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This is largely a kid's film, but in the best sense, in that it isn't full of juvenile humor about failing bodily functions, nor is it demeaning to the elderly, even though both its stars are well over sixty; it's a joyful, optimistic and largely predictable romp about the relationship that can develop between the old and the young.

When Haley Joel Osment's Mother drops him off to stay for a while with two old curmudgeons, a perceptive viewer can probably guess what happens next--but that knowledge doesn't detract from the fun-it's like a great fairy tale that you want to have told to you again, a sentimental rural fable rich with the kind of things kids (and many adults) like--lions that can be tamed, monoplanes that can be built, and worthwhile lessons that can be learned. Nobody farts, nobody says the "f" word, and nobody drops their pants--it's actually funny because its humor springs from the considerable well-honed talents of acting treasures Michael Caine and Robert Duvall and from a well-written kid's story--with adults welcome to come along for the ride.

Cartoonist Josh Lucas (of "A Beautiful Mind") gets a phone call telling that his two great-uncles have been in an accident. Immediately we see the Lucas character in the form of young Haley Joel Osment as he is literally dropped off with great-uncles Michael Caine and Robert Duvall by lousy mother Kyra Sedgwick in the 1960s. It seems that the two supposedly have a huge fortune somewhere on their property in Texas and Sedgwick, along with several others, have been trying to find the treasures for themselves. Osment seems out-of-place completely at first and his two uncles appear to be cold and unfeeling, but soon Duvall is seen sleep-walking and acts like he is sword-fighting while he does. Osment has never seen anyone act this way before and he becomes curious. He finds a photo of the beautiful and exotic Emmanuelle Vaugier in the house's tower and his want to know the pasts of his uncles' builds. Caine tells Osment of a time at the start of World War I when the duo unwittingly became a part of the French Legion, fighting with the Allies during the war. The war comes and goes and Caine starts to tell of Duvall's love for Vaugier when he was a young man. Naturally she was also wanted by an evil sheik (Adam Ozturk) and thus he had to protect she and himself at all times. Eventually the stories conclude and Osment finds out how the two got their money. But could it be possible that what Caine has been conveying are just stories and not the true reality? "Secondhand Lions" (the title refers to an old lion that Duvall and Caine buy during the course of the picture) is one of those movies that makes you feel that there are still good people in Hollywood who really want to develop nice family-oriented films that cater to all age groups. Writer/director Tim McCanlies shows real potential here and Osment continues to amaze. He holds his own with legends Caine and Duvall from the word go. Osment, who is the most atypical youngster in Hollywood these days (never selling out to be in junk like "Freddy vs. Jason" or "The Texas Chainsaw Massacre" remake), just keeps on growing and maturing as a performer. His range was amazing in "The Sixth Sense" and he has not lost his gift, instead he has cultivated it further. Definitely not a perfect film, but still a very enjoyable trip to the movies that stands tall during a year of sub-par movies. With all the shortcomings from Hollywood in 2003, the family films have been surprisingly the best productions by far. 4 stars out of 5.

I cannot see how anyone would dis this movie unless they especially disliked a particular actor. I thought the casting was great, right down to the secondhand lion and the pig. The flashbacks were hilarious because as we age, the things we did before become more dramatic and are further enhanced. No one thinks about their past in terms of mediocrity, and this was brought out in the flashback scenes. Osment was a superb cast in this movie because of his unchanging facial expression. He has been burnt out with lies and his mother's constant searching for a husband only to find another loser.His comment to his mother said it all. Here was a kid who had met a lot of "uncles", so here were two more uncles that he was being pawned off on.

Robert Duvall and Michael Caine are the only two actors that come to mind who could pull this off. I plan to add this to my collection and would highly recommend it to anyone who has a ever daydreamed about far off places or dares to dream about what might have been.

Hollywood has gone off the deep end in trying to project a certain political ideology and this has hurt the overall film industry. It is no wonder that when a good movie like this comes out, it is not given a second look and is soon forgotten. It's sad.

I see just about every movie that comes out in the theatre and this was by far, one of the best films of the year. I really enjoyed the story and the interaction with Haley, Robert, and Michael. I'm no prude, but -- it is refreshing to see a movie that doesn't have to rely on language, nudity, violence and sex to be good. After seeing Robert Duval's standout performance in this film and OPEN RANGE (along with his various other films) I can say that he is fast becoming one of my favorite actors next to Robert De Niro. Go see this movie!!

This movie was worth-watching. The characters are well-drawn and sympathetic. Just as young Walter (Haley Joel Osment) gets to know his great uncles (Michael Caine and Robert Duvall), we are introduced to this pair of "Secondhand Lions". Just as Walter learns to trust these two eccentric strangers after a lifetime of lies from his untrustworthy mother, we are allowed to learn the lessons of life in pace with him. There are no plot tricks, just eye-widening revelations as the story unfolds at a satisfying pace.

This is not a small quiet story, however. There is the rumor of a hidden fortune of which, it seems, everyone from relatives to traveling salesmen has heard. There are hints that it was obtained through the uncles' adventures but also that it might be ill-gotten gains. Along with Walter, the audience discovers the truth of the rumor.

There is action, comedy, danger, acts of courage, defiance, and tragedy that is part of human frailty. It's wonderfully accomplished in a way that allows older children to enjoy it with their parents. You have characters with whom you can identify no matter what your stage in life.

The director skillfully weaves the past and the present and still manages to preserve the confirmation of story until the very end. I don't want to say too much about this movie or it will spoil the fun of experiencing/watching it. Don't miss this movie.