We're introduced to Mae (Kyra Sedgwick), a floozy who apparently runs through a bevy of boyfriends in the 1950's only because she has no money to survive on her own. Recalling that her young boy, Walter (Haley Joel Osment), has two bachelor uncles said to be sitting on millions, she hustles the sullen kid off to the Texas ranch hoping that he can learn the location of the loot. Though Walter is shocked that Garth (Michael Caine) and Hub (Robert Duvall) have neither phone nor TV, he settles into what could be the dullest summer of his young life.

Writer-director Tim McCanlies takes us back into our own childhoods which, if we were lucky included Sunday night storytelling sessions by the fire in summer camp, the counselors fascinating us with tales of the Indians and motivating us to plunge into yet another week of so-called tribe war. Walter has no problem accepting the eccentricities of his uncles, having been told what to expect, resulting in his nonchalance at their literally shooting fish out of the water and even buying a "used" old lioness which they had intended to release from his wooden crate and then shoot- as red-blooded Texans really do during hunting season on some of the ranches catering to the rich. Whether he believes their stories of foreign intrigue is irrelevant: after all, as Uncle Garth tells him in a eulogy to fiction-writing, truth is irrelevant as long as you believe.

In one sense, "Secondhand Lions" is the other side of the "Mame" coin. In Jerome Lawrence and Robert E. Lee's play, Mame Dennis is an elegant Beekman Place sophisticate who drinks endless cocktails and lives life as one huge happy party. Young Patrick, who lives with her for a while, feasts on caviar and learns to mix an expert martini. In another sense, Uncles Garth and Hub had allegedly led exotic lives in Morocco, in which Hub rescues a princess from a sheik's harem and Garth saves the newly captured Hub. Is the story believable? We get a strong clue at the conclusion of the film. As for the credibility of the performers, Haley Joel Osment, who is beginning to shows signs of puberty, is ideally cast as a 12-year-old at the age that is still entranced by tales of adventure whether true or not, just before he enters high school and turns into the age of one who is bored by everything. Michael Caine seems more Mayfair than Middle America giving Robert Duvall the most believable casting as a codger, who having really lived is not afraid of death and does not consider big-city living and Ecstasy-driven rave parties the apotheosis of a rich life.

"Secondhand Love" has some sentiment toward its conclusion, but what's wrong with schmaltz? This is one of those features that can be embraced by people of all ages except for high-school kids, who are bored with everything.