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stars Peter Falk as septuagenarian James "Pop-Up" Morse, who, though warm and indulgent toward his 11-year-old grandson Chris (Josh Hutcherson), has always been a bit aloof and distant when it comes to his own son (and Chris' father) John (Timothy Daly). As a result, John has become a bitter, uptight, super-pragmatic adult, rigidly rejecting the colorful tall tales that Pop-Up enjoys spinning for Chris.