FREDERIC: Let's start by talking about how you see Walter at the beginning of the film.

TIM: When I was thinking of what this movie should be about, I saw a documentary on The Discovery Channel about men in prison and how a great percentage of them had no father in the home or had an abusive father. It really underlined how important it is for a man to help a young boy harness and contain his aggression. There is something untamable in young men that left unchecked can grow out in weird ways.

Walter's mother is not a very strong woman. Because of her low self-esteem, she seeks out guys who aren't the best for her. As Walter points out, she usually figures the next boyfriend will solve all her problems. So he hasn't gotten much nurturing from her and is probably heading for trouble. He really needs a strong male presence in his life -- the need that his uncles fulfill.

Of course, the flip side of that is that his uncles have already lived their lives fully. It's not in the script but a title I played with was "Old, Pissed, and Fixing to Die." You know the stories about men who retire and drop dead within a year. So this kid gives his uncles another purpose for living.

FREDERIC: The poet Robert Bly has led workshops across the country especially for men. He says that the reason men are so screwed up today is because they did not undergo any meaningful rituals initiating them into manhood. What are the key insights or moments of Walter's initiation into adulthood?

TIM: Writing the screenplay, I realized that before the uncles could teach Walter about being a man, I'd have to figure out what that meant! I kept circling around the idea of a speech that Hub, Robert Duvall's character, gives to young men -- he gave it when he was in the Foreign Legion and he repeats it for the guys he gets into a fight with at the bar. It's called his "What Every Young Man Needs to Know About Being a Man" speech.

Well, it's quite a challenge to write the wisdom of the ages, right? But I kept coming back to words like honor and decency and treating people right even if they don't treat you right. Maybe you can get away with cheating on your taxes, but it's not the right thing to do. I also wanted to express the idea that you can believe in something even if you know it isn't true -- ideas like true love never dies and people are basically good. Even if it can't be proven that people are basically good, you should still believe they are.

So I wrote Hub a speech that expresses that -- a code of living. This is the person I'm going to be. I'm going to treat everybody with respect even if they prove they don't deserve it because that is who I am.

FREDERIC: What scenes from the flashbacks show that is how Hub treated people during his adventurous past?

TIM: Well, there's a villain who tries to kill Hub and his beloved. The traditional way to deal with this kind of guy, the Hollywood way, would be to go in there and cut his head off. But Hub bests the guy in such a way that he proves he's the better man, yet it ends their conflict without bloodshed. He had to do it in this guy's language by making it a point of honor.

FREDERIC: What experiences have you had that contributed to Hub's speech?

TIM: I think a lot of us get our codes about being a man and what to believe in from Hollywood. My favorites are films like "To Kill a Mockingbird" that are really about something, family films — universal films, really — that tackle big subjects. But I was an action film guy, so the films that meant a lot to me growing up were about good guys, who treated women well, who were heroes — Errol Flynn movies, that sort of thing. When I wrote this script about ten years ago, I really wanted to add to the bulk of films that had meant so much to me. You know many adult films these days aren't about anything. They are just two wisecracking guys who blow stuff up. The third act resolution is one big fight. What's the point? The movies that touch me teach moral lessons about fair play and heroism.

FREDERIC: I regard the stories of people's lives as good medicine. I love it that Hub is the hero of his own passionate, wild existence. To shift gears a bit, talk about the lion in the story. What is the point of Walter's relationship with the animal?

TIM: Well, it's funny. When you sit down and write a plot-driven movie in Hollywood, all the rules are obvious. But this movie is character-driven, so I had some big gaps in the middle. All I knew when I started writing was that the uncles would buy a lion to shoot because they had been to Africa. In Texas there are ranches where they do that; they buy exotic animals for people to shoot. I knew Hub and Garth wouldn't really shoot the lion, but I didn't know what else would happen with it.

This is what happens in a script — your characters become alive. So the lion became alive and escaped into the cornfield and thought it was the jungle. I had no idea it was going to do that! But I realized that this lion is a metaphor for these two guys. They, too, are sort of toothless. I had this metaphor in my head of the lion railing at night at the moon in frustration and impotence. And it seems like that is what Hub is doing. He's really angry that he's old and that he can't do the things he used to do.

FREDERIC: I was a little bit scared throughout the movie that something would be solved with guns. It's interesting to me that you have guns but you don't treat them in the way most films do. I was glad to see that the whole plot didn't hinge on someone blowing someone out of the water. Nor do you use guns for the dramatic high point in a jeopardy situation.

TIM: Well I live in Texas on a ranch, and a gun is more of a tool, like a hammer. There are a lot of wild critters around that can be pretty dangerous. Of course, my characters are guys who were pretty wild in their youth, so guns are part of their eccentricities. Unfortunately, I'm afraid Hollywood is teaching the lessons that it's easy to pick up a gun to solve a problem. We should be smarter than that.

FREDERIC: You seem to have a fondness in your heart for eccentric types. Talk a little about what this kind of individual adds to our lives. I mean most normal people would say this guy is so weird, I wouldn't ever want him around my kids, he's so bizarre. The uncles are certainly eccentrics, and the whole community is gossiping about them.

TIM: I pushed it in a number of ways. You know, you meet older people, and you may pigeon-hole them as this or that and not particularly interesting. Then you sit and talk to them and you find out that they've done these amazing, incredible things. Your entire perspective of who they are changes. That's something I wanted to play with over the course of the movie.

Also, I find there's something just larger than life about Texans in general. I think it was Eudora Welty who said that in the South we don't hide our eccentrics, we parade them out in front of everyone because we're proud and amused by them. There is something to that. Hub and Garth are both close to men in my family as well. My folks used to drop me off for the summer at my grandfather's in Sisco, Texas. He was this big, larger-than-life character, really tender underneath but forceful and powerful. He was in his eighties when he had to have an operation for the first time. It must have been a prostate problem because he was told that one side-effect would be that he would be sterile. Not impotent, sterile. And he said, "No, uh-uh. Not going to do it. Forget it." And went storming out. My grandmother said, "You know we hadn't really planned on having any more children." She was 75.

They're just surprising, these eccentrics. Hub is very scary, but people like him right away. It's interesting. They identify with him too. Maybe it's the grumpy old man inside all of us.

FREDERIC: It would make a great double feature, when it comes out on video, with Unstrung Heroes, directed by Diane Keaton, which is also about a boy and his oddball uncles.

TIM: You know, I haven't seen that film. The log line sounded like this one. The uncles there were more institutional crazy, weren't they?

FREDERIC: One is a collector, and the other is a paranoid. But they still are a very good influence on the boy. What do you hope that audiences will take away from your movie?

TIM: Well, one hope is that parents will want to see with their kids, specifically fathers and sons. Or perhaps an older man in the family or community could take a boy to see it. Men don't talk about these sorts of things -- which made it hard to write. You know, Hub and Garth would never say the words, "We love that kid, we want him to stay." And there's not a lot of hugging in the movie. Yet there are few things more powerful than the father/son bond. A few movies, like Field of Dreams, deal with it, but not that many. So I think this would be a good movie for them to share and talk about what's important. Maybe the man could bring up things in his life and lessons he'd learned. That's one reason I like being in this job in the media. It's not just about entertainment. Movies are all some kids have. We can throw a few life preservers out there for them to latch on to, like I did growing up.

FREDERIC: In America with our love of youth, being an elder can mean you are obsolete. What are you trying to say about elders here?

TIM: To me the point of this movie is that this kid had no one and these two old men had no reason to keep on living, and they saved each other. It does show that older people still have a lot to contribute. I mean, look at my two main actors — Bobby and Michael, both in their seventies. It was just an incredible joy working with them because they are amazing actors and very knowledgeable. And then Michael would be on the set telling stories about working in Afghanistan in 1975 with Sean Connery on The Man Who Would Be King. They both had just amazing stories of things they've done and where they've been. I really learned a lot from both of them about acting and my craft. So, as the young director, what I took away from this movie was also the point of it.