni) — and would wrap 11 weeks later. Except for one day in Florida (one pivotal scene required an ocean), the entire shoot was confined in and around Austin, primarily to Pflugerville and Austin Studios. This was a remarkable achievement, given that the film takes place on three continents (a testament to the Texas Film Commission and our locations team led by Robbie Friedmann) — and the studio was initially inclined to shoot in Canada.

If you ask anyone who worked on the film what they remember most, it’ll be watching these three amazing actors work magic together. Duvall and Caine were studies in contrasts, as perfectly suits their characters. Duvall is the epitome of a method actor, and delved deep into his role of Hub McCann with the same focused, intense determination he brings to all his passions in life (including barbeque and the tango). As great as he is even when he’s merely rehearsing, he’s always struggling to be even greater, reaching for something that only he can see until he grabs it and reveals it to the rest of us. There are scenes in this film where he gave the crew chills (like when he introduces himself to a hapless young punk who’s after a bite of his barbeque), and had us in tears (when he reveals the mystery of his past to Haley at night by the lake). He is nothing short of magnificent in the film.

Meanwhile, Caine was a constant raconteur on set. You could name almost any person, place or thing on earth — especially a movie star or a great restaurant — and he would have an amazing story to tell you about them that was probably even true. But the moment he would be needed on set, he would politely excuse himself, flip some magic internal acting switch, and nail the scene. At the call of “cut,” the magic switch would be flipped off, he’d return to his chair, and pick up his story without missing a beat. It was something to behold. LIONS also afforded Caine the chance to play with a Texas accent, a challenge he grew to embrace and even have fun with (thanks in large part to dialect coach Joe Stevens, who also plays one of the ill-fated salesmen). One day between set-ups Michael tried out his accent with the “To Be Or Not To Be” speech from HAMLET. Perfect. “And now I’ll do it in German with a Texas accent!” And he did. Perfect. (Not to mention extremely surreal.)

Together, Duvall and Caine were an extraordinary combination. At one point Duvall took to calling Caine “Sunshine” because he was always so upbeat. Then one day, when we were shooting the lion’s arrival, Duvall said, “All right, now I need a name. Give me a name.” Caine pondered the possibilities for the briefest of moments, then smiled and said, “Moonshine.” (The nicknames didn’t stop there. At one point Caine started calling our script supervisor Gina Grande “Moonlight.” Alas, I did not merit a nickname . . . that I know of.)

But in a way, the actor who impressed me most was Haley, who had to hold his own opposite two titanic talents who each had the benefit of decades of experience, and could leverage their legendary statures to their respective roles. And while Duvall’s and Caine’s Hub and Garth characters are so archetypically iconic and expansive, Haley’s Walter is more subdued and internal. Plus, Haley had to really transform himself over the course of the film; when we meet him he’s a fragile, frightened little boy, but over the course of the film he blossoms into a strong, confident young man. He impressed all of us, particularly Duvall and Caine, who instantly embraced him as a peer, and were steadfastly supportive.

Speaking of supportive, our cast was rounded out by several wonderful local actors. The fantastic Adrian Pasdar, who recently starred in the critically-acclaimed series MYSTERIOUS WAYS, came in out of the blue for a one-scene role just because he loved the script so much. Kevin Haberer, a gifted young theater actor from Dallas, beat out many actors from LA to land his first movie role — that of a young Michael Caine, no less. And Jace Pitre, a fourtime NCJAA national diving champion who’d never acted before, landed the role of Frankie (pitting him opposite Duvall) after literally being discovered off the street by casting director Ed Johnston. (And of course, honorary Austinite Nicky Katt turns in another inspired, memorable performance as Stan.)

For the most part, shooting went remarkably well, aside from the random unexpected challenge. Early on in the shoot we endured pesky swarms of gnats on location, and then a freakish amount of rain (20 days!) in October — which was a real problem, given that most of our filming was outdoors, and our primary location was temporarily transformed into an ocean of mud. But our top-notch local crew pulled us through (hats-off to transportation coordinator Phil Schriber, and many others), and we plowed through without missing a day.

Ten years ago, it would have been all but impossible for Tim to shoot SECONDHAND LIONS in and around Austin. But since then, our local industry has grown and matured dramatically — particularly in terms of crew and infrastructure — thanks in large part to filmmakers like Robert Rodriguez and Richard Linklater who have led the way. This film is both a testament to those cumulative achievements, and a tantalizing hint of future possibilities.

It’s also a film the entire Austin film community — every single one of us — can and should be very proud of.

I know I am.

**Many thanks to FAIR for this article.