Simple and affecting, Secondhand Lions is a comedic fantasy with a big heart. Despite flaws that are (for the most part) easily overlooked, this film has enough charm and whimsy to capture the attention and imagination of children and parents alike, and arguably represents one of the best live-action family films to enter theaters this year (alongside Holes). It's also a distinct change-of-pace for respected actors Michael Caine and Robert Duvall, who put aside their usual adult fare to star in Tim McCanlies' second feature.

The setup is simple, although the time line is a little confused. Most of the story, shown in flashback, takes place during the 1950s. There are flashbacks-within-flashbacks that transport us to North Africa between the world wars, and short, bookending "modern day" sequences that transpire around 1990. The main tale, set in America's heartland, features teenager Walter (Haley Joel Osment) being abandoned into the care of his two cantankerous uncles, Garth (Michael Caine) and Hub (Robert Duvall), by his mother (Kyra Sedgwick). She is determined to make something of herself, or, failing that, find a rich guy to marry, but she can't do that with a kid in tow. So, even though Garth and Hub are only distant relatives, she never hesitates to impose upon them, and soon a very unhappy boy is stuck with two old codgers who don't own a television or a phone, and whose idea of entertainment is taking pot shots at the door-to-door salesmen who drive up their road seeking to bilk them of some of the enormous sum of money they have stashed away.

Grudgingly, as one would expect from this kind of movie, Walter begins to bond with Garth and Hub. The former tells tales of the latter when he was in his prime - a valiant swashbuckler who defeated enemies by the dozens and won the love of the beautiful Princess Jasmine (Emmanuelle Vaugier). These days, Hub isn't the man he used to be, but he can still be pretty impressive in a fight, such as a barroom brawl in which he handily beats four punks. Then there's the lion who becomes Walter's pet and ends up living in the cornfield in Garth and Hub's yard.

Secondhand Lions never takes itself too seriously - there are moments of irreverent comedy sprinkled throughout - but it isn't so farcical that the characters become meaningless pawns of a jokester screenwriter/director. Quite the opposite, in fact. We come to care deeply about Garth, Hub, and Walter - so much so that the unnecessary epilogue isn't as bothersome as it might otherwise be. While it's true that McCanlies occasionally pokes fun at his characters, he also treats them with respect. Garth and Hub may start out as caricatures, but they quickly develop into much more.

Aspects of Secondhand Lions reminded me of The Princess Bride. Both movies utilize a storytelling device to involve the viewers in episodes of impossible derring-do. Both feature multiple swordfights. And both utilize the motto that "true love never dies." That's not to say that Secondhand Lions is trying to copy Rob Reiner's movie - the context and tone are much different - but there are enough similarities to warrant the comparison. Maybe McCanlies hasn't seen the picture or read William Goldman's book, but I'd be willing to bet that he has, and that The Princess Bride served as a conscious or subconscious inspiration.

The plum role belongs to Robert Duvall as the aging hero whose past is as uncertain as his future. (Was he the great hero of Garth's tales or just a bank robber?) If one occasionally finds memorable performances in unexpected places, this is an example. Set alongside his work in Open Range, Duvall gives persuasive evidence that he is still one of the best working actors. Michael Caine is solid, but his low-key part requires less flamboyance. The weak link is Haley Joel Osment, who is trapped in the awkward stage between cute child and confident adult. He's fine until he's required to show deep emotion, then it becomes painfully evident that he's acting.

The themes of Secondhand Lions will appeal to many parents, since there aren't many movies out there that value faith (human beings need to believe things that may not be true) and true love. Adults will appreciate the light, tongue-in-cheek tone and children will enjoy the action sequences and the coming-of-age perspective. Secondhand Lions isn't groundbreaking or astoundingly original, but it is enjoyable, and that earns it a recommendation. There's nothing secondhand about this movie.