Directed by Martha Coolidge

Starring Walter Matthau, Dyan Cannon, Gloria DeHaven, Brent Spiner, Elaine Stritch, Hal Linden, Donald O'Connor & Rue McClanahan

"Out to Sea"

Opened: July 2, 1997 | Rated: PG-13

There's something not quite right about hearing Walter Matthau and Jack Lemmon swear like sailors. Every time one of them uses a four-letter word in "Out to Sea" (it happens just a couple times) it comes as a jolt.

On the other hand, Matthau has this amazing ability to label women as "broads" and be quite charming about it. Call it an entertaining dichotomy.

No matter what kind of language they're using, these two men are funny. Always. Which is why they're making a mint milking this "Grumpy Old Men" thing for all it's worth.

I don't have to tell you what this movie is about beyond saying Matthau signs the bickering geriatric buddies on to a cruise ship as dance hosts so he can meet rich women. Mild-mannered Lemmon thinks they're just taking a cruise until it's too late and he's already on board.

Not unlike revisiting Bob Hope and Bing Crosby's "Road" movies 50 years later, the plot is incidental. Lemmon and Matthau come through with snickers and guffaws as they romance Gloria DeHaven and Dyan Cannon (who, through an incredible exercise regimen, surgery or a deal with the devil, looks half her 60 years in a bikini).

Matthau, with his rubber face and ill-proportioned gait, is what Jim Carrey can only hope to be when he turns 70, and has comic timing that has only sharpened with age.

Coming on to Cannon, he deadpans that he's still waiting for his sexual prime. "When's that?" she asks. Matthau looks at his watch.

"Out to Sea" suffers from distracting inconstancies and enormous gaps in the plot. By no stretch of the imagination is it a comedy classic, but it is a good summer afternoon distraction.

In addition to our heroes talents for wringing laughs from even stoic moviegoers, the movie boast a nicely complimentary supporting cast.

Brent Spiner (Commander Data from "Star Trek") steals scene after scene as the self-important cruise director who dogs Matthau and Lemmon with his insistence that his dance hosts actually dance (Matthau doesn't know how).

Twinkle-toed duties are shared by Hal Linden and Donald O'Connor, who also let fly with the four-letter words (and O'Connor has an all-too-brief tap dance number). Rue McClanahan plays the randy lush who owns the cruise line.

Many of the gags are as old as the players, but director Martha Coolidge knows enough to operate on the principle of "if it ain't broke, don't fix it." It ain't worth $7, but if Lemmon and Matthau are your cup of tea, "Out to Sea" is has everything you're looking for.

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