|Michael Caine||Garth McCann|
|Robert Duvall||Hub McCann|
|Haley Joel Osment||Walter|
|Christian Kane||Young Hub McCann|
A shy adolescent boy, Walter, is taken by his greedy mother to spend the summer with his two hard-boiled great-uncles, Hub and Garth, who are rumored to possess a great fortune. At first, the two old men, both set in their ways, find Walter's presence a nuisance, but they eventually warm up to the boy and regale him with tall tales from their past. In return, Walter helps reawaken their youthful spirit.