Set in the 1950's, soft-spoken 12-year-old Walter (Haley Joel Osment) is left by his self-involved mother, Mae (Kyra Sedgwick), to stay with his two eccentric great-uncles, Hub (Robert Duvall) and Garth (Michael Caine), for a few months. Rumor has it that Hub and Garth have piles of money stashed away somewhere on their propert, and the money-and-man-hungry Mae's goal is for Walter to win the graces of his relatives so that they will leave the cash to them in their wills. Without a telephone or television, Walter has no choice but to spend all his time with Hub and Garth, who mostly live off their Texas land and delight in pulling out rifles on traveling salesmen. In the process, he begins to greatly admire and look up to his uncles, whom he comes to realize serve as more fit and caring parents than his own mother ever has. Meanwhile, Walter is fascinated by the stories Garth tells him of their adventures years before in Africa, where Hub won the heart of a dangerous Sheik's wife-to-be, Jasmine (Emmanuelle Vaugier).

While the storytelling sequences set in Africa do, indeed, reveal themselves at the end to serve a true purpose, they are ineffectively carried out. The love story between Hub and Jasmine is so undernourished that its aftermath holds no weight in the 1950's scenes, while its moments of adventure play like scene rejects from "The Princess Bride" and "Raiders of the Lost Ark." Because they do not work, the viewer is taken out of the immediate plot every time Garth starts to spin one of these tales. Had the coming-of-age story been more involving, this would be a small price to pay. As it is, the Africa scenes only expose Walter's story to be one that is too subjectively clean-cut and aimless.

One never really gets a firm grip while watching "Secondhand Lions" where its rooting interest should lay. The story of Walter and his uncles, while offering up some amiably heartwarming moments (a heart-to-heart between Walter and Hub, and the scenes with an unlikely pet lion spring to mind), is so lightweight that it often threatens to simply drift away. Had writer-director Tim McCanlies zeroed in on exactly who Walter was and the full experiences he had as he came of age, rather than focusing solely on the loopy sincerity of Hub and Garth, the results would have not only been more interesting, but also more truthful to the act of a young boy growing up. Only near the conclusion, when Walter comes into his own and uses the wise lessons his uncles have taught him to finally stand up to his mother, does the film hold any sort of emotional weight.