John and Max are elderly neighbors in a cold Minnesota town. They both live alone in their homes since their wives have died, and exchange stories about how their friends are now dying when they are not busy insulting each other. They have a contemptuous rivalry that goes back over 50 years.
A very attractive woman named Ariel, who is a little younger than them, moves in across the street during the days before Thanksgiving. She is so adventurous that she rides a snowmobile on the streets at night.
Johns daughter Melanie has a baby girl but is separating from her husband. Maxs son Jacob is running for mayor of their town. Melanie and Jacob have an ongoing flirtation with each other.
John is trying to evade the IRS, to whom he owes back taxes. One night he thinks the IRS has come for him, so he jumps out his bedroom window, and Ariel surprisingly shows up, asking to use his bathroom for no particular reason. She discloses that she has been watching how John and Max both ogle her.
The next day, John tries to convince Max that his visit from Ariel was amorous in intent. Their bitter bickering at each other continues apace.
Chuck is another older man who runs a local bait shop. He challenges John and Max to think about how attractive they actually are to women anymore.
Johns father, known as Grandpa, goes ice-fishing out on a frozen lake, where his son and Max (and many other local men) also have their own little fishing shacks. Grandpa is a blithe spirit at the age of 94, enjoying a bounty of liquor and non-filtered cigarettes.
One evening Chuck goes to visit Ariel at her home, which John and Max intently spy upon. When later asked why he was with her, Chuck says they did not have sex but something more like a spiritual awakening.
John and Max thus both plan visits to Ariel and spend much time making themselves presentable. As we learn, Ariel used to teach art and now teaches classics, and her tastes are revealed through her houseful of eccentric pieces. She also had a husband who died five years earlier, and keeps a life-size sculpture of him, naked, in her studio.
Max is next to visit Ariel, and she is mildly bemused by his accounts of being a television repairman. Later she visits him in his ice-fishing shack and they try to pull in a legendarily enormous fish together. The sound of Max and Ariel loudly fighting and grunting to bring up the prize fish is overhead by the other men on the lake, who assume they are having wild sex. As it turns out, they actually do land the fish, but to the shocked dismay of Max, Ariel throws it back in the water. Thereafter, Ariel tells Max they will be great friends, but her chaste kiss reveals it will not be a romantic relationship.
In a sincere moment, John tells Max that Chuck has died suddenly. They still end up fighting with each other again.
Later, Ariel shows up at Johns house unexpected, and offers to cook dinner. John is quite charming in their conversation, telling her stories of his days as a teacher.
John goes to visit his father, who tells him that after you turn 90, you begin realizing that all you have in life are experiences. He motivates John to pursue Ariel, which he soon does by joining her on a snowmobile ride to further evade an IRS agent waiting at his house. Ariel even lures John into making snow angels on the ground, and they hold hands.
Over another dinner. Ariel asks John about the pictures in his house. He had a son who died in the Vietnam War, and as it turns out, he and Max were much closer friends when they were younger. He begins to tell the story of how the two of them became enemies when they fought over a woman. Somehow finding inspiration, John moves in to give Ariel a deep kiss, and she is receptive.
Soon thereafter, Ariel invites John to bed. He remarks that he has not made love since October 4. 1978, so Ariel suggests that theres no need to worry about sexual diseases.
The next morning, Max gives Ariel flowers to apologize for his rakish behavior before. Meanwhile, John is dancing around his house, so energized that he adds Tabasco to his eggs.
John and Max return to their ice-fishing rituals, but now Max is so angry and jealous of him that he drives a truck into Johns shed and forces it out onto thin ice. This leads to a very physical yet comical fight between them, in which we learn that John had married a woman whom Max had always loved. John then confesses that he thought Maxs wife was a better woman than his wife. John goes on to say that he had the greatest sex ever with Ariel, which provokes Max to try stabbing him with a frozen fish. Of all people, Grandpa intervenes to break up these two delinquents.
Downtrodden, John feels that Max should have Ariel because he stole Maxs true love when they were younger. Ariel brings John one of her paintings, but explains that they will not work as a couple. Ariel is disappointed, and tells John that the only things you regret in life are the risks you dont take.
Johns daughter Melanie shows up for Christmas Eve with her estranged husband. John privately repeats to her what Ariel told him about living with regrets, and then Maxs son Jacob shows up. Jacob later pushes his dad to make peace with John.
John and Max meet at a bar and John reveals that he pitied Max and gave up Ariel for him. They argue again, and on the way back from the bar, John has a heart attack. While he is in the hospital, the IRS moves to claim Johns house, although Jacob, who has been elected mayor, gets an order to save the property.
We next see people gathering for what appears to be a solemn event at a church, which is not a funeral as we may expect, but actually a wedding for John and Ariel. Much time has done by, during which Jacob arranged to clear Johns IRS debt, with Maxs help. John and Max have reconciled, and their children are clearly falling in love with each other. Grandpa gives away Ariel at the ceremony, and all is joyous as the couple head off in their limo... but Max has left a fish in the back just as a little revenge.