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13 year old Walter has had a hard life, with his no good floozy of a mother getting together with many equally despicable men. Before going on yet another husband-hunting trip, she drops him off at the house of his great-uncles Hub and Garth. They disappeared for quite a while in their youth, and are rumored to have acquired a great fortune, which Walter’s mother hopes to get her hands on if he can ingratiate himself enough to the two cantankerous men. Though reluctant to put up with him at first, Hub and Garth grow to accept Walter, and even tell him fantastic stories of what they were up to while they went missing. When his mother returns, Walter must take charge of his own life, and decide what he’s going to do with it.

This is a gentle, innocent film about the reflections of an aging man (David Morse), who returns to his home town after the death of his best friend. Memories of life at age 11 floods back as it was a magical time that changed his life. Three 11 year old children (Anton Yelchin as Bobby, Mika Boorem as Carol, and Will Rothaar as Sully) share their lives. Carol & Bobby have a special affection for one another including sharing a kiss “by which all others will be measured”. Bobby lives with his mother (Hope Davis), a bitter, vain woman who looks for pleasures for herself without sharing much with her son. Into their lives comes a mysterious new boarder (Anthony Hopkins), who befriends the boy but generates distrust from the mother. As time passes, the man and boy share confidences and special powers are revealed. The man warns the boy to be on the lookout for the “lowmen”, who were seeking him. The two share a summer’s adventures and come to love one another before the inevitable happens. A confrontation with a school bully (Timothy Reifsnyder) also changes everyone.