Directed by Tim McCanlies, starring Robert Duvall, Michael Caine, Haley Joel Osment, Kyra Sedgwick, Nicky Katt, Emmanuelle Vaugier, Christian Kane and Kevin Michael Haberer.

A story of one boy's confused youth, pitted against two grumpy old men's wish to remain forever young, makes for an uncomplicated telling of life's lessons in 'Secondhand Lions'.

Walter (Osment) is a painfully shy 14-year-old, trying to compensate for his mother Mae's (Sedgwick) complete lack of responsibility. Despatching him into the care of his cranky great-uncles Hub (Duvall) and Garth McCaan (Caine), Mae heads off with her latest fancy man. Her son's mission is to befriend the two brothers and hopefully find out where their loot is hidden.

But Walter doesn't want to live on a farm with strangers and Hub and Garth hadn't planned on raising a child in their old age. As one would expect though, the familiarity of everyday existence breathes a certain fondness for each other into their lives, with Hub and Garth reluctantly relishing in the youthful company. And for the first time in his life, Walter is allowed to live freely, doing all the wild things that children should never be allowed to do (keeping a pet lion for one), with his guardians severely lacking in parenting skills.

After initial misgivings have been put aside an exciting series of adventures and reminiscences begin when the inquisitive Walter sets about uncovering the dark past of his great-uncles. The colourful sequences of Walter's imagination and the flashbacks illustrating Garth's lively story-telling produce a spectacle filled with exotic and mystical lands. These sequences, interspersed throughout the film, create an energy that contrasts with the calm world of the Texas farm where the three live.

But don't dismiss this one as merely a jovial kids' film. Duvall and Caine are magnetic, as the kind of relatives that everyone knows, touchingly depicting a stubbornness to accept old age. 'Secondhand Lions' is beautifully acted, with Osment's coming of age making him an entertaining sidekick for his onscreen elders. Duvall, in particular, is inspirational in his down-to-earth portrayal of the madder of the brothers, with Caine's Garth aptly enlivening the story with a streak of compassion, compensating for the gruffness of Hub.

While 'Secondhand Lions' is not the most innovative film on offer, it's a colourful and light-hearted piece of cinema, with classic one-liners and likeable characters. There are worse ways to spend a couple of hours, even if the ending is horribly clichéd.

Linda McGee