FAMILY audiences are unexpectedly spoilt for choice at the moment.

Disney's exquisite computer animated epic Finding Nemo is quite undoubtedly one of the films of the year, and this week we have Holes and now this charming rites-of-passage drama, written and directed by Tim McCanlies.

Secondhand Lions is a fairy-tale adventure full of action and comedy, with a smattering of tearful male bonding.

Introverted 14-year-old Walter (Haley Joel Osment) despairs when his flighty mother (Kyra Sedgwick) reveals he must spend the summer with his two eccentric and doddering great-uncles while she attends court reporting school.

The teenager begs his mother to take her with him, to no avail - she is adamant that he must spend his vacation with wily old coots Garth (Michael Caine) and Hub (Robert Duvall).

Walter's worst fears are soon confirmed by the cool reception to his arrival, and he initially recoils from the old men's seemingly gruff manner and propensity for spinning tall tales.

As the summer wears on, Walter warms to his great-uncles and he begins to see the caring and tenderness behind their cranky exteriors, taking inspiration from Garth and Hub's fanciful yarns to embark on exciting adventures of his own.

In the process, Walter unwittingly reinvigorates his two great-uncles and gives them a reason to keep on living.

Secondhand Lions is a sweet and undemanding slice of adolescent life based on the memoirs of Franz Lidz.

The story unfolds with predictability but McCanlies orchestrates some lovely action and comedy sequences to hold our interest.

Osment, teetering on the precipice between child star and teen beau, radiates an inner sadness and vulnerability.

Duvall and Caine are in rollicking good form, relishing the broad humour of their roles.

The final reel is a tad slushy and shamelessly milks our tears, but somehow you don't really mind. Bless.

Rating: 7/10