SANTA MONICA, Calif. (AP) _ James Caan will star in Matt Dillon's directorial debut, ``Beneath the Banyan Trees,'' United Artists and Mainline Productions have announced.

The film also will star Dillon and Natascha McElhone (``Love's Labour's Lost,'' ``The Truman Show'').

Based on a script written by Dillon and Barry Gifford, ``Beneath the Banyan Trees'' tells the story of Jimmy (Dillon), who is waiting for the heat to cool after a failed insurance scam. After he hears rumors that his partner has surfaced in Cambodia, he sets off to get his promised cut, where he finds a mysterious and hostile environment.

``Beneath the Banyan Trees'' is scheduled to begin shooting in Cambodia this month. In addition to five weeks there, the film will shoot three weeks in Thailand.