CAST KEEPS 'SECONDHAND' NEW.

Byline: Bob Strauss Film Critic

TIM MCCANLIES' screenplay for ``Secondhand Lions'' is one of those that sat on some ``Best 10 Unproduced'' list for a number of years.

Now that the thing has finally hit the screen, ``Secondhand Lions'' proves a sweet, slightly eccentric tale of a troubled kid's coming-of-age and two old codgers finding renewed purpose in lives they thought were all but finished.

It's basically innocuous, more or less predictable and mildly diverting. And if it didn't star Michael Caine, Robert Duvall and Haley Joel Osment, it would probably be insufferable.

Set mostly in the early 1960s, I think (modern-day framing sequences should have had an older actor play the adult Osment character), it's a sentimental tale about a fatherless adolescent, Walter, who is dumped without warning by his floozy mom (Kyra Sedgwick) at the Texas farm of bachelor great-uncles he didn't know he had.

She heads off for Nevada, and worrywart Walter just doesn't know what to make of the cranky, tight-lipped Hub (Duvall) and Garth (Caine) McCann. The guys don't like to do much more than feed their pack of mismatched mutts and sit on the porch of their musty house, from which they occasionally take potshots at traveling salesmen stupid enough to drive in from the main road.

Inevitably, though, Walter brings the nurturing instinct out of the old fellas, and they teach him a thing or 20 about being a man. Everyone comes to whimsical life, too, as the McCanns - who are rumored to be hoarding a fortune long ago gained by nefarious means in some faraway part of the world - start ordering all kinds of weird stuff to keep the kid (and themselves) amused. This includes an expanded menagerie, including the symbolically decrepit lioness the title refers to.

The best amusement to be had through this Lone Star summer's long, isolated nights are the stories Garth tells about far-fetched adventures the two uncles had as young men in Africa. McCanlies shoots these Indiana Jones recollections in a hyper-storybook style that nicely evokes how a boy of the time would envision such romantic adventures.

Caine and Duvall's easy familiarity is a marvel of effortless-looking precision acting. And Osment is maturing intelligently and without affectation. All three locate clean caches of authentic behavior in material that doesn't really have any such stuff to offer but would rather go for the cute, easy ``awwww'' response at every turn.

They give genuine performances in a movie built on secondhand ideas.

Bob Strauss, [phone]

bob.strauss(at)dailynews.com

SECONDHAND LIONS - One and one half stars

(PG: violence, children in jeopardy)

Starring: Michael Caine, Robert Duvall, Haley Joel Osment, Kyra Sedgwick, Nicky Katt.

Director: Tim McCanlies.

Running time: 1 hr. 47 min.

Playing: Citywide.

In a nutshell: Nostalgic nonsense about a troubled adolescent who learns good life lessons from his crusty, mysterious great uncles.