Not quite like anything else released so far this year, Secondhand Lions is a multi-genre offering with an excellent cast, high production values and a writer-director (Tim McCanlies) who knows where he wants to take us. Some reviewers are saying that McCanlies doesn't quite succeed. I think he does. Somewhere in Texas, approximately 1960, young Walter (Haley Joel Osment) is dropped off by his irresponsible, poor-self-image mother Mae (Kyra Sedgwick) at the home of his two eccentric great-uncles, Hub (Robert Duvall) and Garth (Michael Caine).

The men aren't too hot on the idea; Walter will get in their way, be a nuisance, interrupt their daily routine of fishing in their pond and driving off traveling salesmen (both those activities are usually performed with shotguns). But somehow, Mae talks them into it. Mae is killing two birds with one stone here. She's getting rid of her kid so she can go to Vegas and have a summer fling (she falsely tells Walter that she's going to be in Court Reporting school in Fort Worth), and she also has hopes that Walter can find and steal the great-uncles reputed hidden stash of riches, or else get on their good side and stand to inherit some of it. It seems that everyone who's heard rumors about the treasure has a plan to get a piece of the action; this is hers. As time passes, Hub and Garth both warm up to Walter and would like him to stay on indefinitely. Walter, initially very shy and somewhat scared of these strange old men, has grown to love them as well. Of course, Mae returns about that time and wants Walter back (sort of a male version of Heidi).

The story is punctuated with flashback-illustrated accounts of the uncles swashbuckling adventures in North Africa. Are the Africa stories true, or just tall tales? Does the treasure exist? And if so, was it won fair and square from a Sheik, or was it stolen from Al Capone? Were kept guessing on these questions for a long time. Actually, the film opens and closes with near-present-day sequences of an adult Walter. The rest of the film is flashback. So the North Africa material with young Hub (Christian Kane) and young Garth (Kevin Michael Haberer) is flashback-within-flashback. The uncles use profanity about 30 times (mostly d* and h*, with a few other words and colorful phrases). While teaching some young punks a lesson, Hub says something about the punks leader suckling at his mothers breast (but of course that's not the way he says it). Sensual content: Garth starts to tell Walter a long-ago story about himself and Hub and twin girls, but thinks better of it. When Mae first appears at the uncle's home, they don't recognize her and Hub asks Garth if he sent for a hooker. Later, someone refers to Mae as a loose widow woman. Mae's new loser boyfriend playfully slaps her on the rear. A past relationship between young Hub and a desert princess is shown as love at first sight, but treated wholesomely.

The violence is all done with a light, not-quite-realistic touch, to make it more acceptable for family viewing. The gunfights and swordplay in the North Africa sequences look like something out of Indiana Jones or The Mummy; many people are killed or wounded; but they're nameless, undeveloped characters and there's little or no blood. The violence in the 1960s sequences is non-lethal; its done with more realism than the flashbacks, but still somewhat tongue-in-cheek. There's an extended fistfight; violence against Walter by Mae's loser boyfriend; and a person mauled (mostly off-camera) by a lion. There's some use of alcohol, but no drunkenness (except when young Hub and young Garth are given drugged drinks and Shanghaied into the French Foreign Legion). Hub and Garth use chewing tobacco and give some to Walter, who immediately hocks it out.

Oscar winners Duvall and Caine handle their roles with ease. Oscar nominee Osment is near-perfect as well. Sedgwick, whose work I've admired ever since I saw her in Born on the Fourth of July playing a girl-next-door highschooler morphing into an antiwar activist in college, is overqualified for her role too. There's no bad acting here, just a subtle shift in styles as the director switches between comedy and dramatic moods. The most important theme in this film is the concept of older men passing on to the next generation by words and by example the message of what it means to be a real man. Though they have their faults, Hub and Garth are courageous and honorable men who have lived life to the fullest. Walter, whose father is dead and whose mother is a pathological liar, is at the awkward age where his adult self-image is being formed; he desperately needs positive male role models. Hub and Garth are beginning to feel old and useless; the help and guidance they give to Walter benefits them as much as it does him.

Many men have neglected or abused their roles in the family and in society. As a consequence, some feminist groups deny that men even have a proper role. Movies with sisterhood themes are typically about helpfulness and networking, while those with brotherhood themes tend to be about gangs or secret societies. Secondhand Lions is a breath of fresh air. I recommend it for teens and up. Suitability for preteens depends on what else they're used to watching. Despite any content drawbacks, the central message is a very worthwhile one.