Oscar-winning actors Jack Lemmon and Walter Matthau were first teamed in 1966 for Billy Wilder's "The Fortune Cookie" (which brought Matthau his Oscar). By 1981 they had appeared in four films together.

But since the unexpected success of "Grumpy Old Men" in 1993, they have already made four more pictures together, with a couple more on the horizon (including a sequel to "The Odd Couple," written by Neil Simon).

Their latest, "Out to Sea," is an underwritten and blandly directed farce that was obviously tailor-made for the stars. And it's hard to deny that despite the film's weaknesses, there is a great deal of joy to be had in watching these two old pros in action together. Even when they're trying to make a silk purse . . .

Lemmon plays a retired department store clerk mourning the loss of his wife, who passed away two years earlier. Matthau is his brother-in-law, a layabout con artist.

The plot spins around Matthau coercing Lemmon into taking a "free" cruise. Naturally, Lemmon is reluctant, fearing there may be a catch. But Matthau talks him into it — and it isn't until the ship sets sail that Lemmon learns Matthau has signed them on as dance hosts.

Matthau's plan is simple enough — he wants to land a lonely rich widow. But because he can't dance, he needs Lemmon's help to pull it off.

Lemmon wants no part of it, of course, but now it's either play dance host or foot the cost of the cruise. "We're not working," Matthau tells him, "we're dancing, cavorting."

Matthau sets his sights on Dyan Cannon — and as unlikely as it may sound, she falls for him. (Although, if Matthau can romance Sophia Loren in "Grumpier Old Men," why not?)

Lemmon finds the crowd of women plunging toward them on the dance floor a bit frightening ("It's just like the beach at Normandy," he moans). But he eventually falls for widowed Gloria DeHaven, and they have the usual contrived arguments and reconciliations before finding happiness together. (It is awfully nice to see an older couple involved in a big-screen romance, however.)

Along the way, Matthau tangles with Cannon's nasty mother (Elaine Stritch, who is closer to Matthau's age than Cannon), and they both endure the wrath of the cruise director, a sleazy lounge lizard (Brent Spiner, Data of "Star Trek: The Next Generation"). Hal Linden (TV's "Barney Miller" ) and Donald O'Connor (who gets a couple of nice soft-shoe moments) also show up, as fellow dance hosts.

But first-time screenwriter Robert Nelson Jacobs has watched too much television, and most of the plotting plays out like a first-draft sitcom (peppered with the usual sophomoric big-screen vulgarisms). Director Martha Coolidge ("Rambling Rose," "Lost in Yonkers") doesn't help much, especially with the awkward staging of Lemmon and DeHaven's scenes.

And secondary characters really suffer. Linden and O'Connor are especially underused. Of the supporting cast, only Spiner manages to get a few chuckles (especially when he breaks into a big-band version of "Oye Como Va").

Lemmon and Matthau are real troupers, and you have to give them credit for trying so hard to make it all work.

The sequence that has Lemmon teaching Matthau to dance is a particularly fine example of how much can done with mediocre material when it's in professional hands.

Imagine what they could do with really good material.

"Out to Sea" is rated PG-13 for vulgarity and profanity.