Secondhand Lions Production Notes
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Like 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."

Secondhand 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 great uncles.

Two 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."

For 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."

At 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.

Walter 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.

Walter 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."

Michael 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."

Haley 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".

The 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 himself."

Kyra 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."

Walter 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 the most."
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."

Michael 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 story."

From 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.

McCanlies 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 impressive."

The 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.

Producer 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."

Caine 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 financed."

Some 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."

Scott 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."

In 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."

"As producers", says Ross, "we felt that audiences around the world yearn to see a film that has the capability to touch one's soul."

Tim 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 of time."

According 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 movement."

Director 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."

The 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 Airport.

One 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.

The 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 2.

The four Yorkshire pigs weigh in at around 250 lbs and each possess unique "acting" abilities, such as lying down on command or running.

"We 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."

The 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!"

Three 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.

"The 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."

McMillan 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."

The 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 members.

Tim 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.

For 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.

"Our 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."

"And then with the help of set decorator Jim Ferrrell, we dressed it and," Bomba smiles, "deteriorated it."

Secondhand 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."

Costume 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," Jones remembers.

The 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 uncles."

"Overall 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."

Kyra 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 your heart."

Nicky 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."

Producer 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."

This 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.

"These 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."

**Many thanks to OZ for this article.