A shy adolescent boy, Walter (Haley Joel Osment), is taken by his greedy mother (Kyra Sedgwick) to spend the summer with his two hard-boiled great-uncles, Hub (Robert Duvall) and Garth (Michael Caine), 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.