Gus, Harry, and Archie (Cassavetes, Gazzara and Falk, respectively) are three husbands with families in suburban New York. All are professional men. As the film begins, they are shaken when their best friend Stuart suddenly dies of a heart attack.
They have difficulty coping with the death, and spend two days hanging out, playing basketball, sleeping in the subways, and drinking, including one lengthy scene at a bar in which they have an impromptu singing contest. Harry goes home, has a vicious argument with his wife, and decides to fly to London. The other two decide to go with him.
They check into an expensive hotel, dress in formal clothing, and meet three young women at a gambling casino. They go back to their rooms with the women. Gus pairs off with Mary Tynan (Jenny Runacre), Archie with Julie (Noelle Kao), a young Asian woman who seems not to speak English, and Harry with Pearl Billingham (Jenny Lee Wright). However, their efforts to hook up with these women are awkward and unsuccessful.
Gus and Archie decide to go back to New York, but Harry stays behind. As the film ends, Gus and Archie express concern about Harry and what he will do without them.