One day, after Joe (Hume Cronyn) & Art (Don Ameche) get into an argument about the lifeforce-powered pool with Bernie (Jack Gilford) in front of the entire nursing home, all of the nursing home residents rush over to the pool for a swim. They end up completely draining the lifeforce from the pool and cause two of the Antareans in the cocoons to die. Walter (Brian Dennehy) tells Joe, Art, Ben (Wilford Brimley) & Mary (Maureen Stapleton) that he could not bring the cocoons back to Antarea because of this, since the lifeforce was needed for them to have enough power to survive the trip. That night, Bernie’s wife Rose (Herta Ware) dies, and though he tries to revive her in the pool, Walter informs him that his efforts are futile.
Ben goes back over to Walter’s place some time after that and apologizes for everything that has happened. Walter informs him that he and the other Antareans had to leave for Antarea the next night, but the remaining cocoons would have to be returned to the sea until they could come back for them again. He worries about that, though, because due to the fact that there were only four of them, they wouldn’t have time to get them all back into the sea before their ship came to pick them up. Ben responds by having he, his friends, and Jack (Steve Guttenberg) assist the Antareans in returning the cocoons back to the sea.
As they are returning back to port, Walter offers the elderly folks as well as the other nursing home residents a chance to return with him and the other Antareans back to Antarea, so they can live forever. After Joe reconciles with Alma (Jessica Tandy) after cheating on her earlier on and Art marries Bess (Gwen Verdon), they along with nearly all of the nursing home’s residents go on Jack’s boat in order to meet with the Antarean spaceship at sea. Despite losing Rose, Bernie elects to stay behind, since he felt his home was on Earth. After they set sail, the police and the Coast Guard who were brought to the scene after the nursing home residents were discovered missing by one of the orderlies follow close behind, trying to stop them.
As a lunar eclipse happens, the Antarean spaceship arrives and throws off the pursuers. As the boat and the elderly folks on it rise up into the spaceship, Jack kisses the female Antarean Kitty (Tahnee Welch) goodbye before he jumps off into a lifeboat below. The spaceship takes the boat in and then takes off for Antarea.
Thanks Tornado Dragon!