One of the most baffling releases of the year, Secondhand Lions is a gooey, syrupy mess that somehow attracted the attention of Oscar winners Michael Caine and Robert Duvall. They play curmudgeonly brothers who over the course of a summer teach a shy great-nephew about life--a recipe for potentially toxic schmaltz. Writer-director Tim McCanlies recklessly piles on even more sugary sentiment in the course of the story, until the film is top-heavy with crudely fraudulent 'life-affirming' moments.

An adult Walter (Josh Lucas) starts off by reminiscing about his crazy great-uncles, who disappeared from Texas for 40 years before returning to retire on a remote ranch. Rumors arose that they hid millions somewhere nearby. When he was 14 (played by Haley Joel Osment), Walter's mother Mae (Kyra Sedgwick), a flighty, vacuous blonde, dropped him off to spend the summer with them.

Quiet and introverted because of Mae's excessive promiscuity, Walter is put off at first by his great-uncles. Garth (Caine) and Hub (Duvall) like to sit on their porch in the afternoon, sipping iced tea and emptying their shotguns at passing traveling salesmen.

Breaking into Hub's private trunk, Walter finds a photograph of a mysterious beauty. Garth tells him about Jasmine (Emmanuelle Vaugier), Hub's one true love. The brothers spent World War I in the French Foreign Legion in Morocco. Hub met and fell in love with Jasmine, a princess betrothed to a sheik (Adam Ozturk). Hub's campaign to win Jasmine thrills the impressionable Walter.

Fun arrives in the form of a retired circus lion the brothers have purchased to revive memories of their hunting days in Africa. When the lion refuses to cooperate as prey, Walter decides to keep it as a pet. The lion moves into a nearby cornfield, where it acts as an additional deterrent to salesmen.

Hub recovers from an apparent heart attack by visiting a barbecue shack, where he fights and bests four knife-wielding delinquents. As adventures like this continue, jealous relatives eager to snare the brothers' fortune threaten to send Walter to an orphanage. When Mae returns with Stan (Nicky Katt), a menacing cop, Walter faces tough choices about his future.

Even in a stew of antiseptic hijinks and half-baked aphorisms, Duvall delivers yet another thoughtful, credible performance. Caine, on the other hand, can't quite shake his Cockney accent, or the temptation to magnify every twinkle in his role. Osment's line readings often suggest a naive seven-year-old, not a teenager, but then no one could pull off this kind of artificially uplifting role.

Secondhand Lions corners this season's market on saccharine, overheated folderol. Nevertheless, parents expecting a children's film may be alarmed by the high body count in the extensive flashbacks, to say nothing of suggestions that lions make good pets and blondes poor mothers.

--Daniel Eagan