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Al Lewis (George Burns) and Willy Clark (Walter Matthau) are two old comedians who were once a popular vaudeville comedy act known as "Lewis and Clark" and also called the Sunshine Boys. After 43 years together, they parted ways 11 years ago on unfriendly terms and have not spoken to each other since then. The break-up was due, in part, to Al's intent to retire and Willy's desire to continue performing. Willy's nephew, Ben (Richard Benjamin), a talent agent, tries finding work for Willy, which proves difficult due to Willy's age and blustery temperament.