Starring Walter Matthau, Jack Lemmon, Dyan Cannon, Gloria DeHaven, Brent Spiner and Donald O'Connor Directed by Martha Coolidge Rated PG-13, with profanity and sexual innuendo Running time 106 minutes Jack gives this film a rating of 4 out of 10

(July 2, 1997) -- Walter Matthau and Jack Lemmon co-star in The Love Boat: The Motion Picture. Oops, sorry. Make that, Out to Sea.

Once you see this mildly amusing but overly long comedy, you'll understand the mistake: Out to Sea takes place on Hollywood's version of a cruise ship. And it features a parade of older movie and TV stars most of us haven't seen in a while -- Donald O'Connor, Gloria DeHaven, Hal Linden, Elaine Stritch, Dyan Cannon.

The other familiar references are the two Grumpy Old Men films which rejuvenated Matthau's and Lemmon's careers late in life. Here the longtime co-stars play DIFFERENT grumpy old men. The 76-year-old Matthau is Charlie, a conniving hustler with long-standing gambling debts. He fools his brother-in-law, a widower named Herb (Lemmon, 72) to join him on a cruise. Charlie says he won the tickets from a bettor. Once on board he confesses to Herb that they'll have to earn their keep as shipboard dance hosts.

Charlie's ultimate scheme is to corral a wealthy single woman to wed. Herb could care less. He still deeply mourns his departed wife and can't conceive of falling for another woman. Of course, once he meets the charming Vivian (the 72-year-old Gloria DeHaven), his attitude changes.

Charlie has his eye on a sexy, seemingly wealthy younger woman named Liz (Dyan Cannon, 58), who is traveling with her in-your-face, no-nonsense mother, Mavis (Elaine Stritch, 71).

Since Mavis seems a much more sensible match for the elderly Charlie, his chasing of Liz seems unseemly at best, slimy at worst.

The biggest obstacle for Charlie and Herb is their dance-floor supervisor, cruise director Gil Godwyn (Brent Spiner). As he says, "I'm a song-and-dance man raised on a military base. I'm your worst nightmare."

The modest script by Robert Nelson Jacobs leads everyone through predictable romantic complications, enlivened by bits of physical comedy and a few moments of dance. (Fortunately, a fellow dance host is played by Donald O'Connor, and the 71-year-old musical comedy legend is given a few minutes to show he's still a heck of a dancer.)

Under pedestrian direction by Martha Coolidge, Out to Sea rises only slightly above the Love Boat formula, thanks to the sheer, long-established charisma of Matthau and Lemmon. Matthau, in particular, remains one of the funniest screen actors on the planet, whether he's stumbling through a dance routine or trying to propose marriage.

If Matthau wasn't at the helm, this particular love boat wouldn't have gotten out of dry dock.