When aging C.I.A. operative Miles Kendig (Walter Matthau) is fed up with officious bureaucratic head Myerson (Ned Beatty), he decides to get even by retiring and writing his memoirs, making sure that he covers every dirty trick he's been involved in since the start of his career. This forces Myerson, second-in-command Joe Cutter (Sam Waterston), and KGB foe Yaskov (Herbert Lom) to chase him across the country, and eventually around the globe, while Kendig uses his mistress Isobel von Schonenberg (Glenda Jackson) as his intermediary with his publisher.