Emotional, nostalgic, and altogether enjoyable, Tim McCanlies' Secondhand Lions is that rarest of family films, one that encapsulates a mood that can be appreciated by both young people and their parents.

Filled as it is with references to old Hollywood serials and the type of earnest action dramas that Republic Pictures and RKO (not to mention Douglas Fairbanks) used to make, long, long ago, it's almost a valentine to heroic movies gone by, albeit ones that exist only in the character's imaginations. It mixes that sort of manly bravado with a more modern tale of a young boy more or less abandoned by his mother into the company of two cantankerous Texas uncles while she flits off to parts unknown.

The end result, while sometimes feeling a tad manipulative in its tone - is done in such a way that you don't mind in the least that McCanlies is playing your heartstrings nearly as well as Harpo Marx played an upended Steinway.

McCanlies' previous project was the flawless script for The Iron Giant , for my money the best animated film of at least the past quarter-century. Thanks to lousy marketing, precious few folks saw that magnificent film in the theatres where it should have been seen, but has since taken on cult status on DVD.

Austin native McCanlies' debut feature, Dancer, Texas Pop. 81, was a knowing nod to small-town life, a topic that has become McCanlies' stock in trade; it's echoed both in Giant and here, and few people can grasp the subtle nuances of it better. There are only so many ways to Foley in a cricket chirrup, but all three of the director's films have the laconic, summer-evening feel of American rural life down pat.

Ultimately, though, McCanlies is a whiz of a character writer, and that's at the core of everything he's penned. Set in the early Sixties (just around the time of Joe Dante's equally nostalgic but ultimately noisy Matinee) Secondhand Lions casts Haley Joel Osment as 14-year-old Walter, who finds himself unceremoniously dumped at the dilapidated rural Texas home of his eccentric uncles Garth (Caine) and Hub (Duvall) when his mother (Sedgwick) heads up to Dallas to learn "court reporting."

Despite the rumors that the aging, gun-happy uncles have a fortune buried somewhere on their property, Walter is naturally unhappy about his lot, and Garth and Hub only echo the sentiment, as perpetual bachelors are wont to do when kids turn up unannounced. With mom out of the picture, Walter finds himself sitting on the front porch as his uncles take potshots at traveling salesmen and slowly reveal to the young boy the story of their unique and adventure-laden lives.

McCanlies' film takes its time, placing revelation after revelation like layers peeled from an Arabian Nights-grown onion, and as the film flashes back and forth in time and imagination, it's suffused with a inexorable sense of melancholy. Don't get me wrong, though; while the film has as much to do with the inevitable process of aging as it does with Walter's coming of age, it's not moribund or preachy in style or tone. If anything, Secondhand Lions thrives on the archaic derring-do of films like Joe Johnston's The Rocketeer; it has the same sort of retro vibe, but tempered with a sweeter tone. Oscar-winners Duvall and Caine are both in cranky top form, and Osment, well into puberty by now, is far less strident than you thought he'd be.

It's not perfect - infrequently the comedy and drama rub up against each other too much - but it is the genuine article: a wholly unique family film that can moisten your eyes even while it quickens your pulse.