Ten thousand years ago, aliens from the planet Antarea set up an outpost on Earth, but it was in Atlantis and sank into the ocean. Twenty aliens were left behind in rocky cocoons in the depths. Now, a handful of Antareans have returned to collect them. Disguised as humans, they rent a house in Florida with a swimming pool and charge the water with their life force to help the cocooned to survive the trip home. They charter a boat from Captain Jack Bonner (Steve Guttenberg) to help them retrieve the cocoons. One of the aliens is disguised as a beautiful woman named Kitty (Tahnee Welch) and when Jack spies on her undressing in the cabin, he sees her peeling off her skin and freaks out. The aliens reveal themselves to him and he decides to help them.

At a retirement home next to the house the aliens rented, three of its residents—Ben (Wilford Brimley), Arthur (Don Ameche), and Joe (Hume Cronyn)—are in the habit of sneaking into the empty house to use the pool. The life force in the water makes them feel younger and stronger every day. Caught in the act, they are given permission by the Antarean leader, Walter (Brian Dennehy) to use the pool if they don’t touch the cocoons. Gradually, their age-related ailments disappear.

Kitty and Jack grow closer and make love in the pool, as she glows like an angel. Suspicious of the rejuvenation of some, the other retirees learn the secret of the pool and soon it is full of people. One of the cocoons is damaged and the alien dies. Walter kicks everyone out. That night, Bernie’s (Jack Gilford) wife Rose (Herta Ware) stops breathing and Bernie carries her to the pool, but Walter tells him the power has been drained away by all the swimmers.

The Antareans in the cocoons will not survive the trip home, so they are placed back in the sea, with the help of the retirees, because the team must be ready soon for the spaceship’s return. The incredibly tolerant aliens offer to take the retirees to Antarea where they will never grow old and die. Most accept, but Bernie does not want to live forever without Rose.

The preparations for departure are discovered and the younger relatives of the retirees call the police, thinking their parents are being scammed. The boat is pursued by the Coast Guard. Ben’s grandson David (Barret Oliver) says good-bye and jumps overboard so the Coast Guard will stop and pick him up. Jack kisses Kitty for the last time and jumps into a raft. The boat rises toward the spacecraft in the sky.

Don Ameche won an Oscar for supporting actor. Robert Zemeckis was supposed to direct at first and was then replaced by Ron Howard. Zemeckis had to console himself by directing Back to the Future. Wilford Brimley was fifty years old, some 26 years younger than most of the other actors. He died his hair gray and the makeup people put liver spots on his face. Ron Howard won a Saturn award for directing. James Horner used some of his music from the score of Wrath of Khan. The movie received mostly positive reviews, though some called it sentimental. No kidding. When you consider that most science fiction movies are written for teenagers, this one is extremely unusual. And I could watch Brian Dennehy all day.

Hume Cronyn had been a Golden Glove boxer and was blind in one eye. In a scene in which he had to punch out an orderly, he knocked the man out cold. Steve Guttenberg took a pay cut to work with Ron Howard. He and Brian Dennehy went out drinking and Dennehy was arrested for impaired driving. The next day, he thanked the police. Tahnee Welch is the daughter of Raquel Welch. Tyrone Power Junior was also in the film. His father had worked with Don Ameche in the Thirties. A sequel called Cocoon, the Return, despite starring most of the same brilliant actors, was a listless affair and hard to watch, which just goes to show you something, though I’m not exactly sure what. Ron Howard hated the script of the sequel and directed Willow instead.