It's 1960s Texas and single mother Mae (KYRA SEDGWICK) is dropping off her 14-year-old son, Walter (HALEY JOEL OSMENT), to live with his great-uncles, Hub (ROBERT DUVALL) and Garth (MICHAEL CAINE), while she attends court-reporting school. Walter isn't happy about the situation as he's never met the cantankerous duo who've only recently returned to the area after a long absence and reportedly have a great deal of money stashed somewhere on their property.
Mae encourages Walter to find that money, but the lack of a phone or TV makes him question the rumor. Even so, his distant family relatives (MICHAEL O'NEILL & DEIRDRE O'CONNELL) and their three kids repeatedly descend upon the farm like vultures, hoping to get in line for their inheritance.
Although Hub and Garth initially want nothing to do with Walter, they eventually warm up to him, with Garth telling what may be tall tales about their past doings that may be the reason behind Hub's nightly sleepwalking sessions.
As the summer wears on, Walter learns that his mom has lied to him about her whereabouts and activities that include having a new boyfriend, Stan (NICKY KATT). He also hears about young Hub (CHRISTIAN KANE) and young Garth's (KEVIN MICHAEL HABERER) days in Europe following WWI and their encounters with an Arabian princess, Jasmine (EMMANUELLE VAUGIER), and the jealous Sheik (ADAM OZTURK) who repeatedly tried to cause them harm.
With various people informing Walter about his great-uncles and how they came into their supposed vast wealth, he tries to figure out whom to believe and discover the real truth.