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Secondhand Lions

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Haley Joel Osment plays a tween left in the care of eccentric uncles Michael Caine, center, and Robert Duvall in "Secondhand Lions."

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Saddled with a flighty mother (Kyra Sedgwick) with lousy taste in men, young Walter (Haley Joel Osment) is thrust into the unwilling arms of two crusty great-uncles, Hub (Robert Duvall) and Garth (Michael Caine). The welcome mat to their retreat consists of increasingly apocalyptic signs warning of explosives, rabid dogs and nuclear radioactivity and exhorting all would-be visitors, "Turn Back Now."

When Walter arrives, a wild pack of mismatched dogs and an overeager pig swarm him, and he becomes disconcerted by his uncles' idea of a good time -- shooting at traveling salesmen drawn by tales of their great wealth. But soon enough, Walter (in the absence of a television set) becomes fascinated by the pair.

Hub and Garth's vast fortune is alternately rumored to come from bank robberies, Mafia funds stolen from Al Capone or, according to the uncles themselves, gold tricked from an evil sheik. Caine and Duvall delightfully knock off their lines with the syncopated brio of a first-class vaudeville team.

Caine spins improbable yarns of the duo's exploits in Africa, accompanied by dazzling snatches of scimitar-wielding derring-do enacted by Christian Kane and Kevin Michael Haberer as younger versions of Hub and Garth, with Hub cast in the heroic role while Garth, as sidekick, furnishes ironic asides. Hub's adventures soon mutate into a love story that still haunts Duvall as an old man, and Walt wants nothing more than to solve the puzzle of what happened to his lady fair, the Princess Jasmine.

These brightly colored, rapid forays into bygone times, with their rows of uniformed legionnaires and endless supplies of black-swathed assassins, are unlikely to impress a post-"Matrix" generation, but the flashbacks contrast well, in Jack Green's lensing of David Bomba's production design, with the homey, weathered look of the uncles' farm in Texas, a Gothic, ramshackle folly amid peaceful greenery and rippling water. Prologue and epilogue, set in the '90s, recount the further exploits of the two indomitable old men.

Osment, at that tricky pre-pubescent transitional age from child star to juve, mostly stays a cipher, the haunted emptiness that served him well in "The Sixth Sense" and "A.I. Artificial Intelligence" never fully translating into the "scared, life-scarred kid who must learn to trust." Part of the problem stems from a lack of visual support. Alone in a strange dark place with just a hurricane lamp for light, Osment's fear can register solely on his face -- there are no flickering lights on staircases or spooky shadows in corners.

In a 180-degree departure from his excellent script for the animated "Iron Giant," McCanlies here shows a tendency to resolve conflict too quickly, sabotaging the sense of childhood terror he is striving to create. Even artfully timed gags meant to defuse tension appear corny when that tension barely has a chance to build.

But McCanlies has no problems with childhood's small epiphanies, most of a gently farcical persuasion: the fun of planting rows of different vegetables that all turn out to be corn; the thrill of a fight between Hub and a switchblade-waving quartet of teens that the unarmed old warrior wins, hands down.

Tech credits, especially Green's photography, are top-notch, though Patrick Doyle's sweetly imperialistic score is an acquired taste. Lovely end credits animated over "Calvin and Hobbes"-type comic strip panels are supposedly drawn by now-adult cartoonist Walter.

Camera (Deluxe color, widescreen), Jack N. Green; editor, David Moritz; music, Patrick Doyle; production designer, David J. Bomba; art director, John R. Jensen; set decorator, James Edward Ferrell Jr.; costume designer, Gary Jones; sound (Dolby Digital SDDS), Scott Wolf; casting, Ed Johnston, Emily Schweber. Reviewed at the Disney Screening Room, New York, Sept. 10, 2003. Running time: 109 MIN.