Dir: Tim McCanlies. US 2003. 107mins

Any film starring Michael Caine and Robert Duvall as a pair of old codgers can't be all bad, but this family comedy/drama sure tests the audience's tolerance level. Veering between overly broad humour and exaggerated cutesyness, Secondhand Lions lacks any sense of real emotion and completely fails to pull at the old heartstrings. It also contains a painfully awkward performance by a heretofore terrific young actor, Haley Joel Osment. You don't know whether to feel horrified by - or embarrassed for - the poor kid. Given the top-draw talent and the relative lack of new family films in the marketplace, especially for boys, the picture has posted acceptable numbers of $12.1m from 3,013 sites for its opening weekend, but long-term prospects appear dim. Video rentals look more promising.

Osment stars as Walter, an introverted 14-year old whose selfish, none-too-bright and somewhat trampy mother Mae (Sedgwick) drops him off at the rural Texas home of his great-uncles, two men he has never met. It's the 1960s. Brothers Hub and Garth McCann (Duvall and Caine) are gruff, eccentric loners who have neither the desire nor the temperament to take care of a kid, but that doesn't deter Mae one bit and off she goes, leaving three clearly unhappy people in her wake.

The house has no electricity, no TV and no phone. Hub and Garth spend most of their time sitting in rocking chairs on the front porch, loaded shotguns at their feet with which to greet travelling salesmen. A grown nephew and his gold-digging family (the uncles are rumoured to have loads of money stashed away) also earn their enmity.

At first, neither man is friendly but soon Garth softens and befriends Walter, telling the boy wild stories about his and Hub's younger days in the French Foreign Legion. Hub, in particular, led an adventurous life, falling in love with a princess whom he had to rescue from an angry rival. Walter is fascinated by the stories, regardless of whether or not they are true, and his mind opens up to the power of imagination. Needless to say, he changes his uncles' lives and they change his.

The film never gels for a variety of reasons, although Caine is wonderful as the more sympathetic uncle. Flashbacks of Hub and Garth as young swashbucklers have the appropriately exaggerated and cartoon-ish feel of old adventure serials, but the rest of the film is equally broad, whereas it would have benefited from a more naturalistic, heartfelt tone. Almost everything is overdone, especially the musical score, the clownish physical antics of the travelling salesmen, and the mugging in which Osment seems to be unwittingly engaging.

Adolescence can be a tough time for a child actor and Osment, the talented star of The Sixth Sense and the only good thing about Pay It Forward and A.I., is having a particularly precarious one, having lost not only the cuteness of his younger years but also the extraordinary subtlety of his earlier performances. Here he looks and acts like the robot he legitimately played in A.I.

The film is book-ended by scenes of Walter as a grown man, now a successful and apparently happy animator, getting a call that his uncles have died. It's a tried-and-true method of getting into a movie and feels just as generic as it sounds.

Prod cos: David Kirschner Production, Digital Domain Prods
US dist: New Line Cinema
Exec prod: Toby Emmerich, Mark Kaufman, Janis Rothbard Chaskin, Karen Loop, Kevein Cooper
Prod: David Kirschner, Scott Ross, Corey Sienega
Scr: Tim McCanlies
Cinematographer: Jack Green
Prod des: David J. Bomba
Ed: David Moritz
Music: Patrick Doyle
Main cast: Michael Caine, Robert Duvall, Haley Joel Osment, Kyra Sedgwick