You could call OUT TO SEA "Grumpy Old Men 3" and no-one would even blink. Here are Walter Matthau and Jack Lemmon together again, getting on each other's nerves and fumbling toward romance in their twilight years. They bop through a predictable plot with routine characterizations, bushels of one-liners and a half-pound of slapstick. And they are just cute enough that you can dismiss most flaws with, "Hey, it's only a movie."

Still... you might want to wait for the video.

Forget John and Max from GRUMPY OLD MEN. This time, Lemmon is Herbie, Matthau is Charlie. Charlie's a gambler and, of course, a debtor. He follows the example of a fellow reprobate and books himself on a cruise with the purpose of wedding a wealthy widow. Naturally, he can't afford the cruise, so he signs on as a dance host -- one of several crew members assigned to twirl unattached ladies across the ballroom. But since Charlie can't dance, he signs his brother-in-law Herbie on as a dance host, too. Herbie won a ballroom trophy or two with his late wife, Charlie's late sister. But does Charlie tell Herbie the real reason he's suddenly invited on a cruise? What do you think.

When Herbie finds out his deluxe accommodations are not and that he would have to work the duration of the cruise or pay the $2500 fare, there's hollering. And there are constant zingers shot between the men. Herbie can't stand Charlie's charlatanism; Charlie can't stand Herbie's perpetual mourning for his wife. Other than that, you couldn't call Charlie and Herbie "grumpy old men."

You *could* call this movie an episode of "The Love Boat." The level of humor and romance are appropriate. Within moments of boarding, Charlie and Herbie encounter the women who will help prove that you can blow past 70 and still land the betty. Gloria DeHaven helps Herbie on this score. She did lots of TV in the 70s, and her film debut was MODERN TIMES in 1936 (a 61-year acting career; wow). While she is believable... and tolerable... Dyan Cannon, who plays Charlie's target, is not. Cannon's aging good looks seem held together by carefully concealed fishing line. She confuses acting with smiling broadly. She occasionally sports the Texas accent her character is supposed to possess. And her laugh drives nails through my ears.

Despite the "Love Boat" style, the presence of the ship's crew is minimal. There's no Gopher, no Doc, no Isaac, no Captain Steubing. But topping them all is Your Cruise Director, Gil Godwin, played by Brent Spiner. The actor known to most folks as Mr. Data on "Star Trek: The Next Generation," does a fantastic job as the stock antagonist charged with keeping Herbie and Charlie in line. He sings, he dances, he needles and harangues. He talks in a British accent that rarely slips. He's great.

Other familiar TV faces swimming about in OUT TO SEA are Edward Mulhare (Devon from "Knight Rider"), Rue McClanahan (Blanche from "The Golden Girls") and Estelle Harris (Estelle Costanza from "Seinfeld").

If Jack Lemmon and Walter Matthau hadn't starred in OUT TO SEA -- well, the movie wouldn't have been made. They have the box office pull, the on-screen chemistry, the individual charm to make this sitcom material work as a feature. Without them, I would have been squirming in my seat watching Charlie sneak around the decks and the dance floor avoiding one party or another. I would have been bored stupid listening to Herbie trade playful insults with the object of his attraction.

OUT TO SEA is really fit for TV, so I can't say it's worth the big screen price. I will say that a lot of people in the theater seemed to enjoy it for what it was. But then none of them paid to get in.

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