I wish everyone had uncles like the ones played by Michael Caine and Robert Duvall in Secondhand Lions. These two eccentric recluses help transform their abandoned 14-year-old nephew, portrayed by Haley Joel Osment, from a youngster who can't smile into a boy with plenty to be happy about. In return, the changed teenager gives both men something to live for. Schmaltzy? Absolutely -- but, in the hands of three exceptional actors, totally entertaining and heartwarming.

Caine is the storytelling uncle; Duvall the action-oriented one. Both start out as complete mysteries to Osment, left in their care by an irresponsible mother (Kyra Sedgwick) who wants him to find out where her relatives have stashed their legendary loot. Were they once bank robbers? Hit men? Members of the French Foreign Legion? Trying to figure out, right along with Osment, what's true and what's fiction concerning the two brothers emerges as half the fun while watching this endearing comedy.

Listening to Caine's tall tales of past adventures in North Africa makes up the other half. Who cares if his Texas drawl falters at times, giving way to a glimmer of that British accent  used so effectively in The Quiet American? Caine is superb here as he recounts feats of derring-do to his nephew. Admiration for his courageous brother shines through every syllable he utters. In his imagination, the fascinated Osment turns these stories into something like the weekly serials so popular in the movies of long ago. During these clever over-the-top visual sequences, I sank into a state of comfortable nostalgia -- sparked by memories of Flash Gordon, a serial I just had to see at our neighborhood theater every weekend when I was a youngster. 

Duvall, portraying a man who's lost the will to live but who can still best a group of hooligans in a fight, captures the essence of the man he portrays with an in-depth performance equal to his brilliant work in Open Range. Although Duvall's character warms up to his nephew later than Caine's does, he's the uncle the boy turns to for advice and guidance. Duvall almost made me cry while giving Osment his famous "what it takes to be a man" speech. "Whether certain things are true or not, it's important to believe in them," Duvall says. His "certain things" list includes the value of honor, virtue, courage, and a belief that true love never dies. Having lost the only woman he ever loved  (Emmanuelle Vaugier), this once daring adventurer still searches for her in his frequent sleepwalking episodes. 

Does Osment hold his own with these two veteran actors? I think so. He may not be the cute little boy we loved and worried about in The Sixth Sense, but he's still a major acting talent. Whether looking desperate after realizing his mother has lied to him or projecting excitement over being allowed to keep an old worn-out lion as a pet, Osment drew me into his world, and I became totally involved in what was happening to him.      

Written and directed with great care and creativity by Tim McCanlies (Iron Giant), Secondhand Lions oozes with rural Texas atmosphere circa the 1960s. A huge rundown farmhouse with a Gothic tower, five dogs of various breeds who watch and listen to everything, an overgrown cornfield, a group of greedy relatives, and a parade of traveling salesmen  all add to the fun. The more I think about it, the more certain  I am that Secondhand Lions will end up on my best-of-year list for 2003. 

(Released by New Line Cinema and rated "PG" for thematic material, language and action violence. Reviewed after sneak preview on September 14.)