It stars Alex Fong, Chin Ka Lok, and Ram Tseung as three men in their forties and the issues they face as they enter middle age.

Wei Fuk Wing, AKA "Ray", works at an advertising company called AW and has a contentious relationship with his new colleague, Kelly Kwan.

He runs a cram school and has unconditional, promiscuous sex with girls he meets at bars.

Lo Ga Fai, an actor with small roles and big dreams, comes from a rich family and is bisexual.

After his longtime boyfriend breaks up with him, Fai meets movie star Mok Hui Nam and they fall in love.