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Verdict: First-rate performances by Robert Duvall and Michael Caine.

By ELEANOR RINGEL GILLESPIE
The Atlanta Journal Constitution.

There's nothing secondhand about the cast of “Secondhand Lions,” which consists of Robert Duvall, Michael Caine and Haley Joel Osment. Among them, they have 13 Oscar nominations and three wins. And the movie itself, though on the treacly side, is genuine in achieving its elegiac tone and audience tears.

Hub (Duvall ) and Garth (Caine) are eccentric bachelors in their 70s, who live in a ramshackle house in the middle of Texas with five dogs and a pig. They pass the time by shooting at unwelcome traveling salesmen and fending off their even more unwelcome relatives. What brings both to the brothers' farm is a rumor that the old codgers have millions stuffed away somewhere. This being the late '50s or early '60s, it's the sort of rumor that connects them with Al Capone or “Bonnie and Clyde”-style bank robberies.

Those rumored millions are also what brings their man-hungry niece, Mae (Kyra Sedgwick, doing a darn good job of channelling Jessica Lange in “Blue Sky”), for a visit, her adolescent son, Walter (Osment) in tow. Mae wants to leave Walter with his great-uncles while she studies to be a court reporter in Fort Worth. Or so she says. As greedy as she is flighty, Mae offers parting advice to Walter is to get his great-uncles to love him, so they'll leave their loot to him in their will. Hub and Garth are hardly eager to have a shy, wimpy teen dropped on their front porch. “We know nothing about kids,” Garth, the more approachable of the pair, tells Walter. “So if you need something, find it yourself.”

“Better yet, do without,” adds Hub.

You don't need to be a trained moviegoing professional to know where this is headed. They'll bring him out of his shell and he'll bring them back to life. Hub and Garth don't fear death or aging, but they do fear being useless, especially after their glory days as young men.

Which we see as a tale told by Garth. At Walter's request, he narrates a “Princess Bride-y” story of two brothers who arrive in Europe on the eve of World War I, are shanghaied into the Foreign Legion and end up in an “Arabian Nights” North Africa, complete with harem girls, prancing stallions and sword fights.

Writer-director Tim McCanlies, who wrote the script for the lovely animated film “The Iron Giant,” treasures his older stars, knowing that about all he has to do is point the camera at them and let 'em rip. The film is mostly a valentine to Duvall. Much as he did with Sean Connery in “The Man Who Would Be King,” Caine graciously plays second-fiddle to Duvall's more flamboyant role. It's Hub who teaches some leather-jacketed jerks a few lessons and it's Hub who has the Great Lost Love whose photo Walter finds in an attic trunk.

They are both marvelous, a pair of aging lions in winter, magnificent in their blustering oddness.

Unfortunately it's a different story with Osment. Yeah, he was terrific seeing dead people in “The Sixth Sense,” but now he's at the same awkward stage that knocked Macaulay Culkin off the screen for several years.

This movie badly needs an innocent, a natural kid to play off Duvall and Caine. And Osment, while he may be a good actor, is anything but innocent and natural. He's always “acting,” which is enormously distracting.

“Secondhand Lions” loses a lot of ground because of Osment, but it's still worth seeing, if only for Caine and Duvall. It's also — hope this isn't the kiss of death — very family-friendly.