Son of Rambow" is a kids' story but is more of an adult movie.

The time frame, setting and pop-culture references are intended to connect with grown-ups. Some of the themes that flow through the tale might resonate with younger viewers, but others could seem too alien.

"Son of Rambow" takes place in 1980s England. The central conceit hangs on one of that decade's most influential American action movies, "First Blood." The soundtrack overflows with familiar selections from the British New Wave and techno-pop catalogs. This is a blast from the past with a split personality -- all the better to emphasize its quirkiness.

Will Proudfoot (Bill Milner) is a wisp of a boy, trained to be thoughtful, polite and "good" at the meetings of the Brethren, the religious sect to whom his mother, Mary (Jessica Stevenson), is devoted. Will, whose father is dead, lives with his mom, little sister and out-of-it grandma.

Lee Carter (Will Poulter) is a freckled troublemaker, con artist and bully. Left in the care of his uninterested older brother by his well-to-do absentee parents, Lee constantly seeks his sibling's approval.

The boys meet in the school hallway one day. Will, who's forbidden to view TV and movies, is banished while his class watches a documentary. Lee is waiting to see what punishment he'll get for his latest crime.

Will's niceness and Lee's manipulation launch an unlikely friendship. Through Lee, Will sees his first film, "First Blood," and the imaginative lad turns Lee's sloppy vision for an amateur video contest into a creative marriage of reckless stunts and wish fulfillment. When French exchange student Didier (Jules Sitruk) gets involved, Will and Lee's bond cracks.

Writer-director Garth Jennings has a good beginning in his odd-couple young friends. The impact they have on each other is amusing and sometimes poignant.

The presence of a stifling religious entity could have been interesting but turns out to be a cliché. The subplot with Didier and his idolizers feels trumped up.

What keeps the film afloat is the young duo carrying it. Poulter's portrayal of Lee especially leaps off the screen. If he keeps acting, watch out. The doe-eyed Milner is adorable as Will.

Despite its premise, "Son of Rambow" doesn't convey a passion for filmmaking though it does emphasize the importance of having creative outlets. Even more essential, it asserts, is finding friends who understand you and your dreams.