Three middle-aged men take off for the beach in search of sex and happiness in this comedy that does not think much, and so it partly is. When the three older men arrive at the sea and surf, sex is not exactly forthcoming because they have lost the knack of picking up women. Enter the local hunk Scotty (Grant Kramer) who brings them up to speed, and, voilà, the men are miraculously able to overcome their obvious flaws and attract the younger women they desire. Even though they are together, the three men are not alike -- Hunter (Gary Wood) is a dedicated lecher and when he gets involved with Scotty's girlfriend Kristie (Teal Roberts), trouble starts to brew. Rounder (Michael Rapaport) is likeable and funny, and Ashby (Sorrells Picard) finally opts out of their joint venture. Most of these characters and their sexual hang-ups and interests and humor soon pale like a tan in winter, long before the last sunset has faded into night.