Two retired sailors, Wally (Cox) and Skipper, are old workmates and best friends for 40 years now living at an old folks' home in Norway. One day, Wally finds Skipper dead and he wants a burial at sea, the old-fashioned way, as he promised him. Wally isn't going to let the fact that he doesn't have a boat, any money or, for that matter, a body, stop him from keeping his word; and so he takes his friends May (Bacall), George (Fox) and Nina (Berdal) on a bold mission to send the coffin to the bottom of the North Sea.