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Josh Hartnett, John Malkovich, Ellen Barkin, Alison Lohman and Tom Waits are set to star in "Texas Lullaby," an indie film inspired by Shakespeare's "Hamlet."

Malcolm Venville is directing a Steve Allison script set in East Texas in the late 1980s, where a young man is tortured by the mysterious death of his father. He's trying to figure out how it happened and why his mother is now married to his dad's brother, the town sheriff. Lohman plays the young man's girlfriend.

Pic's produced by Marshall Rawlings, with his Alturas Films producing in association with Malkovich's Mr. Mudd and U.K.-based Therapy Films. Financing is provided by Canada-based Peace Arch Entertainment, whose John Flock spearheaded the funding.

Hartnett will next be seen in the Weinstein Co.'s "Lucky Number Slevin," which will play the Sundance Film Festival, and he also stars in the Brian De Palma-directed "The Black Dahlia."