Secondhand Lions features three of the best actors in business and leaves viewers with a warm fuzzy feeling. Curiously the film quickly fades from memory like one of those disposable DVDs.  The film features some gorgeous cinematography from Jack N. Green (Unforgiven) and a script by its director Tim McCanlies, who wrote the charmingly clever animated adaptation of The Iron Giant. Because it never quite reaches its enormous potential, Secondhand Lions feels like a disappointment even though there's much to praise.

The idea of casting Sir Michael Caine and the All-American Robert Duvall as eccentric brothers named Garth and Hub seems a bit of a stretch, but the two do have nicely complementary acting styles. Both are low-key performers who can do more with a shrug or a glance than most other performers do with volumes of dialogue.

Their characters are two reclusive fellows that all of people in the nearby Texas town talk about but none really know. The only thing anyone seems to ascertain about them is that they're rich. Blindly hopeful salesmen ignore their copious warning signs only to find their cars riddled with bullets courtesy of the privacy-loving siblings.

Their lead-enforced solitude is broken when their Machiavellian niece Mae (Kyra Sedgwick) unloads her reluctant son Walter (Haley Joel Osment) on them. Before they can refuse, she skips town and even leaves the lad a phony forwarding address, sticking them with him indefinitely.

Despite their odd habits (the two don't own a TV, and Hub sleepwalks), they quickly take to Walter because he's their only relative who isn't after their money. Garth even lets the lad in on their adventurous past. Walter isn't sure how much to believe, but it makes more sense than the rumors he's heard from the folks in town. These flashbacks are shot in a cartoonish manner that matches the way a kid like Walter would imagine them. The film's humor generally works. One scene that seems to stick in the mind: when a lion Garth and Hub have bought for an attempted safari proves to be an indifferent prey, so the three make it a pet.

McAnlies loads the film with a gooey sentimentality that quickly gets old. The heavy-handed manipulation is particularly unwelcome toward the end, although Caine's light touch helps. He seems to get more interesting with age, finding subtle flourishes that make a simple reaction shot mesmerizing. Because his own Cockney drawl is so familiar, Caine's reasonably convincing Texas accent takes some getting used to. Duvall expectedly has an easier time in that department and makes the most of his showier role.

With such intimidating company, Osment holds his own nicely. Despite his impressive track record, it's still astonishing how this young guy can convey complicated emotions so effortlessly.