Two old men in a Florida town become friends more out of loneliness than compatibility. Ex-sea captain Frank (Richard Harris) is a garrulous teller of tales; Walter (Robert Duvall), a dignified former barber. Frank hopes to bed either the woman he meets at the movies (Piper Laurie) or his flinty landlady (Shirley MacLaine). Walter frequents a café, where he shyly flirts with a young waitress (Sandra Bullock). But it's the bond between the two men that thrives -- until their bitter falling-out.