| Director | Ron Howard |
|---|---|
| Budget | $17.5 million |
| Box office | $85.3 million |
A group of aliens disguised as humans arrive in St. Petersburg, Florida from their home planet, Antarea. They rent a house with a swimming pool and charter a boat, the Manta III, from local captain Jack Bonner, who helps them retrieve cocoons from the sea bed. Jack becomes enamored with one of the group, Kitty, and ultimately discovers she is an alien. Jack agrees to help the group once they explain the cocoons contain Antareans left behind on their outpost on Atlantis, and they have charged the pool water with "life force" to give them energy to survive the trip home.
Next door to the house the Antareans are renting is the Sunny Shores Rest Home, three of the residents of which—Ben Luckett, Arthur Selwyn, and Joe Finley—often trespass to swim in the pool. Doing so, they absorb some of the life force and begin feeling younger and stronger. The Antarean leader, Walter, discovers them and permits them to use the pool on condition that they do not touch the cocoons or tell anybody else who does not already know. The three men bring their wives with them to swim, but their friend Bernie Lefkowitz refuses to do so or let his ailing wife Rose go with them.
When the other retirement home residents become suspicious of the three couples, Bernie mindlessly reveals the secret to the other residents, who rush to the pool. Walter finds them damaging one of the cocoons, he ejects them from the property, and the Antarean inside dies shortly after. That evening, Bernie finds that his wife Rose has stopped breathing and carries her body to the pool to heal her, only to be informed by Walter that the pool no longer works due to the other residents draining the life force. As the cocoons are no longer able to survive the trip back to Antarea, the group return the cocoons to the sea with the help of Jack, Ben, Arthur, and Joe.
The Antareans prepare to return home and offer to take residents of the rest home with them; learning they will never grow old or die on Antarea most of the residents accept, but Bernie chooses to remain on Earth. Ben informs his grandson, David, that they are leaving for good. When David's mother, Susan, finds out she rushes to the rest home and, finding it empty, calls the police.
While the police search for the residents, David sees Jack's boat departing with the residents aboard. David boards the Manta III, which is chased by the Coast Guard, and decides to say a final goodbye to his grandparents before jumping overboard, making the Coast Guard stop to rescue him, enabling the residents to escape. The Antarean ship appears, Walter recompenses Jack for his boat and Jack embraces Kitty for the last time before escaping in a life raft as the Manta III boards the Antarean vessel and departs. A memorial service is subsequently held for the missing residents. David looks toward the sky and smiles while at the same moment, lightyears away, the Antarean ship approaches Antarea.