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A classic. This is one of those male bonding movies one tends to cringe at nowadays, but there's no cringing here. Due to the wonderful script, direction and acting by all the principals, this one unfolds like a rose in bloom. Before you know it the movie has you in its grasp and the characters become 3-dimensional and their battles become yours as well. The plot is simple...a teenager is dumped on his great-uncles by his scheming mother who wants the kid to find where the uncles have hidden their fortune. The uncles, played by Michael Caine, sans British accent, and Robert Duvall, work well together as brothers slow to warm to the boy, played by Haley Joel Osment. Eventually the layers peel away and the boy learns about the earlier thrilling adventures of the uncles and begins to see them as role models. But then, are the stories true? Should the boy return to his mother? Should the uncles fight to keep him around? The ending had me in tears. Tears of happiness. A perfect film for the entire family.

"Secondhand Lions" is a movie which has achieved excellence. The story line is fast-moving and packed with nuance. Various elements of the plot overlap and blend for a harmonious whole. It is not a series of action scenes played primarily for visual impact, but a compelling story which demands attentive viewing.

Flashback scenes are intentionally cartoonish, so that the audience, like the character of the boy Walter, is left wondering whether the fantastic tales of the old uncles' adventurous youth are really to be believed. Uncle Garth tells the stories, which we see through Walter's imagination. We see in the flashbacks what Walter envisions as he hears the stories, and Walter doesn't have the age and experience to see anything other than the caricatures which appear in the flashback scenes. It's not a photo-accurate rendition, it's what a youngster imagines while listening to oral storytelling. For instance, a twelve-year-old Texan in the 1950s wouldn't have been likely to know what a really angry Sheik would have looked like in the 1920s. These flashbacks, and the ways in which they are depicted, are central to the plot of the movie. Through his storytelling, without realizing it, Uncle Garth nurtures a creative potential in Walter (who will grow up to become a cartoonist).

Christian Kane is a magnificent casting choice as young Uncle Hub (the younger incarnation of Duvall's character), displaying just the right kind of spark for the daring adventurer. Kyra Sedgwick is eerily believable as Walter's shallow and self-absorbed mother. The family of hick relatives is superbly annoying.

Haley Joel Osment delivers a solid portrayal of Walter. Sometimes his voice sounds like that of a boy, sometimes like that of a young man, as would be expected in a male of Walter's age. Sometimes Walter cries like a child, sometimes he displays stoic maturity, as would be expected from a boy who is in the transition of becoming a man. We see Walter unsure of himself in the beginning, but later finding his footing. Not too sugary, not too hard-edged, Haley Joel Osment is ideal for the role. He may be overshadowed by Caine and Duvall, but actually holds his own reasonably well, working between these two living legends.

Michael Caine's accent as Uncle Garth is a perfect portrayal of a Texan who has lived outside Texas for much of his life. Garth is no bumpkin hick, but a man who has traveled the world, and in light of his experiences it would not have been credible to give this character a strong country drawl. Even though, as the plot progresses, we don't know how much of Garth's fantastic storytelling we should believe, there is never a question of whether Garth has ventured outside the Texas borders. (Education and travel tend to have the effect of diminishing regional accents. I have lived in Texas for twenty years, and have known many older native Texans whose diction is much like Garth's.) Michael Caine gives Uncle Garth just the right combination of toughness and tenderness, and treads the fine line of allowing us to see Garth as a trustworthy character regardless of his adventurous stories.

The uncles are very realistic characterizations, and Texas holds many characters like them. The aging uncles had, as young men, gone away to find adventure, and lived on the edge for much of their lives. Then they returned home to retire in a rural Texas setting which they were finding to be just a little too tame, no longer remembering much about Texas country life except for acquiring the obligatory too many dogs. The uncles don't say much to each other because there is no need to say much, they understand each other perfectly. Confronted with age, they seek out reckless behavior, unwilling to sit still and get older, unable to overtly give up on life. Walter's presence suddenly requires them to adapt to new purpose, and to take care of themselves, too, as they are faced with the issue of providing appropriate male role models so that their young nephew might one day become an appropriate man.

Despite the studio's description, this is not a "heartwarming" movie with a happy, fluffy resolution for all concerned. The characters must make choices, and not always easy ones. The valiant tales of adventure don't always conclude with happily-ever-after fairytale endings. It is not purely a comedy, but instead probes the depths of emotion. The adult audience will probably appreciate this movie the most, but it is an appropriate movie for pre-teens as well.

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.

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.

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.