with him. The other retirement home residents become suspicious after witnessing Ben's wife Mary climb a tree. Their friend Bernie reveals the secret of the pool to the other residents, who rush to the pool to swim in its waters. When Walter finds them damaging one of the cocoons, he ejects them from the property. The Antereans open the damaged cocoon, and the creature inside shares his last moments with Walter. That evening, Bernie finds 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 in the rush to make themselves young. Walter explains that the cocoons cannot survive the trip back to Antarea, but will be able to survive on Earth. With the help of Jack, Ben, Arthur and Joe, the Antareans return the cocoons to the sea. The Antareans offer to take residents of the retirement home with them to Antarea, where they will never grow older and never die. Most of them accept the offer, but Bernie chooses to remain on Earth. Upon leaving, Ben tells his grandson David that he and Mary are leaving for good. As the residents are leaving, David's mother Susan finds out about their destination and drives to the retirement home, where they find the majority of the rooms vacant and contact local authorities. While the police are searching for the residents, David notices Jack's boat, with the Antareans and the retirement residents aboard, starting and jumps onto the side as it pulls away. The boat is chased by the Coast Guard, so with little time left, David says goodbye to Ben and Mary before jumping into the water. The Coast Guard boats stop to pick him up, giving the others a chance to get away. A thick fog appears and strands the remaining Coast Guard boats, and they call off the chase. As the Antarean ship appears, Walter pays Jack for his services and the boat. Jack embraces Kitty for the last time and they share a kiss. He then says farewell to everyone before jumping into an inflatable raft as the boat rises up into the Antarean vessel. Jack watches as the boat disappears inside the ship and departs. Back on earth, a funeral is held for the missing residents. During the sermon,