Cocoon is a 1985 American science fiction comedy-drama film directed by Ron Howard and written by Tom Benedek from a story by David Saperstein. The film stars Don Ameche, Wilford Brimley, Hume Cronyn, Brian Dennehy, Jack Gilford, Steve Guttenberg, Maureen Stapleton, Jessica Tandy, Gwen Verdon, Herta Ware, Tahnee Welch, and Linda Harrison, and follows a group of elderly people rejuvenated by aliens. The film was shot in and around St. Petersburg, Florida, with locations including the St. Petersburg Shuffleboard Club, Suncoast Manor Retirement Community, the Coliseum, and Snell Arcade buildings. The film earned Academy Awards for Best Supporting Actor (Don Ameche) and Best Visual Effects, and was followed by the sequel Cocoon: The Return in 1988, in which almost all of the original cast reprised their roles. Plot About 10,000 years ago, peaceful aliens from the planet Antarea set up an outpost on Earth on Atlantis. When Atlantis sank, twenty aliens were left behind, kept alive in large rock-like cocoons at the bottom of the ocean. A group of Antareans have returned to collect them. Disguising themselves as humans, they rent a house with a swimming pool and charge the water with "life force" to give the cocooned Antareans energy to survive the trip home. They charter a boat from a local captain named Jack, who helps them retrieve the cocoons. Jack spies on Kitty, a beautiful woman from the team who chartered his boat, while she undresses in her cabin, and discovers that she is an alien. After the aliens reveal themselves to him and explain what is going on, he decides to help them. Next door to the house the Antareans are renting is a retirement home. Three of its residents, Ben, Arthur, and Joe, often trespass to swim in the pool. They absorb some of the life force, making them feel younger and stronger. Eventually caught in the act, they are given permission to use the pool by the Antarean leader, Walter, on the condition that they do not touch the cocoons or tell anybody else about it. Rejuvenated with youthful energy, the three men let the advantages of the pool take hold as they are relieved of their ailments. Kitty and Jack grow closer and decide to make love in the pool. Since she cannot do so in the human manner, she introduces him to the Antarean equivalent, in which she shares her life force energy