MOVIE REVIEW

Caine, Duvall and Osment are treats, but the attempt to spin a realistic yet fable-like yarn doesn't quite work.

By Kenneth Turan, Times Staff Writer

"Secondhand Lions" is something we want to like more than we can. It's a mild family film with an excellent cast that never develops traction. The kind of idiosyncratic fable it has designs on becoming turns out to be hard to construct even when you've got Michael Caine, Robert Duvall and Haley Joel Osment in your cast.

Caine and Duvall play Garth and Hub McCaan, two cantankerous, long-in-the-tooth brothers who've reappeared in the 1960s after being gone from their rural Texas home for something like 40 years.

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Not only are the brothers back, but it's rumored they've returned with millions, the result of youths misspent as either bank robbers, war criminals or ex-Mafia hit men on the run with cash lifted from Al Capone. The rumors attract traveling salesmen, and the brothers amuse themselves by using these gentlemen for target practice.

These two willful eccentrics happen to be the great-uncles of 14-year-old Walter (Osment), and it is his lot for one particular summer to be summarily deposited with them by his harebrained mother Mae (Kyra Sedgwick).

The brothers, shockingly, are none too pleased at this turn of events. "We're old, damn it, leave us alone," says crusty Hub. "We don't know nothing about kids." But remain Walter does, and who among us can honestly profess surprise that he eventually discovers that his uncles are "not as bad as they seem right at first."

Even though this is inescapably a set-up job, Duvall, as always, is a treat to watch, and Caine as the more caring and accommodating brother and Osment as the serious young nephew scared of his shadow are solid as well. It's also passably amusing to see these newly retired gentlemen try out a variety of hobbies to pass the time (a tired lion they import for sport gives the film its title), but that's where the good news ends.

As the plot develops, the kindly Garth gradually tells Walter about what the brothers were doing for all those years. It's a tall tale, told in extended flashbacks that feature actors Christian Kane and Kevin Haberer as the young Hub and Garth, a saga that involves exotic princesses, ruthless sheiks, even the French Foreign Legion. Could it possibly be true?

What writer-director Tim McCanlies was likely after with all of this was something like the half-realistic/half-fable atmosphere of "Holes." But that kind of delicate tone is much trickier to get right than it may seem, and McCanlies, whose previous credits include the adapted screenplay for "The Iron Giant" and writing and directing the low-budget "Dancer, Texas Pop. 81," has not managed it here.

For one thing, the action of "Secondhand Lions" is so preordained and carries so little emotional weight that the film can't make us believe that something of value is at stake for any of its characters.

"Secondhand Lions" is also not all of a piece. Almost all the film's peripheral characters, from Walter's mother and her boyfriend to a family of grasping relatives, are clichéd in an overly broad, unfunny way that is unpleasant in itself and a marked contrast to the more nuanced performances of the trio of leads.

In a film whose sweetness is overly calculated and whose tongue-in-cheek wackiness too practiced, it only counts for so much that the intended message — the importance of role models, even if they're eccentric — is valuable. A production can't fall back on dog reaction shots too many times without going to the dogs itself.

'Secondhand Lions'

MPAA rating: PG for thematic material, language and action violence

Times guidelines: More mild than anything else

Michael Caine ... Garth
Robert Duvall ... Hub
Haley Joel Osment ... Walter
Kyra Sedgwick ... Mae
Nicky Katt ... Stan

A David Kirshner Production in association with Digital Domain Productions, released by New Line Cinema. Director Tim McCanlies. Producers David Kirschner, Scott Ross, Corey Sienega. Executive producers Toby Emmerich, Mark Kaufman, Janis Rothbard Chaskin, Karen Loop, Kevin Cooper. Screenplay Tim McCanlies. Cinematographer Jack Green. Editor David Moritz. Costumes Gary Jones. Music Patrick Doyle. Production design David J. Bomba. Art director John R. Jensen. Set decorator James Ferrell. Running time: 1 hour, 47 minutes.

In general release.