A pair of grumpy old men hit the high seas in this comedy. Small-time con man Charlie (Walter Matthau) fast-talks his considerably more straight-laced friend Herb (Jack Lemmon) into joining him for a luxury cruise on an ocean liner headed to the Bahamas. Charlie tells Herb that the trip is free and will be a good way to meet rich widows; both parts are true enough, but Herb doesn't know that Charlie has signed them on as dance hosts (hence the free tickets), and Herb isn't sure if he's ready for romance after the recent death of his wife. As the men struggle with the fact that Herb isn't much of a hoofer (and Charlie can't dance at all) under the strict tutelage of cruise director Godwyn (Brent Spiner), Charlie starts sweet-talking beautiful heiress Liz (Dyan Cannon), while Herb finds a soul mate in Vivian (Gloria DeHaven), who lost her husband not long ago. Out to Sea also stars Elaine Stritch, Hal Linden, Rue McClanahan, and Donald O'Connor, who pulled his dancing shoes out of mothballs for his role.