Secondhand Lions

Secondhand Lions;

StoryAre old lions still dangerous? Two formerly-lion-like bachelors (Hub and Garth) end up taking care of a deserted nephew (Walter) and a “used” lion. Little by little the stories of their amazing lives (and endless supply of cash) unfold—filled with adventure, romance, exotic lands and treasure. But is it all true? Like all of us, young Walter discovers that part of growing up is deciding who to believe. (starring Robert Duvall–Hub, Michael Caine–Garth, Haley Joel Osment–Walt; New Line Cinema, 2003; 2 hours; comedy, drama)

Setting: It starts and ends in the 1990s, but most of the movie is a flashback to the early 1960s, with stories being told about things that happened between 1919 and 1960. A lot of the music is from the 1950s.

Helpful background information: Walt (the boy) does not have a father. His mom also lies to him a lot. One summer she decides to leave her son with two rich uncles (whom she hardly knows). She wants to be free to date a man, and hopes that the uncles will “like Walt so that when they die they will give him money.” During the summer, Walt hears unbelievable stories about his great-uncles’ lives in Africa. They also tell him some of the things “a boy needs to know in order to become a man.” Some common guesses about where the uncles’ money came from are: (1) in the 1920s they were hit men for Al Capone and the Mafia; (2) they were bank robbers in the 1920s; (3) they got rich by fighting a rich Arab, after rescuing a beautiful woman from his castle (in defeat, he gave them lots of gold); (4) they lived in a “state nuthouse” (mental hospital) for many years, and got the money from a law suit.

NoteThe movie frequently uses hyperbole to add humor (i.e., exaggerations of movement or activity). For example, when the lion escapes, everyone in the family gets a gun and goes after it (including the children!). In “real life” you would not give a gun to a child, and two bachelors would not own about 10 hunting guns, so these are both examples of hyperbole.

People and proper nouns:

  • Walter (Walt): a young teenage boy at the center of this story; his great-uncles help him grow up one summer
  • Hub: the “wild” uncle; as a young man, he was never afraid of anything
  • Garth: Hub’s brother; a bit more understanding, Garth is a great brother and uncle
  • French Foreign Legion: a famous part of the French colonial army made of foreign volunteers
  • Mafia: a secret Italian criminal organization that is also active in the US, involved in drug-dealing, gambling and other crimes; also called “the Mob”
  • Uncle Sam: a synonym for “the US Government”
  • Mae: Walt’s irresponsible mother
  • Helen and Ralph: other relatives who hope Hub and Garth will give them their money when they die (Ralph is a lawyer)
  • Sheik (sometimes spelled sheikh): a title for a respected and/or wealthy family leader (chief) in an Arab society


(underlined words are vocabulary terms; *key terms)
  • *(to do) chores: to help a parent by cleaning, doing housework, taking care of pets, gardening, etc.
  • *credits: the list of names telling who did what, both in the film and behind the scenes
  • *gonna: oral English, meaning “going to” (you should never write the word “gonna” because it is not really a word)
  • hit man: someone paid to kill someone else (the Mafia has many “hit men,” so fear is one of their tools)
  • *hyperbole: exaggerated statement not meant to be taken literally.
  • *to kick off: to die, to pass away
  • *second-hand (or secondhand): [adj] used; a way to describe sth that has had more than one owner
  • *to shanghai (someone): to trick someone into going somewhere; esp. to get someone drunk, put them on a ship, and make them work on the ship until it reaches the next port
  • sissy: (noun or adj) an offensive term referring to a boy who does not act in a masculine way (a boy who is timid, weak, unwilling to fight, etc.)
  • skeet shooting: a sport where contestants try to shoot a clay plate as it flies through the air
  • sleepwalking: to walk while you are asleep, often acting out what you are dreaming about
  • *to stash (money somewhere): to hide money in a secret place for storage
  • state nuthouse: a government-run hospital for crazy people
  • *(to need) stitches: to have deep wounds that will require a doctor who can sew them up
  • traveling salesmen: people who came to your door to sell you things (this was particularly common in the 1950s and 1960s)
  • *virtue: the personal quality of being morally good or righteous
  • *a will: a legal document that says what should happen to your property & money after you die


  • *bad guy: the villain or enemy in a story. “Why does the bad guy get filthy rich?” The “bad guy” usually gets punished in a story, so Walt thinks it is strange that the “bad guy” in his uncle’s story gets very, very rich (when oil is discovered on his property)
  • *(some) conditions: some requirements. “If I’m going to stay, there’s gonna be some conditions.” You will be required to do some things or stop doing some things, if you want me to stay.
  • (it’s) defective: it is broken. “It’s a defective, used lion.” This indicated that the lion was not what they expected; it was too old to provide a sporting challenge.
  • “He really lived.” He was not just alive/breathing; his life was really full of life and activity.
  • *leave sb alone: to intentionally stay away from sb, giving them privacy. “If you stay, our other relatives will leave us alone.” In the movie, the old men liked to be alone, but their relatives acted friendly in the hope of getting some of the money when the men died. They asked Walt to stay, in the hope that the other relatives would stop visiting them.
  • *mind your own business: used in response to a question you don’t want to answer; it means “this is a personal matter, so you have no right to ask me that question”
  • *spit it out: go ahead and say it! “You want to say something? Well, spit it out.” “Spit is out” is a command to stop hesitating and say what is on your mind.
  • *sporting: done in an honest way, like a good sportsman. “That’s not very sporting.” That is not fair; if you do that, you lack integrity.
  • *trying to pull: indicates that sb is trying to do sth in a sneaky way. “I see what you’re trying to pull.” I see through your deception; I know what you are trying to trick me into doing.
  • *the works: “and everything else” or “etc.” A “hamburger with the works” means loaded with things like lettuce, onions, dressing, pickles, chili…
  • “They went out with their boots on.” A common phrase from cowboy movies, meaning that someone died while doing what they wanted to be doing, instead of just sitting around and waiting for death.


(A) Walt’s mom was a widow, and in the 1960s there were not many jobs open to women. It was particularly difficult to be a “single mom.” In what ways does this excuse or explain her behavior?

(B) If she HAD been going to a school to learn “court reporting,” do you think she should have taken her son along, or found someone (like the uncles) to watch her son for a few weeks? Explain your answer.

(C) In what ways has life gotten easier for women since the 1960s (in your country; in the world)? In what ways is life still more difficult for women than for men?

(D) The UK, India, and many other countries have had a female Prime Minister or President. Do you think your country will ever have a female “top” leader? Why or why not?

(E) Talk about the older men or women in your life (those who are at least 35 years older than you). What did you learn from them? In what ways was it difficult to be around them (how were they “odd” or “strange”). Why is it important for children to be around older people?

(F) At first, Walt believed that he was going to have a miserable summer with his uncles, but by the end of the movie he loved them and chose to live with them. Tell your small group about a time when your belief about something changed.

(G) Re-read “My favorite dialog” below. Where do our beliefs and values come from? Most people experience a change in “what they believe” over time throughout their lives. In what ways is this good or bad?

(H) Are there things that ALL people in the world should believe in, or does there have to be a difference because of culture? Explain your answer.

(I) What might “universal beliefs” be?

(J) How many of the following do you think most of the people in the world would agree on as being “good rules” for all people:

1. Do not crave or long for someone else’s house, clothes or other possessions.
2. Do not lie in court or say untrue things if that will bring harm to your neighbor.
3. Do not steal.
4. If you are married, do not sleep with anyone except your husband or wife.
5. Do not murder.
6. Honor your father and your mother.
7. One day per week, take a rest from your normal work.
8. Do not curse or swear. Do not abuse God’s name or use it carelessly.
9. Do not worship images or statues, because the Heavenly Father does not look like anything you can make with your hands.
10. There is only one true God, who created the world and who revealed himself through the Bible. Do not worship anyone or anything else.

(K) Do you know where the list above came from? It is called “the ten commandments,” recorded 4000 years ago as the “basic laws for humanity” (or at least for Jewish people). These commandments also provided the foundation for law in Europe, America and the Middle East.

(L) It is said: “If you don’t have something to die for, you don’t have anything to live for.” What do YOU believe in so strongly that you might risk everything for it?

(M) At the end of the movie, Walt said his uncles had “really lived;” that is, they had really led full and meaningful lives. What do you think Walt was talking about—what had his uncles done that was “really living”? When you reach 70 or 80, what do you hope to look back on?

My favorite dialog:

(This is part of Hub’s “What every boy needs to know to be a Man” speech; Hub used this to respond when Walt said, “I don’t know what to believe in.”)
  • “If you want to believe in something, then believe in it. Just because something isn’t true, there’s no reason you can’t believe in it. Sometimes the things that may or may not be true are the things that a man needs to believe in the most: that people are basically good; that honor, courage and virtue mean everything; that power and money mean nothing; that good always triumphs over evil; that true love never dies. It doesn’t matter if they are true or not. A man should believe in those things, because those are the things worth believing in.”

Sentences/dialogs from the movie:

(One of our favorite “movie websites” is, which is a great source of movie information; blue indicates a key dialog or sentence)
  • 1.  [first lines]
  •      Adult Walter (answering the phone): Hello?
  •      Sheriff: Walter?
  •      Adult Walter: Yes.
  •      Sheriff: This is Sheriff Brady. I’m afraid I have some bad news for you. It’s about your uncles.
  • 2.  Mae (to Walter, who is afraid of several dogs): Show them you’re friendly, Honey! Let ’em sniff your hand.
  •      Garth: The last thing we need is some little sissy boy hanging around all summer.
  • 4.  Walter (after being told that they don’t have a phone): Is it okay if I go inside and watch television?
  •      Garth: Ain’t got one.
  •      Walter: No television?
  • 5.  Hub: You know what I don’t like about house guests? [slams fist on table] Dinner table Chit-Chat Chit-Chat. [i.e., mindless conversation]
  • 6.  Hub: We’re fixin’ to die anytime, so if we kick off in the middle of the night, you’re on your own.
  • 7.  Helen: You take him to the orphanage right this minute.
  •      Hub: Whether we take him to the orphanage or tie him up and throw him in the lake, that’s OUR business, not yours. [See “mind your own business“]
  • 8.  Walter (who overhead Helen and Hub, and ran away): I’ve been to the orphan home before. I don’t wanna go back.
  • 9.  Walter: What’s wrong with him?
  •      Garth: Well, a man’s body may grow old, but inside his spirit can still be as young and as restless as ever. And him, in his day, he had more spirit than twenty men.
  • 10. (Hub and Garth are getting ready to shoot at a traveling salesman.)
  •      Walter: Why not see what he’s selling?
  •      Hub: What the hell for?
  •      Walter: Well, what’s the good of having all that money if you’re never gonna spend it?
  •      Garth: Could be the kid has a point.
  •      Hub: Well, we’ll see what the man’s sellin’. THEN we’ll shoot him.
  •      Garth: Good plan.
  • 11. Walter: You bought a used lion?
  •      (The men explain that they want to shoot the lion, but not “sitting in the crate”; Walter says “That’s not very sporting.” In the end, they agree to let Walt nurse the lion back to health–and then they’ll shoot it.)
  •      Walter: Can I keep her? I’ve never had a pet before!
  • 12. Hood 1 (to Hub): Hey, who do you think you are, huh?
  •      Garth (to Hub): He’s just a dumb kid, Hub. Don’t kill him.
  •      Hub (to Garth): Right.
  •      Hub (grabs Hood 1 by the throat): I’m Hub McCann. I’ve fought in two World Wars and countless smaller ones on three continents. I led thousands of men into battle with everything from horses and swords to artillery and tanks. I’ve seen the headwaters of the Nile, and tribes of natives no white man had ever seen before. I’ve won and lost a dozen fortunes, KILLED MANY MEN and loved only one woman with a passion a FLEA like you could never begin to understand. That’s who I am. NOW, GO HOME, BOY!
  • 13. Garth: The Sheik knew that he would surely die now, without even the right to beg for mercy… But Hub just said, “Twice I have held your life in my hands. And twice I have given it back to you. The next time…your life is mine!”
  • 14. Stan: It’s up to you, kid. We can be friends, or we can be enemies. What’s it gonna be?
  •      Walter (looks down, thinking, then looks up): Defend yourself!
  •      Stan: What?
  • 15. Hub (to Stan, after the lion attacked him for hurting Walter): You’re lucky the lion got to you before we did.
  • 16. Garth (after Walter leaves): A salesman should be by in about three, four hours.
  •      Hub: Whoop-de-do.
  • 17. Walter: Has he hit YOU yet?
  • 18. Walter: If I’m gonna live here, there’s gonna be some conditions.
  •      Hub: Conditions?
  •      Walter: No more dangerous stuff. No more fighting teenagers. No airplanes. More vegetables, less meat.
  •      Hub: What do ya want me to do? Die of old age?

If you don’t want to know the end of the movie, stop reading here.  

  • 19. Sheriff: Best I can figure, they were trying to fly through that barn, upside down.
  • 20. Adult Walter (reading his uncles’ will): The kid gets it all. Just plant us in the damn garden, next to the stupid lion.
  • 21. (The Sheik’s son and grandson heard about the death of Hub and Garth on CNN, in Houston–not too far away.)
  •      Sheik’s Grandson (looking at a large yacht in a small pond): I see they spent my grandfather’s gold well.
  •      Adult Walter (laughing): Well, there was this one traveling salesman
  • 22. [last lines]
  •      Sheik’s Great Grandson: So, these two men from Great Grandfather’s stories, they really lived?
  •      Adult Walter (wistfully): Yeah, they really lived…


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