"Secondhand Lions" doesn't have to do much to win us over. It's already got Robert Duvall and Michael Caine, two actors who could make just about any material watchable.

The same goes for Haley Joel Osment, who, despite now being saddled with an adolescent voice full of cracks and squeaks, is still one of the better young actors working in movies today.

And this coming-of-age comedy-drama needs all their considerable talents to overcome a rather inconsistent tone (as gentle as it is, the film takes a rather nasty turn near the end). Also, there's an overly musty, almost stale smell to it all; this material has been done to death.

Though "Secondhand Lions" does indeed feature a jungle beast, the title actually refers more to the McCann brothers — tough-talking Hub (Duvall) and the considerably warmer, but still gruff, Garth (Caine) — who have a veritable fortune hidden somewhere on their ramshackle home and farm.

Neither really has any experience with kids, but Walter (Osment), a shy pre-teen, has nonetheless been left with his rather eccentric great-uncles. Walter's irresponsible mother (Kyra Sedgwick) is hoping the boy will use that opportunity to discover the exact whereabouts of the uncles' treasure.

Instead, Walter bonds with the septuagenarians, first learning about their past history and, later, learning to take his first tentative steps into manhood.

Director Tim McCanlies' script is overly sentimental, but overall the film does have some nice moments — such as scenes depicting the pulpy exploits of young Hub, played in flashbacks by Christian Kane.

Much of the film's modest charm can be attributed to Duvall and Caine, who appear to be having a good time here. (This material certainly affords the opportunity for Duvall to be more physical than he's been outside of the occasional Western.) So you can understand why Osment seems to be deferring so often to his elders and why he may be a little in awe of them.

Sharp-eyed viewers may notice that the comic strips drawn by grown-up Walter were actually done by "Bloom County" and "Outland" creator Berkley Breathed.

"Secondhand Lions" is rated PG for violence (gunplay, swordfighting, a scene of violence against a child, some animal violence), as well as scattered use of some mild profanities and vulgar slang terms. Running time: 105 minutes.

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