A classic. This is one of those male bonding movies one tends to cringe at nowadays, but there's no cringing here. Due to the wonderful script, direction and acting by all the principals, this one unfolds like a rose in bloom. Before you know it the movie has you in its grasp and the characters become 3-dimensional and their battles become yours as well. The plot is simple...a teenager is dumped on his great-uncles by his scheming mother who wants the kid to find where the uncles have hidden their fortune. The uncles, played by Michael Caine, sans British accent, and Robert Duvall, work well together as brothers slow to warm to the boy, played by Haley Joel Osment. Eventually the layers peel away and the boy learns about the earlier thrilling adventures of the uncles and begins to see them as role models. But then, are the stories true? Should the boy return to his mother? Should the uncles fight to keep him around? The ending had me in tears. Tears of happiness. A perfect film for the entire family.

The story is set in the early 1960s and begins with Walter (Haley Joel Osment) being dropped off at his very strange great-uncles' home in the middle of no where Texas. The mother is a very irresponsible sort and apparently her taking off without the boy is nothing new. But in this case, she's dropped the boy off with some folks who at first seem ill-equipped to care for a growing boy. The old men (Michael Caine and Robert Duvall) are certainly crusty old characters....who seem to have little fear or common sense. But over time, they form a sweet bond with the boy...and the story is odd, to say the least, but also very satisfying.

This film is quirky beyond belief. But it somehow works due to excellent direction, acting and an overall sweet production with lovely music and cinematography. An odd little film whose strange parts all add up to a lovely family film well worth your time.

Walter (Haley Joel Osment) is left by his gold digging mother Mae (Kyra Sedgwick) with his eccentric great-uncles Garth (Michael Caine) and Hub (Robert Duvall) in rural Texas. She thinks they've hidden a fortune somewhere and hopes they would leave it all to her. Their other relatives come sniffing around and they're not happy at Walter being there. Meanwhile they are hounded by salesmen who are always trying to take advantage of them. Then they buy a secondhand lion to shoot.

HJO is growing older and this is the awkward stage. He doesn't have quite the same cuteness and is much too stiff. I can see this role more fitting him as his younger self. His lack of expressions worked as a child but is a hindrance as he gets older. The story is a gentle memory of a fanciful tale. Writer/director Tim McCanlies isn't bringing anything particularly interesting. It's all left up to the veterans Duvall and Caine. They are able to salvage a little bit but not all of it.