Carey’s final project as a film director is Godfarter III (1989), an audition piece for [Francis Ford] Coppola, who was looking to cast the role of an elderly Mafia don for The Godfather: Part III (1990). Coppola considered Carey too young for the part (and may also have been put off by Carey’s earlier eccentricities on The Godfather). Carey tried to convince the director that he could tackle the role of Don Altobello, but it wasn’t meant to be, and Eli Wallach was eventually cast in the part.
– Harvey F. Chartrand, “Timothy Carey, The World’s Greatest Director!”; Filmfax Plus #102 (April/June 2004)
The Timothy Carey Experience 
I was also thinking of this when I read the news. Watched the DVD of it that Roman sent me in the mail, loved it of course. R.I.P. Eli and of course, Timothy..
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