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Around 10,000 years ago, a group of peaceful alien lifeforms, from the planet Anterea, formed an outpost on the planet Earth on an island known to mankind as the mythical civilization Atlantis. As per legend, this outpost sank due to an earthquake, and in order for them to leave, 20 members remained behind so that the rest would have enough lifeforce to return to their home planet.

Eventually, a group of four Antereans returns to pick them up. They disguise themselves as humans, rent a house with a swimming pool, and charge this pool with lifeforce, so that the cocooned Antereans can sustain enough energy to survive the trip home.

Meanwhile, Ben, Arthur and Joe, three local residents from a retirement home (played by Wilford Brimley, Don Ameche, and Hume Cronyn respectively) go to swim in the pool secretly and take in some of the lifeforce, which causes them to feel younger, stronger, and happier again. They are caught, but are eventually given permission by the head Anterean, Walter, to use the pool through negotiation with one of them. Bernie, one of the other elderly people from the retirement home well-known for his extreme pessimism, who also knows of the nature of the aliens, obstinately refuses to use the healing power that he and his dying spouse need, believing it to be unnatural to extend or interfere human life in this manner. He carelessly reveals the secret of the pool's rejuvenating power one day by confronting his "pool" friends out loud about it during a group dinner at the retirement home, resulting in all of the other elderly residents rushing off and breaking in on to the Antereans' property, and barging their way into the pool. Walter, infuriated, ejects the retirement home inhabitants, but as too many people have been in the pool at one time (and some of them carelessly tampered with a few of the cocoons), all the life force has been drained, and the Antereans cannot take along the cocoons anymore; in fact, at least one of the cocoon inhabitants dies as a result of the loss of the pool's nourishing energy.

That night, Bernie's wife dies and he takes her to the pool, tenderly splashing water over her face to try to revive her, but Walter explains that the power of the pool is gone and that there is nothing he can do to bring Bernie's wife back to life. With the help of Ben, Arthur and Joe the Antereans return the cocoons to the ruins of Atlantis. Because the Antereans are unable to take the cocoons with them to their home planet, they offer the spare places aboard their spaceship to the retirement home inhabitants, and, with the exception of Bernie, who chooses to live out his natural life on Earth, most of the main cast return with the Antereans to their homeworld, where they will never grow ill, never age and never die.

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