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.

While the adults seem to enjoy spinning such yarns, it's the youngsters who really seem to enjoy them while trying to figure out whether such tales are true or just tall. Writer/director Tim McCanlies (writer/director of "Dancer, Texas Pop. 81," writer of "The Iron Giant") has set out to capture that special family pastime in "Secondhand Lions," an enjoyable but flawed "dramedy" that features a talented cast but various problems that prevent it from being as good as it might have been, let alone the classic some are proclaiming.

Somewhat akin to "The Princess Bride" (in more ways than one) and other storytelling flicks, the film features such an uncles-nephew pairing along with flashbacks to a previous time that visualizes the tales. As I was initially unaware of that dual storytelling device, such a development caught me off guard.

Unfortunately, it's not a successful one as the story of the two great uncles and their dealings with an Arabian princess and sheik isn't particularly interesting or engaging. While it predictably ties into the main plot including the obligatory contrast of the uncles both young and old, there just isn't much to it.

That is, except for eventually answering the "mystery" surrounding one uncle's bouts with sleepwalking, some money issues and the fate of a woman whose old portrait in photo is discovered (rather conveniently). None of that, however, is terribly successful.

The more intriguing element - primarily based on the cast - involves the nephew - played by Haley Joel Osment ("Artificial Intelligence," "The Sixth Sense") - being forced by his opportunistic floozy mother -- Kyra Sedgwick ("Personal Velocity," "Phenomenon") - to stay with his curmudgeonly great uncles nicely embodied by Robert Duvall ("Open Range," "Gods and Generals") and Michael Caine ("The Quiet American," "Last Orders").

Although some attempts at comedy are present regarding the latter and how they act and react, they're not exactly the second coming of "Grumpy Old Men," but they certainly come from the same mold. While they predictably don't like having the young teen living with them - as he disrupts their daily routine of sitting on the front porch and firing warning shots at traveling salesmen - they obviously eventually warm up to him.

Since all of that's a given, the "mystery" element of the main plotline is how the great-uncles came into so much money that everyone presumes they possess. Had Osment's character been younger than 14, that might have worked rather well as a younger boy's imagination would have run wild with thoughts of bank robbers and mafia hitmen.

As it stands, such outsider hints do little for the story except introduce various supporting characters - played by the likes of Michael O'Neill ("Seabiscuit," "Dreamcatcher"), Deirdre O'Connell ("Dragonfly," "Hearts in Atlantis") and Nicky Katt ("Insomnia," "Rules of Engagement") -- who want to get their hands on that moola.

Although it's not based on a pre-existing novel, the film sure feels like one of those efforts that is, but doesn't work as well as the source material in its native format. Such tall tale material would probably exist better in novel form as everything here feels episodic and occasionally forced, while the jumping back and forth through time ruins the momentum of both storylines.

That said, there are some decent individual moments to be had, mainly involving Duvall and Caine embodying their characters to a T. Since they're so enjoyable to watch - with Caine mostly standing back to let Duvall run with his character - one only wishes their material and the overall film were better.

The same holds true for the performance by Osment. In that awkward transitional age between child and young adult, he can't seem to settle on acting as a kid or teenager. While that would seem to be appropriate for his character that's in the same predicament, it results in some forced and mostly unbelievable acting particularly during the highly emotional scenes.

Supporting work from the likes of Christian Kane ("Just Married," "Life or Something Like It") and Kevin Michael Haberer (making his debut) don't fare much better, while Emmanuelle Vaugier ("40 Days and 40 Nights," TV's "Smallville") and Adam Ozturk ("The Gift," "Live Nude Girls") aren't given enough time or material to make their flashback characters as interesting as they could and should have been.

A step backwards for McCanlies after the far more engaging "The Iron Giant," there's a good film buried somewhere beneath the occasionally sloppy filmmaking, hokeyness and forced sentimentality. Alas, only parts of it ever manage to emerge. With a muzzled roar, "Secondhand Lions" rates as a 4.5 out of 10.