In "Secondhand Lions," Haley Joel Osment inherits some onscreen uncles that other actors (not to mention nephews and nieces everywhere) would kill to have.

Uncle Hub and Uncle Garth are gruff, tough and mysterious with just enough vulnerability to make them lovable. Oh, and they're played masterfully by veteran actors Robert Duvall and Michael Caine.

Both actors are aging gracefully, having won praise for recent roles - Duvall in "Open Range" and Caine for "The Quiet American."

The same can't be said for Osment, who plays their nephew Walter. He has reached that awkward age in adolescence where growing limbs and changing voices make everything a little more cumbersome. He will also soon discover that he can't get by on the same acting tactics that worked as a child actor. His scared, lonely persona that worked so well in "The Sixth Sense" grates a bit on the senses in this film. But luckily Duvall and Caine carry the film above and beyond Osment's emotionally troubled Walter.

The film has fairy tale elements that would make for a great bedtime story. Flashbacks take us on a trip through Europe in 1914 that took Garth (Caine) and Hub (Duvall) through exotic cities and even found them shanghaied and fighting for the French Foreign Legion. Arabian royalty, assassination attempts, grandiose sword fighting and riches beyond riches round out the tale that fascinates Walter and lends his uncles an air of mysticism and heroism.

Of course, all of these tales are made more believable by the present-day antics of Hub and Garth as they scare off traveling salesmen with their shotguns, buy a circus lion and pick fights with ornery teenagers.

Rumors of their whereabouts and fortune have pervaded the small Texas town and everyone seems to have a theory as to how the pair came into such wealth. Even Walter's mother, played by Kyra Sedgwick, urges him to find out where his uncles have stashed their cash.

And here is where one of the film's themes comes in for a landing. In a very Disneyesque moment (yes, I cried), Walter confronts Hub and asks him if all the stories are true. To which Hub replies, "Just because something isn't true doesn't mean you can't believe in it."

Presented with the rumors of robbery and mob ties, young Walter chooses to believe in the unbelievable adventures of world travel, daring duels and the power of a princess' love.

Relatively green director/writer Tim McCanlies produces an entertaining film with an impressive cast. Set in Texas in the 1960s, McCanlies echoes the uncles' personalities in the rundown, yet faintly-elegant farm house that Garth and Hub call home.

Duvall and Caine are more than up to the task of fleshing out these two characters and play well off each other.

One would hope that Osment takes a cue from these two old-timers on how to build a successful acting career. He's young yet and has the potential, but some formal acting classes wouldn't hurt.

Caine and Duvall make "Secondhand Lions" worth seeing. It is a sweet tale for the whole family starring a couple of old lions who haven't lost their ability to roar.

"Secondhand Lions"Rated - PG

for brief profanity and victimless gunfire

Starring: Robert Duvall, Michael Caine and Haley Joel Osment

Director: Tim McCanlies

Length: 107 minutes

Now playing at: Astoria Gateway Cinemas, Cannes Cinema in Seaside and Neptune Twin Theatres in Long Beach, Wash.

Short take: Caine and Duvall play Garth and Hub, two old coots who are forced to take in their great nephew Walter (Osment) for the summer. The interactions between the two brothers and their initial ineptitude in dealing with their new house guest provide for some humorous moments. But it is the fantastic tales of their exploits abroad that really fire up the imagination and provide wholesome entertainment for the whole family. As an actor, Osment is still growing, but he's got a couple of great role models to learn from in Caine and Duvall.

Rating: 3 stars

Rating system:

4 stars: Absolutely the best

3 stars: Good, solid entertainment

2 stars: Wait for the video

1 star: Don't waste your time

Movie Trivia: In "Secondhand Lions" Caine, who is British, uses an American accent. In which filmdid he first use an American accent?

Movie Trivia answer: Caine's first American accent was in the film "Hurry Sundown" (1967). He was taught the southern drawl by Vivien Leigh, who told him to say "four door Ford" all day long for weeks.

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