Former mafiaso Val (Al Pacino) is being released from prison. His best friend Doc (Christopher Walken) is painting a sunrise near the bay before going to church and then to his apartment to load a gun and pick up Val.
Val exits the prison with Doc waiting for him outside. They stare at each other for several seconds before Val breaks the silence with "You look like shit." Doc replies "You look worst" and the two embrace in a hug saying they missed each other. They get into Doc's car and drive to his apartment. Val throws out a few insults about how small and crappy the apartment is, surprised that Doc would live in a dump like this. Doc says it's not much, but it's his. Val notices a photograph of him, Doc, and a third friend, Hirsch, when they were young. Doc says those were the days right before Val returns to complaining about what a dump the place is. He goes to the bathroom to wash his face and notices Doc behind him. He asks if a cafe they used to go to is still open as he could use a coffee. Doc is holding the gun he was loading before behind his back and says it's Val's day, and they can do whatever he wants.
At the cafe, Val asks Doc if he feels like partying. Doc says he doesn't feel like it at all and spends his days painting the sunrises and sunsets, watches cable TV, and tries to eat and sleep right. Val asks how Doc's daughter, Jessica, is doing. He says she didn't want him to find her, but he did, and she's working in Minneapolis and has a daughter. Val mentions that while in prison he kept in touch with old friends that are necessary for the two to make their "comeback." Doc scoffs at this and says he's retired. Val goes back to saying he wants to party.
The two arrive at a brothel. Val comments that the place looks the same. The owner, Wendy (Lucy Punch) asks what type of party Val is looking for and calls for Oxana (Katheryn Winnick). Doc gives the owner a wad of cash as Oxana takes Val upstairs. Wendy invites Doc into a sitting area, and he says he knows her mother, the former owner of the brothel who moved to Florida, and says that they were very close, and he hopes she still remembers him. A prostitute approaches Doc and offers him a good time. He gets up and says he's retired and asks to use the phone. As he is walking to the phone, Val comes downstairs. Doc says that was quick, but Val couldn't have sex, so Doc asks if they have any medication. Wendy says she ran out of pills, and Doc says not to worry and they'll be back. They go to a drugstore that is closed, and Doc picks the lock, saying that even though he's retired old habits are hard to give up. They disarm the alarm and turn off the camera. They go behind the counter, and Val picks up a Viagra bottle. Doc takes a few bottles of hypertension meds, and they leave.
Doc and Val are at a bar playing pool waiting for the Viagra to kick in. As soon as it does the scene cuts to them back at the brothel. Oxana comes back downstairs, and Val eagerly accompanies her back upstairs. Doc goes to use the phone like he intended to before. A mob boss, Claphands (Mark Margolis), picks up the phone and asks "has the package been delivered?" Doc says he can't do what he promised, which is to presumably kill Val. Claphands says that if Doc doesn't follow through he will no longer be a friend of his and asks if he needs to elaborate. Doc says he understands and asks how long he has to do the job. Claphands says he has until morning, 10 am specifically, and if Doc doesn't do it by then he's dead too, adding "the motherfucker shot my only son" and the only reason he let Doc live is for this job. They hang up, and Doc goes to talk to Wendy. She says Doc doesn't look like a man who would let a lady drink by herself, and they share a drink and talk about Wendy's mother. Val comes down and says they went four times and that Oxana is worn out. They're leaving, and Wendy says she hopes Doc finds peace. Val rushes him out and says he's ready to party.
At a club, Doc uncomfortably stands at the bar while Val embarrasses himself hitting on young girls, saying he has a python in his pants. He comes back to the bar and asks Doc for 20 bucks. He goes to the DJ and asks him to play something old school. When the DJ agrees, Val goes back to the girls and apologizes, saying he was rude, but he's been away for a long time and wants nothing more than to dance one song. One girl, Lisa, agrees. They dance as Doc watches. When they finish Val kisses her on the cheek and thanks her.
Val and Doc smoke and drink at the bar. Val crushes up some of the pills they took from the drug store earlier and snorts them, causing the bartender to tell them to leave. Val says it's a prescription, and the bartender calms down just as two men approach Doc and Val, presumably Claphands' cronies, and threateningly remind Doc what time it is before leaving. Val asks what all that was about and Doc claims to not have a clue, so he goes back to snorting pills.
In the parking lot, an intoxicated Val tells Doc that all of their former friends and associates left and that Doc was the only one who kept in touch. He thanks him for the care packages and the painting that Doc sent him in prison, saying the painting was beautiful and kept him going. Val says Doc is his only friend as Doc helps him into the car. Val passes out, giving Doc the ideal to moment to kill him. Looking at Val, Doc turns up the radio and pulls his gun out and points it at Val's head but is unable to do it. Doc puts the gun in the backseat just as Val wakes up and says he doesn't feel good. The scene cuts to them at the hospital with Val on a stretcher asking if he's going to die. He notices the nurse's name tag that reads Nina Hirsch. He is in shock as Nina (Julianna Margulies) is his former friend's daughter. Doc, aware of who she is, smiles and asks how her dad is doing. She says his emphysema is bad and that he's in a nursing home since her mother died. Doc tells her they were at her tenth birthday party and that Doc threw her up in the air. Nina gets tears in her eyes and remembers as Val starts saying he's dying. The doctor arrives and says that Val is having a bad reaction to the mixture of drugs he took and pulls out a syringe to take the blood out of Val's still erect penis.
The scene cuts to Val and Doc at a diner, where Val asks who's going to do it. Doc plays dumb, but Val says he can cut the bullshit, and he knows he's going to be taken out. They are interrupted by a friendly waitress whom Doc is friends with. As soon as she takes their order Val goes back to asking Doc who it's going to be. When Doc continues denying any knowledge of the hit, Val tells him that he knows it's most likely Doc, and that a job is a job so if the roles were reversed, he would kill Doc in a heartbeat. Doc admits it's him, and Val sighs, saying for the first two years in prison he kept looking over his shoulder but then he understood that Claphands, whom he describes a vindictive motherfucker, would make sure he served every day of his sentence so it could end up the way it is now, with him being released and then murdered by his best friend. He asks how Doc was going to do it and when he replies that he was going to shoot him in his apartment when Val was sleeping Val says that has no style. Doc asks how he should do it then, and Val says he shouldn't, because none of what happened is his fault. He describes what landed him in prison: Claphands put his son on a job with Val. Even though Val knew it was a bad idea he didn't protest. When the job went south, the kid panicked and started shooting everywhere. In the crossfire Val's bullet accidentally hit him. As a self proclaimed stand up guy, Val took the fall for everything, and now he can't believe his loyalty has led to this. Val asks when Doc was given the job, and he says it was the day he went in 28 years ago. Val asks what time it has to be done, and Doc tells him by 10 am. It's 1:17 am now, so Val has roughly 9 hours to live. When leaving the diner Val asks to walk around and asks what his options are. Doc tells him that he can run, but Val knows they'll find him. Doc urges him to run and to get a headstart, but Val says he'd rather give up. They walk by a black Camaro, and Val wants to steal it. Doc tells him its not a good idea but the car door is unlocked, so they get in, and Doc asks where they're going. Val says to get Hirsch.
They arrive at a nursing home where they ask an old woman where Richard Hirsch is. She directs them down the hall. Hirsch (Alan Arkin) is wearing an oxygen mask when the two arrive in his room. He is shocked to see them and says he must be dreaming. They're happy to see him, and Hirsch says its like the good old days. Doc and Val break him out of the home and Hirsch, suddenly lively, gets behind the steering wheel of the Camaro. They drive off, and Hirsch shows himself to be an expert driver, just like Doc and Val described him. While speeding on the highway a cop pursues them, but Hirsch says he can lose him. Val says its a great idea since he is on parole in a stolen vehicle and Doc has a weapon. They gleefully engage the cops in a pursuit. After a few minutes, they lose them. They talk about the things they want to do now that Val is out of prison, and Hirsch is out of the nursing home. Hirsch says he wants to have a three way, so they go back to the brothel from earlier.
Wendy is pleased to see them. Doc introduces her to Hirsch and Val says that Hirsch wants a three way. Wendy says Oxana is the only one working since the other girl fell down the stairs. Val says Wendy should take her place then. Hirsch convinces her, and they agree, so Hirsch, Oxana, and Wendy go upstairs leaving Val and Doc downstairs. The two talk about erections and share laughs. Hirsch comes down after a while, and Oxana and Wendy are all over him begging him to stay. Apparently he showed them quite a good time upstairs. They leave, and Hirsch feels bad because he hasn't had sex with anyone since his wife.
While on their joy ride, the men hear something in the trunk. Hirsch pulls over. They open the trunk to see a completely nude and gagged woman. The untie her and help her out with Val giving her his jacket. When Hirsch refuses to give her his pants they go to a convenience store. Doc asks the storeowner if they sell women's clothing. The storeowner calls him stupid, so Val knocks him out with one punch and takes his pants. The group are back at the diner with the friendly waitress, and the mysterious woman from the trunk washes blood off her face in the bathroom. She sits down at their table, and Val addresses her by name asking how she ended up in the trunk. Sylvia (Vanessa Ferlito) says she was waiting for a cab when the guy who owns the Camaro pulled up and offered her a ride. An unseen guy in the backseat tied her up when she entered the car, and they took her to a warehouse. She says they can figure out the rest. They ask her where the warehouse is, and she tells them to take her where they found the car, and she'll point it out. They make a stop at Doc's apartment to gear up. They drive the spot where they found the car and Doc, Val, and Sylvia exit while Hirsch stays as the getaway driver. Sylvia wants to accompany them, but Val says its better if they go alone. She asks why they're doing this for her, and Doc says it makes him sick what they did to her, and there used to be consequences but now punks think they can do whatever they want, so they're going to teach them a lesson. Val tells her to wait 10 minutes and then come in.
They enter the warehouse and see four guys. They get up to get weapons and Val and Doc shoot two of them. The other two put their hands up. Val and Doc tie them up and take their pants off. Doc calls the police to report that the warehouse has a large cache of guns and drugs. Sylvia comes in up with a baseball bat. Doc says she has some time before the cops show up, and they exit, leaving Sylvia to get her revenge. She bashes in their groins with the baseball bat. Walking back to the car Val complains that his jacket is ruined because of Sylvia's bloodstains. Doc says they can get him a new suit. When they arrive at the car they see that Hirsch has passed away. Val says he got his final wish which was for the three of them to work together again. They drive to the hospital to tell Nina her father has died. She rushes out to the car and asks what they were doing. They say they were having fun like good old times and that Hirsch went out with a bang, asking if there's a family plot and saying they want to bury him tonight.
At a graveyard, Doc, Val, and Nina bury Hirsch, and Val takes a bouquet from another grave. Nina gives a speech, and thanks Hirsch for the lessons he taught her in life. Val says Hirsch was a good friend and recalls how he cried for two days for running over a dog when they were robbing a liquor store and adding that he was a witness to their lives. Doc says that was a moving speech. Nina tearfully thanks and kisses both of them before leaving. Val asks if Doc is going to do his eulogy and asks how much time he has left. Doc says four hours and they go to get a steak. Back at the diner, Doc sees that his car is still there. They get the same friendly waitress, and after she takes their order Doc says her name is Alex and that she is his granddaughter but doesn't know it. Val tells him that he has to tell her, and he promises to do so tomorrow. Doc gets up to make a phone call and Alex (Addison Timlin) brings their food and asks to sit down with Val. She asks what Doc is like, while Doc talks on the phone with Claphands. He begs him to have mercy since Val only has a few years anyway. Claphands reveals he knows of Alex and threatens to hurt her if Doc doesn't get the job done. He hangs up and writes a letter to Alex and throws his home keys in the envelope, pinning it on the wall of the diner. Alex leaves their table after talking to Val, who said that Doc is lonely and comes to the diner to be around other people.
They go to church, and Val goes to confession. He says its been 60 years since he confessed, saying if he says every sin since then they'll be there all day. He says everything he has done today (stealing a car, shooting people in the knees, stealing a car, having sex with a prostitute, taking clothes from a store clerk etc.) but he's also done good things, like helping Sylvia, burying a friend, and easing Doc's pain. He gives the priest money and tells him to buy himself a steak dinner. They leave and break into a tailor shop to get Val a suit. While trying on suits, the two cronies from the bar arrive. One of them tells Doc that Claphands figured he wouldn't have the balls to get it done, so he sent them instead. He pulls a gun on Val, but Doc knocks him out with a punch to the throat. He shoots the other one in the foot and tells him to call Claphands and tell him that Doc will get the job done and for them to stay out of it. Later, while looking at how they look in the suits the one that Doc knocked out starts waking up so Val punches him to put him back to sleep. Val asks what time it is to which Doc replies its time and apologizes for what he must do.
They leave the store and walk around. Val says he will miss the Spring. They stop and Doc faces Val, who spreads his arms, and they embrace. They continue walking, and the screen fades to Alex in Doc's apartment. The phone rings and she picks up. It's Doc, and he asks what she thinks of his sunrises. She says they're beautiful, and he says that when doing them that he was really painting her. He instructs her to get a shoebox. Inside there is money, and she says it's too much. He tells her the apartment is now her's and the money will cover the rent for a year. He tells her that he loves her and hangs up. He turns to Val, and he asks if he's sure he wants to do "this." Doc says yes. and they pull out their guns and start shooting. They're outside Claphands' house. Claphands and his two men shoot at them behind windows, but Doc and Val take them all out in a few seconds.
The camera fades to Doc's sunrise painting.
You can send in your spoiler to other movies by going here.