Set in rural Texas, the story begins as young Walter (Haley Joel Osment) is dumped by his irresponsible mother (Kyra Sedgwick) on the doorstep of her eccentric, elderly uncles: Hud (Robert Duvall) and Garth (Michael Caine). These cantankerous codgers have amassed a fortune and no one knows how. Some say they were bank robbers, others say ex-Mafia. Walter's mother wants him to discover where they've stashed their loot, but he's just into survival - and not being sent to an orphanage. In an old trunk, he finds a picture of a lovely, exotic lady - and then there's the lion who takes up residence in the cornfield. Thus begins an emotional journey of discovery that's fully realized by great casting and seamless acting.

Robert Duvall's gruff, quirky Hud has depth and poignancy, while Michael Caine's sly, kindly Garth weaves astounding tales of honor and valor, chivalry and love, recounting their adventures in the French Foreign Legion. Hayley Joel Osment's Walter transforms from shy insecurity to self-confidence, learning the valuable lesson that sometimes it's better to believe in something, whether or not it's actually true. Writer/director Tim McCanlies ("The Iron Giant") crafts a rarity - a fun family film that's bright enough for children and their parents. On the Granger Movie Gauge of 1 to 10, "Secondhand Lions" is a captivating, charming 9. Its sweet sentimentality makes you smile, laugh and cry, as its rousing roar rekindles the youthful spirit in all of us.