For our screening, they bussed in a load of seniors from a local retirement home, but everyone, young and old, in the audience laughed right along with old pros Matthau and Lemmon. Still, I would be remise if I did not admit that the show will be better received by the older folks than the younger ones. For those of us who can appreciate angst-filled Gen X movies, action thrillers, and chick flicks, surely we can enjoy the humor from a couple of film veterans in their 70s. As the ending credits rolled (complete with sweet dance numbers followed by some hilarious out-takes), my wife and I gave each other a I-can't-believe-the-show-was-actually-funny look.

Ever conniving gambler Walter has conned Jack into joining him on a "free" cruise. Once on board, Jack realizes that to get their tiny cabins, Walter has signed them up as dance hosts.

Walter spends his time on the ship avoiding dancing through various ruses while ogling the passengers. ("Did you see the chassis on that broad? I bet she's worth a fortune.")

At this point in the show, I sat there smugly confident that my prediction of bomb would be right. Then a strange thing begin to happen. As I watched the actors, their genuineness begin to take hold. A bit hunched over, they had charisma and style, and they crafted characters that were compelling even if sometimes too outlandish.

Brent Spiner (Lt. Cmdr. Data from STAR TREK: FIRST CONTACT) plays prissy Gil Godwyn, the CD (Cruise Director), who is "a bit of a Nazi." He demands obedience from his dance hosts and thus is constantly at odds with Charlie.

Lemon plays his part seriously. Herb is filled with absolute terror at the idea of dancing with a horde of spinsters and widows. As they descend on the poor hosts at the first dance of the cruise, he reflects, "It's just like the beach at Normandy."

Surprisingly, the best part of the picture is a realistic romance between Charlie and a gold digger named Liz LaBreche played with infectious fun by Dyan Cannon. Cannon, who is just a few months shy of 60, looks extremely sexy and 20 to 25 years younger. Cannon is a two time Oscar nominee whom I had not thought about in years. With her lively performance in the film, she holds her own against the two bigger stars.

Liz shares her large stateroom with her tough talking mom, Mrs. Carruthers (Rue McClanahan), who sounds like she eats nails for breakfast and who looks a few years younger than Charlie. "I saw the way you were looking at my daughter's breasts," Liz warns Charlie. Without missing a beat, he shoots back, "I used to a cardiologist."

Lonely Herb provides the show with poignancy. He was married for 47 years, and his dead wife still has his heart. He shocks himself by falling head over heels in love with a passenger named Vivian (Gloria DeHaven) and she with him until a misunderstanding comes between them. Charlie advises his old buddy not to give up. ("No such thing as too late. That's why they invented death.")

Audience reactions can sometimes add to the movie-going experience. So it was at our screening. When Herb planted a big (closed mouth) kiss on Vivian, our audience went "oooh" almost in unison, with the younger ones making the loudest sounds. It was as if there were subliminal clue cards flickering on the screen.

Soon after Charlie and Herb first board the ship, cruise host Jonathan (Donald O'Connor) asks them if they have any questions. "Yea, I have a question," Herb blurts out. "How do you get off this ship?" You may feel the same way in the beginning, but stay aboard and get your sea legs. You'll meet some new friends and have some good laughs with them. Certainly not the best cruise of your cinematic life, but a pleasurable one nevertheless.

OUT TO SEA runs about 1:45. It is rated PG-13 for a little mild language and some sexual humor. The show would be fine for kids of any age, but they would probably need to be nine or so to enjoy it. I can't believe it, but I am actually recommending this show, not only to the seniors, who should especially love it, but to a general audience. It gets ** 1/2.