Secondhand Lions (2003) ***1/2

Written and directed by Tim McCanlies. Photography, Jack N. Green. Editing, David Moritz. Production design, David J. Bomba. Music, Patrick Doyle. production designer, David J. Bomba. Producers, David Kirschner, Scott Ross, Corey Sienega. Cast: Michael Caine (Garth McCann), Robert Duvall (Hub McCann), Haley Joel Osment (Walter), Kyra Sedgwick (Mae), Christian Kane (Young Hub), Kevin Haberer (Young Garth), Emmanuelle Vaugier (Jasmine), Adam Ozturk (The Sheik), et al. A New Line Cinema release. 107 minutes. PG.

Many cinematographic crimes have been perpetrated in the name of fantasy. But then some gems have been made, too. Like "Secondhand Lions," a charming combination of two oddball oldsters and a growing-up boy. It is all the more remarkable as its writer-director--no household name--is 50 years old and had previously made just one feature movie, "Dancer, Texas Pop. 81."

Young Walter (Osment) is being driven by his ditzy mom Mae (a single mother? A widow? Played by Sedgwick) in Texas, in the 1950's or so. Her destination is Fort Worth where she can learn cosmetology, or so she says. She dumps the boy in the middle of nowhere, at the home of the youngster's great-uncles, the brothers McCann. (Compare the name to that of the film's maker.)

The old fellows Garth (Caine) and Hub (Duvall) are odd fellows. Their house is ramshackle, the duo's companions are five dogs and one pig who thinks he is a dog. The oldsters are major eccentrics. Somehow there's a rumor that they are rich -not that their presumed wealth is obvious. What they do mostly is to sit on their dilapidated porch, with guns and cold drinks, and whenever a sales person drives up, volleys of shots pronto get rid of the intruders. (Food for thought here.)

Eccentricity is a wonderful thing, both in real life and in movies. Our British cousins seem to appreciate it more than any other people. Young Walter rapidly seems to accept it. In discreet ways, the two men and the kid bond.

As in a fairy-tale, Garth, the more talkative uncle, relates the old guys past to the curious boy in-between funny, low-key episodes. This leads to a film-within-a-film, with episodes that are like colorful Hollywood fantasies. Back in 1914, the two men had gone to the port Marseille (France) as a starter for their exploration of Europe. But right away their visit coincides with the start of World War I. Somehow, the Americans are shanghaied to North Africa and find themselves in the Foreign Legion. There follow situations of extreme action, Hub's fascination with and love-at-first-sight for Jasmine, a gorgeous princess whom a powerful sheik is about to marry. Then come duels, escapes, splendid swordmanship, bags of gold and a great deal of super-colorfulness.

It is like a blend of Rudolph Valentino (in whose "The Son of the Sheik" the love interest was called Jasmine,) swashbucklers, "The Road to Morocco" with Bing Crosby, Bob Hope and Dorothy Lamour, and other pictures - yet it has plenty of its own originality. It even has an Orson Welles "Rosebud" element as its departure point is Walter's discovery of a picture of Jasmine.

In classic Hollywood style, in the action scenes Hub is never fazed by near-impossibilities. His decisions are lightning quick. And as a tale-teller Garth is wonderfully gifted. The whole thing is a charming, loving parody of older movies, plus a generous dosage of new inventions.

But wait. That's not all. The movie is enhanced by funny agricultural scenes (of corn that is not corny), by a loveable female lion (feline lovers, rejoice!), by a giraffe, by visits from relatives who want to inherit the brothers' mysterious wealth, by suspicions that the old guys' fortune came from bank heists, etc. etc. Also by Hub taking on a group of bellicose young men who get the trashing of their lives - followed by warm, friendly advice. (This also makes the prowess in Africa more believable.) There's something for everybody in this work, and it is all welcome.

I can hardly think of performers as good and as charming as Caine and Duvall, here and elsewhere. They make the far younger actors of today's cinema look monotonous, anonymous, faceless, characterless and dull. Clever touches abound. Sentimentality too, but not blatant, clichéed, or heavy-footed. I urge the audiences-to-be not to read reviews that detail the episodes, so that the pleasures of discoveries may remain pristine.