Three middle-aged daddies visit California to have a marvelous time at the beach. When they learn that a nice apartment and an expensive cabriolet isn't enough for them to score with the chicks, they employ a student to help them. At first he's as disgusted of them and his job as his girlfriend, but soon they find out how to use the situation to everyone's benefit.

While in town on shore leave, Joe meets, falls in love with and proposes to Anne, a beautiful woman he rescues from an attacker. Anne, however, has a past: she's a prostitute and a former heroin addict on the run from her well-connected pimp, Harry. With the help of his friend, Chris, Joe must make sure Harry can never threaten Anne again.