Set in 1960s Texas, two retired adventurers (Michael Caine and Robert Duvall) take up residence on a small farm and plan to live out their last days alone and in peace. But when their great-nephew (Haley Joel Osment) is dropped off one day and ends up moving in, the two eccentric old men and the timid teenager struggle to form a new family. Also with Kyra Sedgwick and Nicky Katt. Directed by Tim McCanlies. [1:51]

SEX/NUDITY 2 - A man and a woman kiss. A man pats a woman on the buttocks. Women in a dance hall dance on stage and swoosh their skirts.

VIOLENCE/GORE 4 - A man fights several men with swords, a man fights many men with swords slashing them and we see them falling to the ground as they are hit, and two men fight off many men (we hear squishing sounds when swords are thrust into people). A battle scene shows men running, guns being fired, and structures in flames. Several people (soliciting salespeople) are shot at by two men with guns. A man and a woman are attacked by armed men in a market and they fight with swords. A man grabs a boy, drags him to a barn, punches him in the stomach, the boy kicks him in the crotch, the man chases the boy, tackles him and slaps him twice in the face. A man grabs a younger man by the throat, his friends pull knives on the man and another man pulls a gun on them; the man fights one young man with a knife, the young man lunges at the man, his arm is twisted and we hear cracking, the other young men fight the man with punches and he throws one over a bar, one onto a table and one onto a car outside. A man is attacked by a lion: we see the man kicking his legs, hear the lion growling, then the lion falls still (apparently the lion died of heart failure) and a boy holds her and grieves; we see the man in bandages later. A man stands over a sleeping man holding two swords to his throat, they fight with swords, and one man cowers at sword point. A boy jumps out of a moving car and rolls, the driver slams on the brakes, and a man in bandages in the car is forced into the windshield. Two men hold guns on a man. We hear that two people died, and we hear that a woman died in childbirth. We hear that a man killed many men, and we hear that assassins were hired to kill a man. We hear that a woman threatened to cut her own throat to avoid an arranged marriage and we see her holding a knife over her head. People talk about a bank robbery and that people were shot. A man is taken in chains to the "dungeon of tortures" and we hear screaming in the distance as he walks through the passageways. A man shoots a fish that flips out of the water and into a net. A man has blood and slashes on his shirt and we see blood on a sword. A lion chases a boy and jumps on him holding him down on the ground, and a group of people with guns threaten to shoot the lion (she was only playing with the boy). Two men fly a plane recklessly, they spin, fly low to the ground, fly under an overpass and we later see the tail of a plane sticking out of the side of a barn. A boy opens a crate and there's a lion inside (she is quite lethargic). A boy's leg is bitten by a dog and other dogs bark and snarl at him. A boy kicks a man in the leg after he grabs him. A woman spanks two boys. Two horses fall and throw their riders into the sea. A man sleepwalks and we see him sword fighting with someone (in his dream) using a toilet plunger. Two men shoot at fish in a pond (we see this a couple of times). A car passes signs along a road with warnings of danger. A boy chews some tobacco and spits it out with disgust.

LANGUAGE 4 - 2 scatological terms, 4 anatomical terms, 26 mild obscenities, 2 religious exclamations, and name calling.

SUBSTANCE USE - People are shown smoking cigarettes, a man chews tobacco and people are shown drinking alcohol.

DISCUSSION TOPICS - Trust, bitterness, abandonment, eccentricity, secret lives, exotic adventures, motherhood, family, courage, virtue, retirement, aging, the French Foreign Legion, arranged marriages, discipline, treasure.

MESSAGE - One can be old but still vibrant, adventurous and exciting and affect other people's lives. Family is what you make of it.