Richard Harris and Robert Duvall star in this low-key /drama concerning a hard-drinking former sea captain (Richard Harris) who befriends a shy retired barber (Robert Duvall). Though their polar-opposite personalities find the relationship slow going at first, roguish Frank (Harris) and gentle Walter (Duvall) soon develop a close friendship as they pass the days with conversation. As death looms near and their pasts seem to evaporate into the air with the passing of each day, the lonely souls find comfort in each other's company until their fragile friendship is shattered. When Frank insults a waitress (Sandra Bullock) with whom Walter harbors a protective friendship, Walter makes the decision to cut his ties with loutish Frank. Forced to reevaluate their friendship, the two lonely souls attempt to find meaning in their lives as their chances for connecting with the outside world grows ever more dim.