14-year-old Walter is left with his two eccentric great-uncles on their rural Texas farm by his flighty mother. Neighbours think the crazy old men have a secret fortune stashed away, amassed while they were young bank robbers, mafia hitmen or wartime criminals.
Gruff old geezers Caine and Duvall paired on screen would be worth the price of admission even if they were just reading the Yellow Pages, so throwing in a decent family-friendly storyline and the wide-eyed talents of Haley Joel Osment (voice deeper but face as boyishly expressive as when we met him in The Sixth Sense) is just like getting a free bucket of popcorn as well.
Writer/director Tim McCanlies delivers a film about the relatives every young boy wishes they had growing up but you only ever see in movies - uncles who are wacky enough to fire potshots at travelling salesman who pass by hoping to relieve them of some of their rumoured cash, and who tell stories of an Indiana Jones-style past that may be a figment of their ageing imaginations.
It's all sepia-tinted nonsense of course, but put together by McCanlies in a warm, nostalgic way that will have even the hardest of hearts reaching for the tissues.
As sweetly sentimental as a Werther's Original advert, Secondhand Lions could have been strangled by its warmth and fuzziness were it not for three skilled performances from Duvall, Caine and Osment.