Otto Tausig plays Max Kohn, a professor and declining writer who, now in his seventies, finds his sexual abilities waning, and he also gets dwindling audiences for the lectures that are booked. On a train, Max contemplates his life and daydreams about various erotic adventures.

Senior men in an audience will find an ally in him. Max is not particularly good looking and his age shows. Yet he is able to attract women—at least in his reveries. At home he is harangued by his wife Reisel, played by Rhea Perlman. She knows he cheats on her and tries to catch him. Caroline Aaron is Rachel, a woman at a resort who has an eye for Max.

Barbara Hershey plays Rosalie, a former student whom he meets on a lecture assignment. She is still attractive and wants to get him into bed. He also encounters Ethel, a widow, portrayed by Tovah Feldshuh, who throws herself at him. But things are not so simple and he is in for a shock.

There is a handicapped Cuban housekeeper in a motel, played by Elizabeth Peña, and she is intent on seducing him, but emotional baggage that she carries clashes with his responses.