Three longtime pals live in San Francisco: Darin is married to Natalie, but their family life is too still and Darin is not happy about it, Matt is ladies' magnet but tired of it, trying to get something stable from his relationships, and goofy Kevin doesn't have any success with women at all. Darin starts an affair with his friend's wife Maxine and Matt falls deeply in love with a woman he has seen once.