40-year-old Andy Stitzer has a cushy job stamping invoices at an electronics superstore, a nice apartment that includes a collection of action figures and comic books, good friends, and a nice attitude. But at 40, Andy is still a virgin. His friends think he's a bit of an oddball, but they consider it their duty to help Andy out of his dire situation and decide to go to great lengths to help him. But nothing proves effective enough to lure their friend out of lifelong chastity until he meets Trish, a 40-year-old mother of three. Andy's friends are excited by the possibility that "it" may finally happen, that is until they hear that Andy and Trish have begun their relationship based on a mutual no-sex policy.