A group of seven middle-aged men gather at psychoanalyst Kramer's Berkeley, California, home to talk about their experiences with women. There is Solly Berliner, a real estate agent; Phillip, an awkward college professor; Harold Canterbury, a lawyer; Terry, a doctor; Paul, a member of the working class; and Cavanaugh, a retired baseball star who is the leader. After a lot of talk, Harold persuades the friends to visit a high-end San Francisco brothel to indulge in a chaotic bit of fantasy.