The Austin Chronicle

More McCanlies, Texas

The full interview with the director of 'Secondhand Lions'

By Louis Black, September 19, 2003, Screens

Secondhand Lions has been a famous script almost since it was written. During most of the past decade it has been regarded as one of the best unproduced scripts circulating through the film industry (it was optioned four times). Hollywood viewed from the outside is any number of famous actors and actresses, a few brand-name directors, and even fewer widely known script writers. Within the industry it's different, with some of the best known and most highly regarded writers boasting few onscreen credits. There are writers who have great reputations, who have been brought in to polish the scripts of major releases, who have written admired and even imitated screenplays, yet who have seen very little of their work or their name reach the screen. Some have never had a film solely based on their work produced.

Tim McCanlies has a reputation that his filmography belies. Most of the major projects he has been associated with were green-lit at one time or another, though many subsequently were felled by the industry's complicated feudalism that might not boast the explicit castes of the Middle Ages, but where the relationships are just as arcane, while determining and decision-making are even more obscure and primitive. His adaptation of Ted Hughes' The Iron Giant reached the screen to critical acclaim; as a writer/director he scored points with critics and colleagues with Dancer, Texas Pop. 81; and he's acknowledged as the uncredited innovator of the WB's Smallville. (He had suggested and developed a series on the early life of Bruce "Batman" Wayne.) But most of the high regard that the industry holds him in is based on scripts with which most of us are sadly unfamiliar.

That has changed with Secondhand Lions, thanks mostly to New Line, the studio that has McCanlies directing, Jack Green shooting, and a terrific cast acting. Several weeks ago, I saw it at a screening, and when people have asked whether they will like the movie, I've tried not to answer. The film is so in sync with my narrative, familial, and societal sensibilities -- essentially an index of my emotional prejudices -- that any brief appraisal is too difficult. Suffice it to say, when I read the script I came downstairs sobbing and had to assure my son this was a good thing.

Tim and Suzanne, his wife, live on a ranch outside of Austin with 50 head of cattle, but as much as I like them personally the world that ignites me is the cinematic vision inside Tim's head. I'm happy to say this is a great film, for not only its devotion to but respect of narrative, for its humanity, for its characters, for the way Robert Duvall and Michael Caine walk across the landscape, for the way Haley Joel Osment learns important life lessons as we watch. Dreaming can be a form of revolution, but dreams driven by love and imagination are the common prayer of ordinary life. What follows is an edited version of a discussion I had with Tim McCanlies recently.

Queers and Faggots, Queers and Faggots

I was born in Great Falls, Montana, although I'm fifth-generation Texan. My father was military, so we just traveled around. I lived in a different city every year of my life until he retired to Bryan, Texas, when I was a sophomore. The first day there in high school came an announcement over the loudspeaker about the drama society, so I turned to the guy next to me -- he happened to be wearing a Future Farmers of America jacket -- and I said, "So, tell me, is the drama society good here?" And he said, "Man, you don't want anything to do with that drama society. Nothing on there but queers and faggots, queers and faggots." I immediately joined it.

I was one of the longhaired intellectuals -- there were maybe five of us -- the nonsports types. We tended to hang out in the library and talk about Gilbert and Sullivan. I did a lot of theatre, which was how I survived high school. I was already making Super-8 films. The school had a deal -- because I was one of the top, even though I never studied I got straight As -- where you could take college classes, so I took some filmmaking classes at A&M. In the middle of the day I'd get on my motorcycle and go over to A&M from Bryan High.

Then I went to UT for two years, 1971 to 1973. I was a Radio-Television-Film major, I went through the 16 mm production track. I felt like everybody was making little crappy movies about being a student at UT. Nobody was doing anything interesting, because nobody had done anything. I had to work to put myself through college. One semester, I was loading trucks at 5am, another I was working at a porno movie theatre down on Sixth Street. Because I was working 30 hours a week anyway, I said, "Screw this! I'm going to get a real job, work 40 hours a week, make real money, and do something interesting."

Grad Student With a Gun

After two years at UT, I applied to the Dallas police department, went home to Bryan, attended A&M for a year, and did a lot of theatre. As soon as I turned 21, I was in the Dallas police, and I registered at SMU as a grad student in film because they would pay for it. I was a grad student with a gun. I went from 1974 to 1978. I guess I graduated in 1978.

It was interesting being a cop. I was just a typical suburban kid -- a longhaired hippie kid with a Fu Manchu moustache -- I didn't know squat. I saw a lot of the world that otherwise I would never have seen. I'd volunteer for the worst parts of towns because I didn't want to give old ladies tickets. I wanted the bad guys in jail. Which is what I did: worked in the worst parts of town and put bad guys in jail. I never shot anybody, and there were times when I should have. But there were plenty of times when I pulled a gun, and when people with guns pointed them at me. I've been shot at a number of times, so that was always interesting. I went into it with a very Hemingway-esque attitude -- I'm really a writer doing research. I got myself into situations where I probably should have been killed, but I felt like it wasn't my destiny to die that way in some alley in Dallas, because I was supposed to go on to do better things. This was just something that I was doing for now. I was an observer, sort of like a war correspondent. In an odd way I felt like I wasn't part of that world. I was and I wasn't. I was just passing through.

Interestingly, I think I learned a lot about writing doing that, because I had to write all the damn time. Like reporters would write stories, I would write police reports -- narratives about what happened. I did so much writing I got more comfortable, as a reporter would. I would liken it to what Steve Harrigan and Larry Wright did at Texas Monthly, where they spent so much time writing they got much more comfortable with the words, with language.

At the end of the day you make your own movie. So I made a short. It was really well done, tying for first place with some USC films and actually sold to Z-Channel -- the version of HBO in L.A. I got offers from some agents in Dallas, but I wasn't interested.

You Must Be a Samurai!

Everybody else in Dallas and that I had known back in Austin who graduated from film school ended up making industrials; nobody went to Hollywood. I didn't know what else to do. I threw all of my shit in an $800 van and went. Didn't know anybody in the state, just showed up. I went right to Hollywood, because I figured Hollywood & Vine would be the epicenter of everything. All of the studios must be right there! I had no idea -- so naive. I didn't know if filmmakers made a lot of money or not, or how one went about becoming one. I had enough money to live for a year, which I thought was enough time to break in. This was before any screenplay books were on the shelves at the local Barnes & Noble. Hollywood was this foreign land where people went but they never returned.

I fell in with this crowd at Sherwood Experimental College. It was sort of an avant-garde film school, on the second floor above a porn shop on Hollywood Boulevard. You had to go up this escalator that didn't work. But people like John Milius taught how to write screenplays, Syd Field and Robert McGee started teaching there. There was nothing else like it, so actors, directors, and writers would come there. De Niro would come in and talk about acting. I got to hear Lawrence Kasdan. I got to take classes from these guys.

Milius was great. He would [say things like] "... to be a screenwriter, you must be a samurai! You have to approach everything in writing as a samurai would!" Milius brought in Mike Medavoy once, who used to be his agent, and he would talk about trying to civilize Milius. He would send him into meetings, but before he would send over personal hygiene products. Milius would return the package to him riddled with shotgun bullet holes. Much of Milius' attitude is almost Texan -- deliberately larger than life, a little self-referential, and a little tongue-in-cheek. Milius was such a craftsman. A lot of it was just an approach. It was an education just to actually see a guy who'd done it for a living.

What followed was four or five years of writing scripts for hire, five hundred bucks and thousand-dollar screenplays: girls in a summer camp caught between zombies and a forest fire for ex-porn kings now trying to do movies.

Writing, Rewriting, and Making More Money, but Not Getting Movies Made

Around 1984, a script of mine somehow got to [the Creative Artists Agency]. They read it and said, "You don't have an agent? We'd love to sign you." I've been working ever since as a writer. Never a downtime, really.

North Shores was the second or third thing I wrote, the first produced. I wrote two or three things for Disney. I wrote North Shores. A couple of scripts got optioned. The script that attracted CAA was optioned by Interscope. That didn't get made. Another script got optioned by Columbia, I did some rewrites on that, got green-lit twice, never got made. I always came so close.

Well it took me a while to get used to selling scripts, and their not being made. What was interesting was that I would write a script, it would almost get made, and my price would go up because they're making the movie. Because I'd get my next gig while the project was still green-lit. By that time it was obvious that the former script wouldn't get made, but my price was already up. My price kept going up because the movies I was writing were getting green-lit, even though they weren't getting made

I worked on a lot of big action films like Shoot to Kill. I spent almost two years working on this one that got green-lit by three different studios called Thai Pirates that Billy Peterson was attached to at one point, Michael Douglas was producing, and then Michael was going to act in it. Marines and jump jets fighting pirates in the South China Seas -- a really good script. I was known for these scripts that were like well-thought-of scripts that were big movies that were going to get made, but then for whatever reason they didn't. But I did my job, whatever happened afterward was out of my hands.

Finally, I wrote Secondhand Lions, in 1992, which became the cornerstone of my reputation for 10 years. Before that, I'd been kind of an action-film guy. After Secondhand Lions, I became family-film guy. I wrote a Dennis the Menace sequel that went straight to video because it was a good script, but they didn't do a very good job directing. That was a really eye-opening experience, I had just directed Dancer for under 2 million. I went to the set of this big Hollywood movie that they were doing of mine -- spent like 12 or 13 million on it -- and I saw them run through the first take and yell cut. And I thought "Oh my God, that was just terrible, its going to take him hours to get that scene right." He yells, "Great, cut! Let's move on." Oh, man!

Called Dennis the Menace Strikes Again, it was a sequel to the Walter Matthau film. The studio loved the script, it was always one of their favorites. But it was a sequel so it was hard to get great people. They got Don Rickles. Who was interesting, I got to say, I enjoyed Don. As with most of my other work, the problem wasn't that they cut it or changed it. The problem was that they just did it really badly. They did it just the way that I wrote it; they just did it badly. Which is even worse, in a way. It was such a great script I still think that I should do that on DV sometime, just to convince myself that it was a good script. It could have been a good movie.

A Director Now, Not a Schmuck

I wrote Dancer, Texas Pop. 81 in the mid-Eighties. I was in the depths of this two-year deal at Disney that wasn't as pleasurable as it was in the beginning. They wanted me to write a sequel to Ernest Goes to Camp and I told them that the Ernest movies were morally reprehensible. They sent me home for a month because I was being so difficult. I wrote Dancer during that month of house arrest.

When I moved out to L.A., the conventional wisdom was that how one becomes a director was you go to Hollywood, you get work as a writer. After two or three successes, then maybe you'd get a shot to direct your own script. Preston Sturges, Billy Wilder, and others did it that way: They were the model. That's what I was doing: I was being very patient and playing the game the way that it was supposed to be played.

Then here comes Rodriguez and Linklater, saying, "Screw this! We're just going to make our own damn movie!" Boom -- they just did a short cut. I'm going "What the hell? Wait a minute, you know? You mean I went the wrong path? What!!?? Screw this!" So I said I was going to make Dancer by the John Sayles route, shoot super 16 mm using a couple of hundred grand of my own money.

I announced it here in Austin. Tim Swan was a locations guy for years here who wanted to be a producer. I said, "Okay, now you're a producer, you're my line producer, let's start doing a budget, let's start interviewing people." We started meeting people here because we had the money and were going to make the movie.

It's funny: I was no longer just a schmuck with a script looking for money. Now I was a director with a movie that was going to get made. People came out of the woodwork with money, because it was a movie that was getting made. People were saying that they could get 500 grand. I thought, "Great! I could shoot on 35 mm for about 700 thousand." One producer led to another producer who led to another producer. Ten producers later, literally, all of whom got screen credit, I ended up running across Michael Burns, who now runs Lion's Gate, a stockbroker who would use leverage to finance films. He decided to produce a couple of films himself. Basically, he leveraged about three or four hundred grand of his own money into about 1.2 million. We shot on 35 mm for four weeks out in West Texas.

Burns was good buddies with John Feltheimer, with whom he eventually went over and bought Lion's Gate. Feltheimer at the time was running Sony television. Michael had said, "I'm producing this movie."

Feltheimer read and loved it. He thought it would be a good TV series, interestingly. He gave it to Sony President John Calley, who read it on an airplane going over to Japan. We had been shooting for a week. Calley read it and said, "Well, I love it. Buy it." He was told "Well, they're already shooting it." Calley responded, "Well, buy it anyway."

A week into production and suddenly we were a Sony movie, which was very strange. That never happens during shooting. The way we found out was when Sony started calling us and wanting our paperwork, or forms. Our first thought was "Well, who the hell are you and why are you calling us?"

I had been working on Iron Giant right up until it was time to shoot Dancer. "Finally," I thought, "I'm out of the studio system. I'm an independent filmmaker." A week later, Sony buys my movie. I was an indie filmmaker for an entire week. Sony was great because they didn't show up, didn't act like they owned us at all. Once we wrapped, then they put me into the pipeline of the post-production just like a bigger picture. On our budget it would have been the ultra-stereo finish, instead I was mixing on the big stage.

Dealing with Sony was strange, because we were John's pet project that year. There were all of these vice-presidents trying to give me notes, but they couldn't because I was John's movie.

Dancer got great reviews and did real well here in Texas. The problem was that once you're through with production people, then you're dealing with marketing publicity and distribution. Which was a problem. At Sony, there were three different people in three different departments, and none of them liked each other. So, if two of them liked your movie and one didn't then you were screwed. Dancer didn't have any big stars and they didn't know what to do with it. I think they started Screen Gems because of Dancer -- it wasn't a mainstream Sony or even a Sony Classics movie. Someone called it the anti-Sundance movie, because it wasn't, it was the other way. Daring in its own way, and not mainstream, yet, not edgy. As I used to tell my guys who were shooting out there on the highway, "You know if people are out here on the highway doing heroin, we'd be in Sundance."

They decided to open it in L.A. and New York and see what happens. I said, "It's not a New York and L.A. movie, by definition." Not surprisingly, not much happened. We got a wide release in Texas, we were in like 10 screens in Dallas, and four in Austin. John Calley said, "You know, when we open it in Oklahoma, we should call it Dancer, Oklahoma, because it did so well in Texas. In Dallas, it started out on 10 screens and then played down to one screen over two or three months. Three or four months later, it's still on the one screen, it stayed there for seven months. Then, after three or four months, suddenly the distributor decided to bring it back, on his own in Dallas. I was up again to 10 to 12 screens in Dallas and played for a couple more months.

Since it only cost two million, the way that it was explained to me was that they were going to make more money off of my movie than they were from Godzilla, because they spent so little on it. Because it was a TriStar movie, and it opened in certain cities like New York and L.A. -- and they spent so much per page -- basically it got the output deal of a typical TriStar movie [ancillary sales of rights in such areas as video/DVD, foreign distribution, and TV/cable]. A film's success or failure, however -- and this is one of my biggest gripes -- is judged by its domestic box office revenue, even though these days that could be less than a third of its total revenue.

Iron Musical: Talking About MMMYYY Giant!

I was working at Warner Bros. when I got a call from Warner's Feature Animation. They were doing Quest for Camelot. This was the time when suddenly everyone was producing animation. DreamWorks was starting an animation department, Warner was doing animation, Fox had just bought Don Bluth studios -- the golden age of animation. "Look, this guy named Brad Bird just told us how to do Iron Giant, and we want you to be the writer. But they're giving us two months to make this deal and we want to hire you now!"

I said, "Well, can I meet with Brad?"

"No, he won't meet with us while we're making this deal."

"Well, does he know you're hiring me?"

"Well, no."

"What is his pitch?" I asked.

"We have somebody writing up what we remember from his pitch, we want you to work on that."

"Excuse me?"

I went in and said, "This is Brad's pitch and this is how we want to fix it." Brad had the U.S. and Russia at war at the end. Literally. "Let's just have paranoia be the enemy. Not the combined armies of the superpowers." He killed the giant off in the end. I brought the giant sort of back the way he was -- the reassemble thing -- we could have our cake and eat it too in the end. It doesn't have the giant being dead and that's the end of the movie. You can't kill E.T. and then not bring him back. I got the gig and then I sat home for two months. I did an outline for them based on Brad's pitch as they remembered it.

Finally they made Brad's deal. Brad and I go in to meet for the first time. "Well, I wanted to write it," Brad opened.

"Well, you know, I'm sorry. They hired me to write it, what can I tell you? I'm good buddies with the studio head, hint-hint."

"My idea's completely different than what you wrote here."

"Whatever you want to do, I'm here to service you." I told him that I had my own movie, I'm here to help you make yours. "I worked five movies for Warner and they all got green-lit. Some of them -- my name's not on them, but here's what happened. I know what these guys think, I will get your movie green-lit, trust me." And I did.

We had three days to work out the outline because we had 20 storyboard guys doing storyboards Friday. We had to have a script in two months because we had 200 artists ready to roll after they finished Camelot in two months

This was like on a Monday. On Thursday we were going to fly to L.A. to meet Pete Townshend, the executive producer. Peter was the one who set up the project at Warner Bros. Of course we were writing a musical with Pete's songs, right?

My second surprise in the meeting with Brad was that we weren't going to do a musical. "Excuse me? We were hired to do a musical with Pete Townshend, our executive fucking producer having written the songs already. This is the album and that's what we were hired to do."

"It's not going to be a musical."

"I don't think so, Brad. I don't disagree with you but I don't know if you can pull this off."

"I'm going to go to Pete Townshend and tell him we're not going to do his fucking songs!" declared Brad.

A week later we fly to London and tell Pete Townshend that it's not going to be a musical. Pete's goes, "Well, whatever. I got paid."

He was still an executive producer on it and showed up at the cast party. After that meeting I always thought of Brad as the Tazmanian Devil. He was this blur and was short.

Everyone said, "Brad 'Genius' Bird." He had done "Family Dog" an animated episode for Amazing Stories, which was classic. It's beautiful. Then they decided they'd do a series of it and somehow Brad ended up not being involved in the series -- Tim Burton did. Brad was hired for the first season of The Simpsons and stayed with the show for seven years. He really helped shape the look of the show.

We started out not getting along, but within a day or two of us working on the outline, we were best buddies. Which was amazing to people because Brad's never liked a writer before.

The Quest for Camelot did so badly that everybody backed away from animation and fired people. Suddenly we had no executive anymore on Iron Giant, which was great because Brad got to make his movie. Because nobody was watching. Iron Giant came out great, but then when we showed the executives the movie, they didn't get it. They said, "Oh, yeah, it's good ..." I wish that Warner had known how to release it.

We had toy people and all of that kind of material ready to go, but all of that takes a year! Burger King and the like wanted to be involved. In April we showed them the movie, and we were on time. They said, "You'll never be ready on time." No, we were ready on time. We showed it to them in April and they said, "We'll put it out in a couple of months." That's a major studio, they have 30 movies a year, and they just throw them off the dock and see if they either sink or swim, because they've got the next one in right behind it.

After they saw the reviews they were a little shamefaced.

After 'Dancer' and 'Iron Giant'

Dancer didn't really open up a lot of doors for me as a director. There's a window where you can set up a follow-up. I didn't have anything ready for it. I got sent a lot of scripts that I didn't want to do and I didn't want to do anything that I didn't like. I took some writing assignments, and tried to get Secondhand Lions made, and so here I am.

I optioned Secondhand Lions four times after I first wrote it. To Warner Bros. a couple of times and to people in Dallas that did Wishbone. When it looked like I was going to direct, I took it off the market. Obviously things worked out for the best because I got all of that option money and I still got to direct it myself.

Late-ish 2001. My manager said, "Don't get too excited. New Line has just started a family-film division. There's a brand-new executive running it and I sent him your script." I said, "Well, if you want to do family films, then this is the best family film out there. It's considered one of the best screenplays around."

The executive read it and loved it, saying that New Line is the kind of place that would make this, because they tend to make things that aren't typical. I had come so close many times. Nickelodeon green-lit it several times. It seemed like I was always very close to getting it made. But what happened was that some executive would get cold feet and say, "I don't know how to sell it." Or they would say, "we loved the script, but I don't know how to sell it, unless we had Redford or Newman in it." They were right, they didn't know how to sell it unless they had Redford or Newman in it. New Line at least thinks out of the box.

New Line President Bob Shaye's just not a suit. He's a throwback to Goldwyn and those guys. He's a totally old-fashioned by-the-guts, my way or the highway sort of guy. You've got to respect him: Over the years he's built a company out of nothing; out of ninja-fucking-turtles while a lot of companies have failed.

We got Haley Joel Osment attached fairly early on. His dad loved the script, and before I knew it he said "Yes." New Line asked me, "Who do you want to go to?" I said, "Duvall." We went to him on a Friday, and on Monday he said "Yeah." It was the easiest thing in the world

The other role took a little while. Some other people sort of liked it and others didn't like it. Probably people New Line wouldn't have paid the salary for anyway. But Michael Caine read the script, loved it, and said, "Great, I'm in." The accent was a concern, but I put him with Joe Stevens, a mutual friend here from Austin who did a great job.

These guys had not worked so hard in a long time, because these guys were in every scene for nine weeks. Every scene, every day, nine weeks, no days off, we had weather issues, but ...

An Aside: Dinner and Advice

[During the 2002 SXSW Film Festival there was a dinner one night at the Fonda San Miguel Restaurant, which included John Sayles, Guillermo Del Toro, and Tim McCanlies. As is her wont, part way through the meal Maggie Renzi, Sayles' producer and partner, had everyone shift seats. At one end of the table Tim McCanlies ended up facing John Sayles with Guillermo Del Toro sitting at the head of the table between them. I was to Sayles' right, Sarah, Tim's wife, was to his. At one point, Tim asked John about directing established stars, and John and Guillermo launched into an almost two-hour filmmaking tutorial that was the most amazing discussion on directing I've ever heard. A week later, McCanlies was still beaming.]

The dinner at Fonda San Miguel where John Sayles and Guillermo Del Toro gave me advice was crucial to me. That's why I thanked them at the end of the film. "Don't jerk the stars off, don't waste their time, get them in, get them out." It was like, "Okay, let's tell him the secrets." Because it was specific -- dealing with these kinds of actors in this kind of situation. It was better than film school. With actors at Duvall and Caine's level, you just can't go "Okay, let's do it again." You've got to give them something. You can't just do it again and again and again with these guys. A lot of directors do -- they'll just do it again and again. They won't say anything, won't talk to the actors, because they're looking for something. They're panning for gold and they hope to find it.

A Film of Innocence by the Experienced


Duvall and Caine have so much experience! I was telling Michael something, and he goes, "Yeah, John Huston said something like that to me once." And I'd fall out of my chair, you know? I had to put aside who they were and forget about it or I would have intimidated myself. I just had to treat them like actors who were all working together, you know? But, on the other hand, I was not the kind of actor who would get in and say, "Okay, now what I want you to do is this." These were the kind of guys who were so experienced that I talked to them before the film started about their character, the backstory and related background information. Then, I gave them the characters, because they were that experienced.

Especially the way that Bobby works: He doesn't want you to talk to him; he wants to do what he does. Then you finesse it. Which is the perfect way to work with Bobby, because what he's going to give you, 99 times out of a hundred, is better than anything you'd ever imagined anyway. It'd be stupid to go in and try to shape it before you see what he's going to give you. But that's the way that a lot of directors work. Bobby and Michael, we were bringing in just for blocking. They would just walk through the scene and do great. I would go, "Okay, I don't have anything else. We'll see you in five or 10 minutes when we're ready to shoot the scene."

They would come back in, nail it in a couple of takes. "Okay, we're going to come in for close-ups." I really used what John said, about "Don't take longer than 15 minutes between takes. Keep them on the set and don't let them go back to their trailers." That's why I had Jack Green as director of photography, he's so fast. We used two cameras, like John said, and they didn't have time to go back to their trailer. They came in, they bang-bang-bang-bang. Then they were done. They were so happy.

I found myself not cutting on master shots, because you never know when magic might happen. I'd go ahead and let the camera roll and shoot the end of the scene, except for the scene with Bobby and Michael down at the lake, which is an eight-minute dialogue scene. I got the very first part of it wide, and then I went ahead and got the very end of it wide, because I knew that I'd get coverage for the inside of it. I'd probably just use the wide shot for the end. Which is what I did and what I ended up using. I didn't want to do the whole eight-minute scene in the master shot, that would be silly.

My first day I got yelled at from my producers because I took Sayles' lessons. It was a situation where Bobby and Michael -- we shot pretty much in sequence -- were in the water. I've got two 70-year-old actors in the water. My first assistant director and I talked for two weeks before we got to the shot. We said, "Look, we need to get what we need to get. We need to get them out of the water. We need to set a tone for this first day where they're going to work for two hours. Just get what we need."

I knew that I was just going to use a medium shot anyway. It was this scene where two guys were shooting at the fish, and then they turn toward the camera. That's a great reveal, and it's a great medium shot of these two guys. I've got my masters, got my medium shots, I said, "Great, boom. Great, we're outta here!" My producers came over to me and said, "You have to get close-ups. You going to get close-ups? What's wrong with you?"

My first A.D. said, "What, are you nuts? We got them out of the water!"

They said, "But you should have got them anyway."

The first A.D. said to them, "This day will pay benefits throughout every day of shooting from now on. We have set a tone for these guys by not getting close-ups, which we would never use." They were still going, "These are the big stars, you should get close-ups."

"Look, in my first act, I'm not going to use close-ups on these two guys, because I'm deliberately keeping them at arm's length, from us and from Haley and his mom. I'm not using any close-ups of these guys in the first act of the movie."

Still, it was, "[Gasp], these are big stars!"

Finally I said, "Screw it."

Later Duvall said it was the best first day he'd ever had. "You guys know what you're fucking doing!"

Duvall loses it; usually it's at himself as much as anything else. It's never personal. Usually he's struggling with something and can't quite get there. There was one time on our last day where I deliberately pissed him off because he couldn't get there. He knew I was doing it! It's the speech where he grabs the kid. He said, "We're going to be here all night. I'm not getting it, I'm not getting it." I said, "Bobby, what I've got is pretty good. I can probably edit together some kind of performance out of this." I could not have said anything to piss him off worse. He went, "Augghhhh!" I said, "Roll camera!" He came out, nailed the scene, then he ran up and hugged me. He knew.

Osment held his own. Without the lines! Without the eccentric behavior that Duvall and Caine got to play with. They've got all of that great stuff going for them and Haley hasn't got anything -- he's got to hold the screen and do nothing.

DP Jack Green was great. Jack really loved the script, loved me, would do anything for me and for the movie. He's done at least a dozen films with Eastwood, as well as films like Twister and Girl, Interrupted. Jack's been around. He's a little old-fashioned, which is appropriate. Jack went for a warm look and did a great job.

Patrick Doyle was the guy I fought for composer. He did a terrific job scoring and he used three Don Walser songs!

The ending in the script worked great on the page, but there were several problems. One of which I was always worried about it, and had told the studio about after they green-lit it. I said, "I'm worried that we spend all of this time with Haley Joel Osment as Walter, and now suddenly this other guy is our main character. And even though in the script it's still Walter, on the screen it's suddenly Josh Lucas. Are people going to take all of that love -- whatever they have for Haley -- and put it on to this new guy?"

The second was that I thought Bobby and Michael were so great that when they leave the movie, people are starting to reach for their coats. The clock starts ticking right then. People liked the funeral; nobody hated the funeral. But it felt like the movie was over. "Cut the funeral," I thought, "cut the funeral." Finally, we tested it without the funeral at all, we just had Josh say his line. It got the same score as with the funeral. I couldn't justify keeping it, especially when the film was 10 minutes shorter without it. Also, people didn't need to hear a speech about how great the uncles were, because they just spent an hour and a half seeing it.

That's when I got the idea of having the helicopter come in. What was an existing scene with the sheriff -- the scene just ended there, then the helicopter comes in. I thought, "The clock is ticking, we've got to wind it up really quick. We've got to say that the uncles were really adventurers and what happened to the money. Bob had a big hang-up about what happened to the money, what did they do with the money."

I said, "I'll do it fast." Pitched the boat in the pond.

There is a really good example of why I couldn't entrust this movie to anyone else. This was a shot revealing how our two main characters committed suicide, and it's a big laugh. It's so wrought with ways it could go wrong. There are a lot of things like that in the movie.

I could have put this movie together choosing everybody's worst take, and people would have talked about how great their performances were. These are three guys that are so good. ...

One of the reasons that I became a director -- it's getting harder and harder for me to listen to idiots, and to be an employee, the older I get. Part of is that I think as you get older, you get more sure of yourself, and you get it "up to here" with the bullshit. What's so weird is that the whole rest of my life, in a way, depends on what happens in the next two weeks. The movie could not open very big, and that would be it for my directing career. It would be really hard for me to direct if this movie doesn't have a strong opening, given Duvall and Caine. All of it would be my fault. It could be a modest hit, which would mean that I could probably get another shot at directing with the right script, under the right circumstances. Or it could be a huge hit -- then I could have brunch anywhere in town. This is it, my whole career basically comes down to this. So pick one. I mean, I don't know.

And life goes on. end story

Secondhand Lions opens in Austin on Friday, Sept. 19. For a review and showtimes, see Film listings.

(This is a longer version of the article that appeared in the print edition.)

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