In the fall of 1963, Eddie Birdlace is an 18-year-old Marine Corps volunteer who is about to ship out with three of his buddies for a tour of duty in Vietnam. Planning a massive blowout for their last night in San Francisco, Eddie, his buddies, and a number of other Marines set up a contest they call a "dogfight."

A middle-aged steelworker is content with his job and his family, but feels that something is missing in his life. On his 50th birthday, he stops in at a local bar for a drink to celebrate. He finds himself attracted to the young, very sexy barmaid--and, to his surprise, he finds that she is also very attracted to him.