It tells the story of an introverted young boy (Haley Joel Osment) who is sent to live with his eccentric great uncles (Robert Duvall and Michael Caine) on a farm in Texas.

In 1962, 14-year-old Walter's irresponsible mother, Mae, sends him to live for the summer on the ramshackle Texas farm of his reclusive, bachelor great uncles, Hub and Garth.

Garth tells Walter the story of their past in the French Foreign Legion, during which Hub married an Arab princess named Jasmine, who was promised to a powerful sheik.

On another night, Mae arrives with her latest boyfriend, a supposed private investigator named Stan; he claims Hub, Garth, and Jasmine were bank robbers and demanded the money's location.

The old lioness emerges from the cornfield and attacks Stan; awakened by the noise, Hub and Garth find that the animal has died of heart failure defending her “cub.” The next day, Walter leaves with his mother.

While Hub and Garth are delighted to see him back, Walter insists changes must be made: His uncles must involve themselves in his education and live carefully, as he wants them to die of old age.

A helicopter bearing the logo Western Sahara Petroleum touches down near the farm, and a man steps out with his young son, explaining that he heard about Hub and Garth's deaths on the radio.