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SECONDHAND LIONS

For 14-year old Walter (Haley Joel Osment), his great uncles' farm in rural Texas is the last place on earth he wants to spend the Summer. Dumped off by his mother, Mae (Kyra Sedgwick), in the middle of nowhere with two crazy old men and the promise that she'll come back for him, Walter doesn't know what to believe in.

Eccentric and gruff, Hub and Garth McCaan (Robert Duvall and Michael Caine) are rumored to have been bank robbers, mafia hitmen and/or war criminals in their younger days. The truth is elusive, although they do seem to have an endless supply of cash. But Walter begins to see a new side to his great uncles when he stumbles on an old photograph of a beautiful woman hidden away in a trunk and asks Garth who she is.

Little by little, through stories spun against the backdrop of the dusty Texas night, an amazing story comes to life via Walter's vivid, colorful imaginings - a tale set in a long-ago exotic, mysterious place where men rode stallions and fought with swords; where beautiful princesses tangled with treacherous sheiks; and where the two unlikely heroes lived an adventure most people only dream of.

Whether true or not, the uncles' tales become a doorway to a staggering new world for the boy to live out their adventures. They also give Walter something true to believe in - a world where honor and valor mean more than money and power, and a place that, real or not, belongs only to him. Likewise, in telling their stories to their nephew, Hub and Garth begin to see their own lives with new eyes.

Over one unpredictable Central Texas summer in the early 1960's, everything in the lives of this new family of strangers is about to change forever.

New Line Cinema presents Secondhand Lions, written and directed by Tim McCanlies, who wrote the screenplay for the acclaimed animated film, The Iron Giant. The film stars Academy Award winners Michael Caine and Robert Duvall and Academy Award nominee Haley Joel Osment. Kyra Sedgwick, Nicky Katt,

Emmanuelle Vaugier, Christian Kane and Kevin Michael Haberer co-star.

A David Kirschner Production in association with Digital Domain Productions, the film is produced by David Kirschner, Scott Ross and Corey Sienega. The executive producers are Toby Emmerich, Mark Kaufman, Janis Rothbard Chaskin, Karen Loop and Kevin Cooper. The co-producer is Amy Sayres. The behind-the-scenes talent includes costume designer Gary Jones, editor David Moritz, production designer David J. Bomba, director of photography Jack Green, ASC and composer Patrick Doyle.

Secondhand Lions (rated PG by the M.P.A.A. for "thematic material, language and action violence") will be released in theaters nationwide on September 19th, 2003.

ABOUT THE PRODUCTION

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'll remind 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."

ABOUT THE CAST

Michael Caine (Garth McCann)

2000 was a momentous year for Michael Caine. Not only did he receive his second Oscar for Best Supporting Actor for his performance in the film The Cider House Rules, but also Queen Elizabeth II honored the legendary actor as a Knight Bachelor, bestowing upon him the title of Sir Michael Caine.

His versatility as a major international star can be seen in over 80 motion pictures. His work has earned him numerous accolades including two Academy Awards for Best Supporting Actor for Hannah and her Sisters and The Cider House Rules; the New York Critics' Best Actor Award for Alfie; a Golden Globe Award and a British Academy Award for Educating Rita; two Golden Globe Awards for Dirty Rotten Scoundrels and Little Voice; as well as four Academy Award nominations for Alfie, Sleuth, Educating Rita and The Quiet American.

Some of his most recent films are Austin Powers in Goldmember, The Quiet American, Last Orders, Miss Congeniality, Quills and Get Carter. Other movies that illustrate his unique talent and range are The Muppets Christmas Carol, Noises Off, Mr. Destiny, The Fourth Protocol, Mona Lisa, Half Moon Street, Deathtrap, Dressed to Kill, California Suite, A Bridge Too Far, The Eagle Has Landed, The Man Who Would Be King, Pulp, Funeral in Berlin and Gambit, to name but a few.

Caine was born in South London. During childhood he developed a fascination for the cinema and an insatiable hunger for novels. He performed in school plays and even directed dramas in a youth club. After leaving school at 16 and a stint in Korea, he landed his first job in the theatre as an assistant stage manager. All the while he studied acting. After several years in repertory theatre and in small parts on television, Caine landed an understudy role to Peter O'Toole as Private Bamforth in the London stage hit, "The Long, The Short and The Tall." When O'Toole dropped out of the play, Caine took over the part and toured the country for six months, after which, his roles in television and film grew substantially.

The turning point in his career came in 1963 when he won the role of Lt. Gonville Bromhead in Joseph E. Levine's production, Zulu. His supporting role stole the show for critics and audiences alike. Next he played Harry Palmer in the sleeper hit, The Ipcress File. By 1966 Alfie catapulted him to super-stardom, with the British film critics voting the movie Best Picture of the Year, Caine's Oscar nomination and his award from the New York Film Critics.

In 1986 he returned to television for the first time in over 20 years to star in the four-hour miniseries "Jack the Ripper" which, in Britain, received the highest ratings ever for a drama.

With his partner, producer Martin Bregman, he formed M&M Productions in order to make films in Britain in which Caine could star or direct if he chose. Their first production, released in 1992, was Blue Ice, costarring Sean Young and directed by Russell Mulcahy.

Michael Caine's autobiography, What's It All About?, was published by Turtle Bay Books in November 1992.

He recently completed filming in Ireland Neil Jordan's The Actors, directed by Conor McPherson. He also recently completed filming The Statement which was directed by Norma Jewison and made in France.

Robert Duvall (Hub McCann)

Robert Duvall has starred in some of America's most acclaimed films: The Godfather, which earned him an Oscar nomination, and The Godfather, Part II; he was nominated a second time for an Oscar for his performance in Apocalypse Now; he was nominated a third time for The Great Santini, and won an Academy Award as Best Actor for Tender Mercies.

Duvall wrote, directed and starred in The Apostle, receiving an Academy Award nomination for the title character. He co-starred in Deep Impact and A Civil Action, which won him his sixth Academy Award nomination and a Golden Globe nomination. He followed this with Gone in 60 Seconds. Duvall honed his craft in such 60's and 70's classics as Bullitt, True Grit, M*A*S*H, The Seven-Per-Cent Solution, The Eagle Has Landed, The Greatest and The Betsy. The 80's saw him in The Stone Boy, The Natural, The Lightship, Let's Get Harry and Colors as well as the popular mini-series Lonesome Dove. During the 90's, Duvall starred in Days of Thunder, A Handmaid's Tale, A Show of Force, Convicts, Rambling Rose, Falling Down, Geronimo and Wrestling Ernest Hemingway.

Duvall formed Butcher's Run Films in 1992, starring in A Family Thing, which earned a Humanitas Award, followed by The Man Who Captured Eichmann. In the last few years, Duvall has been seen in The Paper, The Stars Fell on Henrietta, The Scarlet Letter, The Sixth Day and A Shot at Glory.

Duvall's most recent credits include Gods & Generals, the prequel to Gettysburg, in which he stars as General Robert E. Lee, and John Q.. He also directed, wrote, produced and starred in the acclaimed Assassination Tango. He was most recently seen in director Kevin Costner's Open Range.

Haley Joel Osment (Walter)

Haley Joel Osment's young, yet expansive career, continues to find new height's following his starring role in director Steven Spielberg's A.I., traveling to Poland to shoot Edges of the Lord, playing a Jewish boy sent into the countryside to hide with a Catholic family during Nazi occupation; and co-starring with Kevin Spacey and Helen Hunt in the adaptation of Catherine Ryan Hyde's novel "Pay It Forward." All of this completed within the same year.

Osment made an unforgettable impression on movie-goers with his devastating portrayal of the haunted Cole Sear in the record breaking and internationally acclaimed film The Sixth Sense, in which he co-starred with Bruce Willis and Toni Colette for director M. Night Shymalan. For his performance, Osment was nominated for an Academy Award at age 11. He also received numerous film critics' awards as well as nominations for a Golden Globe and a Screen Actors Guild Award.

An award-winning actor who began his television and film career at age 5, Osment won his first honor, the Youth in Film Award, for his role as Forrest, Jr. in the Oscar-winning feature film, Forrest Gump.

The young actor's feature film credits also include Nora Ephron's Mixed Nuts, Jason Alexander's directorial debut For Better or Worse, and Norman Jewison's Bogus, in which he starred opposite Oscar winner Whoopi Goldberg and Gerard Depardieu.

In the voice-over arena, Osment is heard as Chip in Walt Disney's animated release Beauty and the Beast: The Enchanted Christmas, as Zephyr in The Hunchback of Notre Dame Deux, and as Beary in The Country Bears. His latest animation honor was voicing Mowgli in Disney's The Jungle Book 2.

He made his acting debut starring opposite multi-Emmy winner Edward Asner in the television series "Thunder Alley." He went on to co-star as Matt Foxworthy on "The Jeff Foxworthy Show," and then appeared as Avery Brown on the long-running series "Murphy Brown."

Osment's guest starring television credits include: the two part special of "The Pretender," playing a kidnapped prodigy whose genius is exploited through mind control; "Chicago Hope," where he found himself stuck in an elevator with a corpse; a true life story of Lou Gehrig's Disease on "Touched By An Angel;" and a two-part special of "Walker Texas Ranger," playing Lucas, a parentless boy dying of AIDS. Osment also captured audiences on a heartfelt episode of "Ally McBeal" where he played a dying boy who wanted to sue God.

In television films, Osment's credits include the Hallmark Hall of Fame presentation of "The Ransom of Red Chief," in which he starred opposite Christopher Lloyd, NBC's science fiction thriller "The Lake," and the World War II feature "I'll Remember April."

His honors include three Young Star Awards for his appearances in TNT's "Last Stand at Saber River" with Tom Selleck, the Hallmark presentation of the CBS drama "Cab to Canada," with Maureen O'Hara, and The Sixth Sense. He is a two-time recipient of the Saturn Award and recipient of the ShoWest Award.

Kyra Sedgwick (Mae)

A versatile star of stage and screen, Kyra Sedgwick has received two Golden Globe nominations, a Theatre Award, a Los Angeles Drama Desk Circle Award and a Dramalogue Award. She most recently won accolades for her riveting performance of "Delia" in Rebecca Miller's Personal Velocity, which won the Grand Jury Prize at the Sundance Film Festival, and the Showtime original movie Behind The Red Door opposite Kiefer Sutherland.

Sedgwick's screen roles include a starring role opposite John Travolta in the box office hit Phenomenon, directed by Jon Turtletaub. She was nominated for a Golden Globe for her scene-stealing performance in the 1995 romantic comedy, Something To Talk About. Her other credits include Born on the Fourth of July as Tom Cruise's high school sweetheart; Mr. and Mrs. Bridge with Paul Newman and Joanne Woodward and Cameron Crowe's Singles.

In television, Sedgwick recently starred in the TNT movie "Door to Door," with William H. Macy. She also executive produced and starred opposite Helen Mirren in Showtime's Losing Chase, which originally premiered at the Sundance Film Festival and received a Golden Globe and Cable Ace nomination.

Sedgwick's theater work includes a triumphant run in Nicholas Hytner's "Twelfth Night" at Lincoln Center, "Ah Wilderness," for which she won the Theater Award, and David Mamet's "Oleanna", which garnered her a Los Angeles Drama Critics Award and a Dramalogue Award.

She will next be seen in the independent feature The Woodsmen, opposite Kevin Bacon, and is currently shooting the Showtime feature Cavedweller, which she is also producing alongside David Yudain, directed by Lisa Cholodenko.

Nicky Katt (Stan)

Nicky Katt has most recently been seen as the incompetent local detective replaced by Al Pacino in Insomnia, and as the actor portraying Hitler in Steven Soderbergh's Full Frontal.

Katt recently appeared opposite Taye Diggs, Juliette Lewis, Benicio del Toro and Ryan Phillippe in Academy Award-winning writer Christopher McQuarrie's directorial debut Way of the Gun. He scored raves starring with Giovanni Ribisi in the zeitgeist Wall Street drama The Boiler Room and joined Tommy Lee Jones and Samuel L. Jackson in the William Friedkin thriller Rules of Engagement. Katt's breakthrough role in Richard Linklater's Dazed and Confused led to such diverse roles as the one-armed villainous clerk in Gregg Araki's The Doom Generation; an obsessed psychopath in The Babysitter; the redneck antagonist in Joel Schumacher's A Time To Kill; the hot-headed xenophobe in Linklater's SubUrbia; Renee Zellweger's ambitious attorney boyfriend in One True Thing and the sociopathic hitman in Steven Soderbergh's acclaimed thriller The Limey. Katt made his series television debut on David E Kelley's "Boston Public". Katt also starred in and executive produced Adam Goldberg's independent feature Scotch and Milk, which garnered rave reviews at the 1998 Los Angeles Independent Film Festival. A short film he produced and starred in, director Henry Griffin's "Mutiny," premiered at the 1999 Sundance Film Festival and went on to win Best Short Honors at the Chicago International Film Festival, the Seattle Film Festival and the South by Southwest Film Festival.

Emmanuelle Vaugier (Jasmine)

Canadian beauty Emmanuelle Vaugier is perhaps best known for portraying Dr. Helen Bryce, Lex Luthor's girlfriend, on the WB's hit drama "Smallville."

Vaugier starred in the WB comedy "My Guide to Becoming a Rock Star," and in the film 40 Days and 40 Nights, opposite Josh Hartnett. She has also completed starring roles in three independent films, including Suddenly Naked, in which she plays a Latin pop sensation; Mindstorm, a sci-fi thriller; and Ripper, a psychological thriller about students that mysteriously disappear after enrolling in a class about serial killers.

On the small screen she has held several guest-starring roles including "The Outer Limits"; "Higher Ground" opposite Hayden Christensen; and in the WB's "Charmed." Vaugier also appeared in the Emmy Award-nominated miniseries "The Beach Boys: An American Family," in which she portrayed Mike Love's wife Suzanne.

Vaugier was born in Vancouver, British Columbia and grew up in a French-speaking household. She currently resides in Los Angeles.

Christian Kane (Young Hub)

Christian Kane recently starred in the Fox feature film Just Married, opposite Ashton Kutcher and Brittany Murphy for director Shawn Levy. He also starred in Life Or Something Like It, opposite Angelina Jolie for director Stephen Herek. His other credits include Warner Bros. Summer Catch directed by Mike Tollin, the MTV film Love Song, and opposite Tom Selleck in the award winning TNT film "Crossfire Trail."

Kane starred as "Lindsey McDonald" in a recurring role on the WB series "Angel", and he also starred on the WB series "Rescue 77". His previous feature film credits include Ron Howard's Ed Tv and the independent film The Broken Hearts Club, which premiered at the 2000 Sundance Film Festival.

An accomplished musician, he also is the lead singer of his band, Kane, which has gained popularity in Los Angeles over the last year.

Kevin Michael Haberer (Young Garth)

Kevin Haberer was born and raised in Ft. Worth, Texas. His parents, Nick and Sharon Haberer, are an attorney and stock trader respectively. Haberer, is a senior film major at the University of North Texas. A graduate of the Stella Adler Conservatory who is now represented by the Kim Dawson Talent Agency, Kevin's professional stage credits include roles at the Dallas Theatre Center, TCC Northwest, the Dallas Shakespeare Festival, Theatre at the Ranch, and Boswell Theatre.

While studying at Stella Adler, Haberer delivered noteworthy performances as Edgar in "King Lear" and Hermocrate in "Triumph of Love". He received additional theatre training in competitive workshops taught by professionals such as Slava Dolgachev, Bill Hopkins, Phillip Seymour Hoffman, Yoshi Oida, Ron Howard, Olympia Dukakis and Henry Winkler. Despite his appreciation for live theatre, Haberer's passion has always been film acting and production.

Other television and film credits include Pimp in Pimpin' for Dummies, Guy in Run Soda Pop Run, and the Wolf in Teen FrightFest TV 2002. In summer 2003 he adapted and directed Vera, a short story by Anton Chekhov, for the screen. Currently, Haberer is co-directing the documentary Back to Nature and is co-writing and attached to star in Whatever You Want.

ABOUT THE FILMMAKERS

Tim McCanlies (Writer/Director)

Fifth-generation Texan Tim McCanlies began his career writing, performing and directing live theatre. While working on his MFA in the Graduate Cinema program at SMU, he completed several shorts including "Nicole et Claude," which tied for first place at USC's Student Film Awards and was sold to cable. After relocating to Los Angeles, McCanlies signed a deal at the Walt Disney studios and, in 1987, his screenplay, North Shore, was filmed for Universal (on which he also received Associate Producer credit).

In 1998, he made his feature film directorial debut on his script, Dancer, Texas Pop. 81. The film met with acclaim, played continuously for seven months in his home state and premiered internationally at the prestigious London Film Festival.

His screenplay for the critically lauded 1999 animated film The Iron Giant earned McCanlies and director Brad Bird an Annie, BAFTA Children's Award and a Nebula Award.

McCanlies' additional projects include screenplays for the live-action The Night We Liberated Paris and Walden Media's Around the World in 80 Days starring Jackie Chan. His additional feature film screenwriting credits include Dennis the Menace Strikes Again.

David Kirschner (Producer)

David Kirschner executive-produced with Steven Spielberg the animated smash hit An American Tail, which led to the sequel American Tail 2: Fievel Goes West, a Saturday morning animated series and the direct-to-video features American Tails 3, 4 and 5. Kirschner produced the Child's Play horror film series and created the film's star, an animatronic doll called Chucky. Kirschner and his company's additional feature film credits include Hocus Pocus, The Flintstones, Once Upon a Forest, The Pagemaster, Cats Don't Dance and Titan A.E. Kirschner most recently produced the critically acclaimed Frailty for Lions Gate Films. Directed by Bill Paxton, the film starred Paxton, Matthew McConaughey and Powers Boothe. Kirschner's company is also in production on Universal Pictures' CGI film adaptation of the children's classic Curious George, for which he teamed up with Imagine's Ron Howard and Brian Grazer.

As Chairman of Hanna-Barbera, Kirschner launched a full slate of animated television programs in the early '90s, including the Emmy Award-winning "The Addams Family" and "Pirates of Dark Water." He also created and produced a number of innovative television specials including the Emmy Award-winning "The Last Halloween"; the Emmy nominated "The Dreamer of Oz"; and "The Halloween Tree," written and narrated by Ray Bradbury, which won an Emmy Award for Best Animated Program.

Scott Ross (Producer)

Scott Ross is the Founder, CEO and Chairman of Digital Domain, Inc., one of the largest full-service digital production studios in the feature film and commercial advertising industries. Ross served in various positions at One Pass Film and Video, San Francisco's legendary post-production studio. When he left, he was the company's CEO. Recruited by Lucasfilm, Ross became Industrial Light and Magic's General Manager. And in the reorganization of 1991, Ross was named VP of the LucasArts Entertainment Group, which was comprised of Skywalker Sound, LucasArts Commercial Productions, LucasArts Attractions, Editdroid/Soundroid and ILM.

Founded in 1993, Digital Domain (Special Visual Effects and Digital Animation) has established a world-class reputation for innovation and artistry. Digital Domain's stunning work on James Cameron's Titanic received the 1997 Academy Award for best visual effects. In 1999, the company received its second Academy Award for best visual effects for What Dreams May Come. Digital Domain was also nominated for an Oscar for their work on Armageddon, True Lies and Apollo 13, which earned the company a British Academy of Film and Television Arts Award. Their most recent feature involvement was with Rob Cohen's summer blockbuster XXX, starring Vin Diesel and Samuel L. Jackson. Some of their other feature film VFX credits include Interview with the Vampire, Red Corner, Kundun, the BAFTA winner The Fifth Element, O Brother, Where Art Thou?, X-Men and Dr. Seuss' How the Grinch Stole Christmas.

Corey Sienega (Producer)

Corey Sienega heads up development and production for David Kirschner Productions. Sienega produced Lions Gate Films' Frailty with Kirschner. The two also teamed up on the box office hit Bride of Chucky for Universal Pictures. Sienega is overseeing a full slate of projects which she will produce with Kirschner, including Miss Potter, a biography of famed children's author Beatrix Potter written by Tony Award winner Richard Maltby ("Ain't Misbehavin", "Miss Saigon") and to be directed by Bruce Beresford (Tender Mercies, Driving Miss Daisy); and "6 DaysTil Sunday," a six-hour television event for the SciFi Channel. Sienega is also re-teaming with Kirschner and New Line on the feature adaptation of the Hugo and Nebula award-winning short story The Martian Child.

Jack N. Green, ASC (Director of Photography)

Jack N. Green, ASC was nominated by the American Cinematographers Society for Outstanding Achievement for his work on The Bridges of Madison County, and was nominated for an Academy Award and a BAFTA Award, and won the Boston Film Critics award for Unforgiven, Green also received The Society of Operating Cameramen Lifetime Achievement Award.

Some of Green's additional feature film credits include Girl Interrupted, Twister, The Net and Space Cowboys.

David Moritz (Editor)

David Moritz was the film editor for Wes Anderson's critically acclaimed films Bottle Rocket and Rushmore. His most recent credits include the comedy A Guy Thing, The Affair of the Necklace and the New Line Cinema's Knockaround Guys.

Other credits include Town & Country, The Evening Star and the award winning independent feature Broken Vessels. He was a co-editor on Jerry Maguire and an associate editor on James L. Brooks' I'll Do Anything.

In his next feature, he will be teaming up with Wes Anderson again for The Life Aquatic.

David J. Bomba (Production Designer)

David J. Bomba continues to build a reputation in production design. Most recently, David designed the Lousiana atmosphere for Callie Khouri's Divine Secrets of the Ya-Ya Sisterhood. He recently created the 19th century Cuban environs for MGM's Original Sin, directed by Michael Cristofer, which was filmed entirely in Mexico. The two previously paired on New Line's Body Shots and on the acclaimed HBO production, Gia, for which Bomba was nominated for an Art Director's Guild Award.

He designed the adaptation of Willie Morris' Mississippi childhood memoirs, My Dog Skip. He also served as production designer on the independent films Scenes from Everyday Life, Mind Twister and Todd Haynes' Safe.

As art director, Bomba earned attention through his work on Ron Howard's acclaimed Apollo 13, Steven Zaillian's A Civil Action and Robert Benton's Twilight. Other art direction credits include Bruce Beresford's Silent Fall, John Waters' Serial Mom, He Said, She Said, as well as Chain Reaction, Cool World, Mother's Boys, The Adventures of Huck Finn, The Gun in Betty Lou's Handbag, Miracle in the Wilderness and John Schlesinger's Eye for an Eye.

Gary Jones (Costume Designer)

Gary Jones is currently working on Spider-Man 2 and recently completed the Garry Marshall comedy Raising Helen.

His costume design credits cover a wide range of feature films for some of the industry's most acclaimed filmmakers, including the Sandra Bullock comedies Divine Secrets of the Ya-Ya Sisterhood and Two Weeks Notice, The Princess Diaries, Heartbreakers, Vanya on 42nd Street, The Mosquito Coast and Trip to Bountiful.

Jones enjoyed a long creative collaboration with Ann Roth, and together they worked on films including Primary Colors, The English Patient, Sabrina, Postcards From the Edge, The Mambo Kings, Working Girl, and Dressed to Kill. In 1999, Jones and Roth shared an Academy Award nomination for The Talented Mr. Ripley.

Patrick Doyle (Composer)

Born in Scotland, raised in a musical family and educated at the Royal Scottish Academy of Music and Drama, Patrick Doyle first began his professional career as a music teacher. His first foray into professional composition was in 1976, after his graduation, when he composed music for four shows at the renowned Edinburgh Festival, including the 50s musical comedy "Glasvegas." He subsequently joined the Citizen's Theatre Company in Glasgow, where he served as a musical director and actor. John Byrne's "The Slab Boys," the 1978 landmark theatre piece in which Doyle portrayed the pivotal character Hector, opened the floodgates to an entire wave of Scottish writers, won the coveted Evening Standard Award and is now fixture in the university syllabus.

Doyle's association with actor/director Kenneth Branagh helped shape William Shakespeare's prose with a modern musical context, first as an actor/composer and musical director of Branagh's Renaissance Theatre Company, which Doyle joined in 1987. After writing and music directing successful theatre compositions for Hamlet, As You Like It and Much Ado About Nothing, among many others, Doyle later worked with RTC director Dame Judith Dench on both the theatre and television productions of "Look Back in Anger."

Doyle and Branagh continued their collaboration in feature films, beginning in 1989 with Henry V, Doyle's first film score. Its memorable chorale theme, "Non nobis Domine," introduced on the battlefield as the exhausted victors collected and buried their dead, is now one of the most notable themes in modern classical music. It was given the Ivor Novello Award for Best Film Theme, is performed by master chorales on a worldwide basis and continues to be a popular choice for university graduations.

Dead Again, another film for director Branagh, presented new challenges for the composer. The modern mystery-thriller moved quickly from one subplot to another, required Doyle to write music for an on-screen composer, in addition to addressing the dramatic elements of the film, which frequently changed time periods. At one moment, the scene required a modern, jazzy edge and for the next, a 40s pastiche. The film established Doyle as a versatile composer.

In 1990, Doyle was commissioned to write a song cycle for soprano and chorus by the Prince of Wales in honor of the Queen Mother's 90th birthday. "The Thistle and the Rose" afforded him several trips to his native Scotland to visit some of the Queen Mother's favorite places. It was recorded as A Birthday Present for my Grandmother.

"The Face in the Lake" is Doyle's second recorded original concert work. The piece was one of three written for the dramatic children's story narrated by Kate Winslet. Doyle was unable to attend its 1998 world premiere at Carnegie Hall because he was undergoing a harrowing chemotherapy treatment for leukemia. The CD, "Listen to the Storyteller," won the 2000 Grammy for Best Children's Spoken Word Album.

Doyle's career has been one of continuing success in relatively short period of time. In addition to Branagh, (Hamlet was Doyle's second Academy AwardR nominated score), he has worked with a variety of distinguished directors: Robert Altman (Gosford Park), Brian DePalma (Carlito's Way), Alfonso Cuarˆun (A Little Princess), Ang Lee (Sense and Sensibility, his first Academy AwardR nomination) and Rˆmgis Wargnier (Indochine and Est-Ouest). His upcoming projects include Calendar Girls for Nigel Cole.



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