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Secondhand Lions
Theatrical release poster
Directed by Tim McCanlies
Produced by David Kirschner
Scott Ross
Corey Sienega
Written by Tim McCanlies
Starring Michael Caine
Robert Duvall
Haley Joel Osment
Nicky Katt
Kyra Sedgwick
Music by Patrick Doyle
Cinematography Jack N. Green
Editing by David Moritz
Distributed by New Line Cinema
Release date(s) September 19, 2003 (2003-09-19)
Running time 111 minutes
Country United States
Language English
Budget $30 million
Money made $48.3 million

Secondhand Lions is a 2003 American comedy-drama film written and directed by Tim McCanlies. It tells the story of an introverted young boy (Haley Joel Osment) who is sent to live with his eccentric great-uncles (Robert Duvall and Michael Caine) on a farm in Texas.


14-year-old Walter is left by his irresponsible mother, Mae, to live for the summer with his reclusive, bachelor great-uncles, Hub and Garth. Despite living on a ramshackle Texan farm, they are said to have a secret fortune and are made the target of every traveling salesman. They, in turn, sit on their porch with shotguns, shooting at the salesmen.

Walter is given a room in the attic and is not welcomed at first, until they realize he annoys other gold-digging relatives who visit with their children. For his part, Walter persuades his uncles to try spending some of their money, generally with disastrous results. Packets of seeds to plant a vegetable garden turn out all to be corn. Then they order a lion for an animal target and end up with an aging, tame, retired circus lioness, which they turn over to Walter as a pet. Later, she is released by accident and takes to the cornfield, which becomes her new "jungle" home. While loading 50-pound bags of Lion Chow, Hub passes out and is taken to the hospital. On leaving, they encounter four greasers at a roadside store who draw switchblade knives on Hub, but are easily beaten by him in a fight.

A subplot develops around the photograph of a beautiful woman that Walter finds in the attic. In a series of flashbacks, Garth tells Walter the story of their African past, during which Hub fell in love with an Arab princess named Jasmine (after whom Walter names the lioness) who was promised to a powerful Sheik. After Hub and Jasmine married, the Sheik put a price on Hub's head, keeping them in constant peril from assassins. Finally Hub won a duel against the Sheik but spared his life, warning him to cease the manhunt. When Walter asks to hear more from Hub, his uncle reveals that Jasmine and their baby died in childbirth. Hub then returned to the French Foreign Legion, until he retired with Garth to their farm, where they are resignedly waiting to die. Walter asks Hub for confirmation, since his mother always lies to him. Hub responds with a piece of his "What Every Boy Needs to Know..." speech, that the actual truth is not as important as belief in ideals. Walter then asks Hub to promise to be around to give him the rest of the speech when he's old enough and Hub grudgingly agrees.

Late one evening, Walter trails Garth and discovers they have a room filled with money underneath the barn. On another night, Walter's mother and her current boyfriend, a supposed "private investigator" named Stan, arrive. While the uncles sleep, Stan and Mae demand that Walter reveal the location of his uncles' fortune, claiming they were actually bank robbers. When Walter chooses to believe in his uncles instead, Stan pins Walter down and begins beating him. Jasmine (the lion), sensing Walter in danger, emerges from the cornfield and attacks Stan. Awakened by the ruckus, Hub and Garth find the old lioness has died of heart failure defending her “cub”.

The next day, Walter leaves with his mother. Once on the road, Mae explains that Stan will be staying with them to recuperate, but Walter asks her instead to "do something that's best for me for once" and abandons her. While Hub and Garth are delighted to see him back, Walter insists there have to be changes: His uncles must involve themselves in his education and live carefully, as he wants them to die of old age.

Seventeen years later, Walter is alerted by the sheriff of his uncles' deaths from a failed flying stunt with their biplane. Arriving at the farm, he is given his uncles' will, declaring "The kid gets it all. Just plant us in the damn garden, with the stupid lion." A helicopter bearing the logo Sahara Petroleum then touches down near the homestead and a man steps out with his young son, explaining that he heard about Hub and Garth's deaths on the radio. He had recognized the names as the two Americans in tales told to him in his youth by his grandfather, "a very wealthy sheik". When the man's young son asks Walter if his uncles really lived, Walter confirms, "Yeah. They really lived."


  • Haley Joel Osment as Walter Caldwell
  • Robert Duvall as Hub McCann
  • Michael Caine as Garth McCann
  • Kyra Sedgwick as Mae Caldwell
  • Nicky Katt as Stan
  • Josh Lucas as Adult Walter Caldwell
  • Michael O'Neill as Ralph
  • Deirdre O'Connell as Helen
  • Christian Kane as Young Hub
  • Daniel Brooks as Sheik's Great-Grandson
  • Kevin Haberer as Young Garth
  • Eric Balfour as Sheik's grandson
  • Emmanuelle Vaugier as Jasmine
  • Adam Ozturk as The Sheik
  • Adrian Pasdar as Skeet Machine Salesman, aka clay pigeon launcher
  • Mitchel Musso as Boy
  • Marc Musso as Boy
  • Jennifer Stone as Martha
  • Taureg as Jasmine the Lion
  • Billy Joe Shaver as delivery truck driver
  • Travis Willingham as Hood

Closing credits

Director Tim McCanlies, who was an admirer of cartoonist Berkeley Breathed, wrote requesting work of his to feature in the film. Breathed sent the drawings of a strip called Walter and Jasmine, which is presented as the work of the grown-up Walter, and they also accompany the final credits.

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