An adolescent (Haley Joel Osment) is dumped off with his cranky old uncles (Michael Caine and Robert Duvall) while his slutty mother (Kyra Sedgwick) goes gallivanting off. Someday, we may be grateful to writer and director Tim McCanlies for bringing Osment, Caine and Duvall together in one movie, but what stands out right now is the golden opportunity McCanlies has completely blown. His script is crusty with backwoods whimsy—it’s thicker’n flies on cow flops an’ jest as smelly. Between all the homey little sermons about the things a boy oughta know about bein’ a man, Caine regales Osment with stories of the uncles’ past that play like outtakes from a road-company production of Raiders of the Lost Ark
. Like everything else, the flashbacks play like reheated leftovers, and it’s a waste of three fine actors.