(CNN) -- "Secondhand Lions" is an uneven but ultimately satisfying tale, due in large part to the amazing talents of Michael Caine, Robert Duvall and Haley Joel Osment.

Kyra Sedgwick plays Mae, a well-meaning but ultimately thoughtless woman who one summer in the early 1960s unceremoniously dumps her son Walter (Osment) at his great-uncles' dusty Texas ranch.

The highly eccentric old-timers, Hub (Duvall) and Garth (Caine) MaCaan, wile away their days shooting at traveling salesmen lured to the ranch by rumors of the men's great wealth.

Rumors abound as to how the men obtained their money, with speculation ranging from bank robbery to Mafia hit men. Mae tells Walter to find the money, then heads off to what she says is court-reporting school, leaving the 14-year-old to cope on his own with two old men he's never seen before in his life.
Hub and Garth feel they've outlived their usefulness and are just hanging around the old homestead waiting to die. The young boy feels rejected by his mother, who never keeps her promises to him.

Exotic tales fire imagination

Little by little, the cranky old coots and the lost boy reach out to each other and begin to bond. Garth starts to spin amazing tales of his and Hub's days in the French Foreign Legion in North Africa and about Hub's lost love, a beautiful Arabian princess. The stories are told in flashback and are shot in the style of old '40s and '50s serials.

The exotic tales electrify Walter's imagination. When he asks if the stories are true, Hub tells him, "Sometimes the things that may or may not be true are the things a man needs to believe in the most."

In reality, Hub is telling him that some "true things" such as money and power aren't as important as honor and valor and holding yourself up to a higher standard.

The two teach Walter how to be a man, and he teaches them how to take a second chance at life. Unwittingly, the old men and the young boy provide each other with what they sought the most -- to feel wanted and needed.

Director draws on Texas roots

Writer-director Tim McCanlies (screenwriter for "The Iron Giant," 1999) is a fifth-generation Texan, and that background shows in this lovingly shot drama that captures the feel of Central Texas from a bygone era.

Unfortunately, the cutting between the men's early years and the main story is somewhat jarring. But whenever Caine, Duvall or Osment is on-screen, the movie flows like warm butter.

Watching Caine and Duvall at work is a true pleasure. These two pros are still at the top of their game, and their performances are picture-perfect.

At 15, Haley is starting to play more mature roles. The challenge will be finding them as he approaches adulthood while avoiding a Macaulay Culkin-type burnout.

In an overcrowded sea of Oscar wannabes and high-budgeted productions, this film offers an alternative: a movie the whole family can enjoy.