Greatest Film Scenes
and Moments

Cocoon (1985)


Written by Tim Dirks

Title Screen
Movie Title/Year and Scene Descriptions

Cocoon (1985)

In director Ron Howard's and 20th Century Fox's sentimental sci-fi fantasy (the director's second feature film after his hit comedy Splash (1984)) - it was a sleeper hit. With some tear-jerking and comedic elements, it told about the eternal 'Fountain of Youth' myth and old age mortality, mixed with an alien encounter tale. The poignant plot (with a humorous first-half and a serious second-half) was enhanced by the rising score of James Horner, and pre-CGI special effects by ILM (winning an Oscar for Best Visual Effects).

Cocoon was based loosely on writer David Saperstein's unpublished manuscript for his eventual 1985 novel of the same name, with script rewrites by Tom Benedek (and uncredited Ron Howard). Two episodes of the TV anthology show The Twilight Zone were the basis for the film: "Kick the Can" (1962, Season 3, Episode 21) and "The Bewitchin' Pool" (1964, Season 5, Episode 36) - replicated some elements of the plot. Steven Spielberg's "Kick the Can" was also the second segment of full-length feature film Twilight Zone: The Movie (1983).

Cocoon's tagline was fanciful:

"It is everything you've dreamed of. It is nothing you expect."

On a budget of $17.5 million, it took in box-office (domestic) revenue of $76.1 million and $85.3 million (worldwide). Its sequel - director Daniel Petrie's Cocoon: The Return (1988), featured the returning cast of veteran stars (as seniors who returned to Earth to visit their relatives), but with a similar budget, it turned out to be a dismal flop with only $18.9 million (domestic) and $25 million (worldwide) revenue.

The late 70s and 80s spawned a number of iconic, similar UFO, other-worldly, alien-visitor and alien-invasion films, such as Nicolas Roeg's The Man Who Fell to Earth (1976), Spielberg's Close Encounters of the Third Kind (1977), Ridley Scott's Alien (1979), Spielberg's E.T. The Extra-Terrestrial (1982), John Carpenter's The Thing (1982), Starman (1984), and James Cameron's The Abyss (1989).

  • in the film's opening, on a foggy night, young 10 year-old future astronomer David (Barret Oliver) (the grandson of Ben Luckett later introduced) was viewing the moon with his telescope and anticipating a lunar eclipse while his single mother Susan (Linda Harrison) off-screen was calling him to bed; after the title screen, a mysterious column of bluish white light from outer space beamed down upon the Gulf of Mexico and a group of dolphins became excited off the western coast of Florida

10 Year-Old David (Barret Oliver) At His Telescope

A Column of Bluish-White Light Shining Down on the Gulf of Mexico

Dolphins Excitable in the Ocean
  • a close-knit group of six friends (three couples) - all geriatric seniors from Florida's Sunny Shores retirement home in St. Petersburg, FL, were introduced as they returned from a grocery shopping trip in Ben's 1962 Cadillac Fleetwood 60 Special: poor-eyesighted, gruff Ben Luckett (Wilford Brimley) and his wife Mary (Maureen Stapleton), Joe Finley (Hume Cronyn) with terminal cancer and his wife Alma (Jessica Tandy, Cronyn's real-life wife), and Bernie Lefkowitz (Jack Gilford) with his dementia-suffering wife Rosie or "Rose" (Herta Ware); a seventh individual was a close friend - debonair ex-naval officer and widower Arthur "Art" Selwyn (Best Supporting Actor Oscar-winner Don Ameche), who was flirtatious with perky, red-headed Bess McCarthy (Gwen Verdon), the senior-aged retirement home's dance instructor
Ben, Joe, and Art Trespassing and Swimming in an Indoor Pool in the Poolhouse of an Unoccupied Home
  • three of the mischievous male seniors: Ben, Joe, and Art, regularly snuck away from the retirement home to go swimming, by trespassing into a neighbor's indoor swimming pool (in a poolhouse); they squeezed through a metal gate to enter the grounds of the lavish property - an abandoned, poorly-guarded, unoccupied home (later discovered to be tied up in an estate for over three years)
Four Vacationing "Cousins" - Requesting the Rental of Jack Bonner's Charter Boat

Walter (Brian Dennehy)

"Kitty" (Tahnee Welch)

(l to r):"Doc" (Mike Nomad) and "Pillsbury" (Tyrone Power, Jr.)
  • struggling St. Petersburg, FL charter boat operator and tour guide Jack Bonner (Steve Guttenberg), who had just been stiffed by a disgruntled customer after a trip on his boat (MANTA III) and was overdue on his dock rental payment, was approached by a well-dressed quartet, led by middle-aged Walter (Brian Dennehy); to Jack's utter surprise and joy, his boat was hired for underwater dives for an entire month (27 days); Walter's three associates included bearded "Doc" (Mike Nomad), handsome "Pillsbury" (Tyrone Power Jr., the son of the actor Tyrone Power) and the gorgeous "Kitty" (Tahnee Welch, daughter of Raquel Welch, in her first US film); Walter had detailed underwater configuration maps of his dive spot and the ocean floor; they were created by heat-sensitivity using a new radar-process that had recently been developed by the Japanese
  • during their next trek to the swimming pool, the threesome of seniors (with Ben's grandson David) overheard a real estate agent speaking to the four strangers who had rented Jack's boat; Walter called his vacationing group "cousins" and agreed to rent the property "as is" for 26 days for $7,500 dolllars/month, stressing: "As long as there's a swimming pool, we have everything we need"; the seniors realized that the pool's clubhouse would be closed off to them, and Art mentioned how it wouldn't be the same if they received permission to use it: ("It wouldn't be fun if we had permission")

Oyster-Shelled "Cocoons" Brought Up Onto Jack's Boat During Gulf of Mexico Dives - Spied Upon by the Three Seniors
  • during their first scuba dive to the ocean floor on Jack's boat, Walter and his crew brought up to the surface four enormous, weird, oyster-shelled, barnacled or rock-like "cocoons" from the ocean floor off the coast; with his two pals, Ben spied upon Jack's boat after it docked as some of the objects were unloaded, and speculated that they might be involved in drug-peddling; the "three harmless old men" decided to keep swimming at the pool and take a "risk" wondering if their neighbors were possibly dealing drugs
  • the next time the three seniors illegally ventured over to the pool to swim, they noticed four of the "cocoons" at the bottom of the pool; obviously, the group of strangers were depositing and storing the shells in the luxurious indoor swimming pool inside the pool-house of the home they had just rented in St. Petersburg
  • [Note: It was not evident at this point that each of the four "cocoons' housed an immortal Anterean alien, and that the ancient ruins on the bottom floor were the remains of the lost mythical civilization of Atlantis settlement that sank underwater 10,000 years earlier; the cocoons held the remains of twenty Anterean aliens, all ground crew-members, who had to be left behind.]
  • in a life-inspiring scene, the older gentlemen discovered that for some reason, they were rejuvenated with a "life force" while swimming in the cocoon-filled pool; they remarked that they felt "great" and "tremendous" - and "ready to take on the world"; they splashed each other and exhibited wild antics on the diving board, with no idea that the 'rocks' were having a positive effect upon them; as they jauntily walked back to the retirement home, Art sang: "I'm in the mood for love, simply because you're near me"; as a result, the men exuded vitality, passion, and increased libido - and all of them admitted that they had newfound erections; Ben admitted that he was as "hard as a rock"; Art asked him: "You, too? You got a boner, too?", and Ben proudly described his boner: "Blue steel. Cat couldn't scratch it," while Joe quipped: "I thought I was the only one"

Joe to Alma: "I'm wide awake"

Alma to Joe: "What's wrong?"

Joe and Alma Getting Together in the Same Bed

Late at Night, Bess Was Interrupted Watching The Gay Divorcee (1934) on TV

Art On One Knee at Bess' Doorstep Serenading Her with "Some Enchanted Evening"

Bess Shocked to be Given a Fresh Bouquet of Flowers by Art
  • as a result of their swimming, that evening, each of them had a renewed romantic spunk toward their wives and fellow retirement home residents; Joe looked longingly over at his wife Alma as they bedded down for the evening and told her: "I'm wide awake" but Alma worriedly asked: "What's wrong? - Joe replied confidently with a big smile: "Not a thing" and invited her over to his bed; she happily obliged
  • to romantically impress retired showgirl Bess McCarthy, Art visited her late in the evening; he interrupted her watching Ginger Rogers and Fred Astaire (in their second picture and first starring roles) doing the "Continental" in their movie The Gay Divorcee (1934); he brought Bess a bouquet of flowers and serenaded her, getting down on one knee at her front doorstep, with Rodgers & Hammerstein's "Some Enchanted Evening" from their 1949 musical South Pacific; meanwhile, Ben entered his bathroom and seductively asked his giggling wife Mary (off-screen) in the shower: "Want a piece of candy, little girl?"
  • the next day - the morning after - the three elderly women suspiciously acted silly, dreamy-eyed, distracted, and euphoric as they played Mah Jong; the fourth game player, who easily won the current round, observed: "You're all off in another world or something"
  • the next morning as the spirited male trio met together to hurriedly walk over to the pool with greater vigor than usual, Joe asked: "Do you think there's cocaine in that pool?"; before jumping in, Art also thought: "What if we OD?" Ben suggested that they "keep an eye on each other - I'll watch him. You watch him. You watch me"
  • during their next night-time dive, Jack became suspicious of the group's high-tech radar equipment (with blinking lights) on deck and briefly electrocuted himself; he also expressed curiosity about the wrappings on the cargo below deck; as Jack flirted with Kitty, one of the young retrieval team members, she told him that the cocoons were a secret, but then reluctantly claimed that they were rare "giant snail-shells" (Nerita peloronta) bound for a museum in Orlando; when he dropped a heavy tank on his left foot, she gently massaged it and relieved him of the pain
  • Jack - who had been developing an infatuated attraction and curious interest in Kitty - asked if she was available and/or interested in the other two younger men - she replied: "I'm not involved with anyone"; and then she cautioned: "I'm not like the other women you've known"; she paused when he mentioned his intent: "I'd just like to get to know you as a human being"
  • with Joe's revitalization and increased energy and health, his doctor was astonished to report that miraculously, his cancer was in complete remission
  • a large group of the newly-reenergized seniors with their wives/dates dressed up to go out for a night of ballroom dancing in the city's Coliseum; in the film's most romantic sequence, the dashing Art and glamorous Bess danced together to the New Yorkers' "big band" (led by Charles Voelker) playing of "Dancing in the Dark"; Joe's vitality - and roaming eye toward other women - caused some concern for his wife Alma; Bess was hesitant about her rapid romance developing with Art: "Everything's happening so fast" after their previous night together
  • back on the boat, Jack found himself peeping and spying upon Kitty as she undressed in a boat cabin, and he asked himself: "Reduced to a goddamn Peeping Tom now, Bonner? It's embarrassing"; but then as Kitty stripped, he suddenly realized that she was an alien life form when she removed her human skin mask; he was aghast: "Holy s--t"; he was confronted by the group of four and he held them off with a bunsen burner, claiming: "She's not normal. There's something very abnormal about her!"
Kitty Removing Her Human Skin Mask - Revealing Herself as an Alien Antarean Life-Form In Jack's Boat Cabin as He Spied On Her
  • Walter pulled down a flap of his skin under his eye and revealed that he was also an alien: ("It's hard to know who to trust, isn't it, Jack?"); Jack freaked out and jumped off his boat to swim back to the coast, but out in the open water, he reconsidered swimming all the way to the shore: ("I'm in the water, far from shore. It's at night, and they've got my boat. S--t"); he was rescued when thrown a life preserver
  • when back on board, Jack continued to threaten the aliens: "And if you try to eat my face off or take over my body, you're gonna be very sorry, mister! You're gonna be very sorry!"; Walter was aghast: "Face-eating, Jack?"; when Jack finally calmed down a bit, Walter explained that all of the group members were benevolent extra-terrestrial aliens from the planet of Antarea who had settled an Atlantis outpost on Earth about 100 centuries earlier; the aliens had to abandon and evacuate their settlement when there was the "first upheaval," and it sank to the ocean floor; they left 20 "ground crew" members behind - encased in the cocoons in a state of suspended sleep; he then asked Jack to help in their recovery effort to locate the remainder of their fellow alien friends before leaving; Jack agreed: "None of this is bad for America, I guess"
  • during their next swimming escapade, the old guys at the pool had invited shy and timid Bernie to join them, but he declined to swim; when Walter and his group returned to the rented property from a dive to deposit more cocoons in the pool, the seniors hid in the pool's changing room; they watched from behind the slatted door as the group of aliens removed their skin masks, revealing golden glowing bodies underneath and how they could move unhindered through the air; the sight of the golden creatures scared off the elderly group who fled in horror
Alien Life Forms Revealed at the Pool to the Elderly Men - Who Fled in Shock
  • back at the old folks' home, the two orderlies Lou Pine (Jorge Gil) and John Dexter (Clint Howard, Ron's brother) were disbelieving of their wild tales of skin-shedding aliens (Art: "There are things from outer space next door"); Alma defended her ailing husband Joe and demanded that they call the police
  • the next morning, the amiable Walter was questioned by an officer at the residence, and promised not to press charges against the trespassing seniors if they agreed to respect his privacy; without the use of the pool, the seniors began to lose the restorative effects of the pool water; in the group, cancer-suffering Joe was showing signs of exhaustion and a return of symptoms; Ben volunteered to speak to Walter to seek permission to continue to swim in the pool; at the property, Ben stated: "There's something in that pool out there that a friend of ours just has to have" - to save his life; Walter tried to explain his own predicament: "I'm trying to save 20 lives, and I'm running out of time...Every 10,000 or 11,000 years or so, I make a terrible mistake. The last one was when I picked what you call Atlantis as our base here on Earth"; the elderly group was given permission by the kindly Walter to continue their pool use, but were told to keep silent about the cocoon-pods, and to not touch them
  • the next time the group went swimming, the three wives were invited plus Bess; as they walked over to Ben's 1962 Cadillac, Ben's wife Mary was adamant: "I, for one, don't believe this alien crap at all," although Alma firmly said she believed in her husband Joe's word; after Mary called Alma "gullible" about all the alien-talk, she also joked: "Let's meet the aliens"; Bernie refused to have Rose join the group: "You're playing with fire over there...Rose and I will never set foot over there again. Nature dealt us our hand of cards, and we played them. Now, at the end of the game, suddenly you're looking to reshuffle the deck, huh?"
  • over time, the seniors benefitted from the pool's energy; Joe's cancer again improved, and Ben easily passed his DMV eye-exam that he had flunked earlier; as the group entered a late-night disco dance club, Michael Sembello's "Gravity" accompanied a montage of the elderly folks acting like envigorated youngsters, showing energy in Bess' dance class, climbing trees, and some passionate kissing between Art and Bess; on the dance floor with her, after he was called a "grandpa," Art proved them wrong by performing an amazing solo break-dancing scene to impress Bess, and ended with a salute to the appreciative younger audience
  • the expression of their youthful capabilities (their "rejuvenation") didn't escape the notice of other nursing home residents, and Pops (Charles Lampkin) asked: "Your wife been climbing trees for a long time?"
  • after a late-night swim at the dock with Kitty, an amorous Jack hinted if she ever thought of having sex, but she told him it was an impossibility with her: "Well, not the way you think about it. I mean, I can't"; she described how Antareans expressed affection: "We share ourselves...Do you want to try it? It's very fulfilling"
  • at the life-giving swimming pool during skinny-dipping, the naked Kitty ordered Jack back when he slowly approached toward her: "Don't touch me...Go to the other side of the pool"; he complained: ("I hope you're not gonna take your skin off, because I really like skin on a woman"); she sent him her energized orgasmic light in the form of a golden burst of light energy that zapped around the room until it targeted Jack; it collided with his chest and caused him to light up without physical touch; he exclaimed: "If this is foreplay, I'm a dead man" - the scene immediately cut away before anything further
Jack to Kitty: "If this is foreplay, I'm a dead man"
  • the retirement home folks were unable to avoid bragging and showing off their youthful capabilities, after a game of bowling that earned Joe a trophy; Ben tried to remind him: "I promised Walter we'd keep it a secret, and look at this," but Joe sarcastically joked: "Let's not have too much fun, everybody"; as the rest of the group returned home ("Talk about wet blankets!"), Joe opted to stay out late (without Alma) and revisited the Woolworth's store diner-counter to walk off arm-in-arm with one of the waitress-servers
  • as Joe returned home in the middle of the night, he watched as his devoted wife Alma (who had been with him during his traumatic cancer diagnosis) vacated their apartment and was leaving a note on the door; she knew of his affair and had decided to break off their marriage
  • Joe confronted Alma and accused her of "overacting," and then blamed the pool and its miraculous waters; Alma reminded him of past dalliances: ("It's not the first time...I knew, I always knew"); she left him to move in with Bess: ("I'm happy you're going to live, Joe, but I've got to live, too")
  • the next day in the retirement home's dining area, Bernie and Joe became contentious and argumentative with each other, about Bernie's hard-headed stubborness about not taking his frail, sick and ailing wife Rose to the pool; Bernie loudly criticized Joe's indiscretions: "Your marriage is what's terminally ill now!", and how Joe wasn't acting age-appropriately: "I don't want to be young again. Your life is a mess because of the fountain of youth! I don't care how healthy you think you are!...We don't want any part of that god-damn pool house! You can keep the god-damn fountain of youth!. No wonder your wife has no use for you!"; with newfound strength, Joe reacted violently, and punched out the two orderlies who were trying to restrain him and contain his anger
  • their public altercation disclosed the secret of the pool to Pops and the other residents, ultimately fulfilling Ben's earlier threat; the pool was immediately stampeded and inundated by many more swimmers; Walter was alerted and arrived, yelling "Stop" to a few of the residents who were trying to crack open one of the cocoons: "Everybody out! You have no right to be here. You are trespassing here. Put down the cocoon!"; after threatening to call the police, the poolhouse was emptied and the seniors were ejected from the property
  • Walter found that the reckless behavior of the retirement home residents had badly damaged the cocoon; the cocoon was opened, revealing the last few moments of life of an emaciated alien in the pod - one of the ancient ground-crew Antareans; Walter was saddened (with unexpected tears) by the alien's death; he also realized that the trespassers had unwittingly drained all of the life-giving, revitalizing qualities of the nearby magical swimming pool (designed to rejuvenate all of the Antareans in the cocoons): "All this time to energize the pool. Now the life force is completely drained from the water. I'm not gonna be able to bring them back"; he knew that the rest of the cocoons would not survive the trip back to the planet of Antarea, and opening any more of the remaining cocoons would lead to more deaths
  • due to dementia and respiratory failure, Bernie sadly discovered his wife Rosie dead in her bed; desperate to revive her, Bernie carried her in his arms over to the non-functioning life-giving pool near the Florida retirement community; he was completely stricken with guilt over earlier forbidding his wife to sample the pool's power out of fear and timidness; he asked the Antarean leader Walter: "Can you help me? I have to do something for her. She - she's..." and was coldly told that the pool was useless: "The pool doesn't work anymore. It's too late." Bernie vainly offered: "I'll give you everything I've got." Walter: "I'm sorry, Bernie, I wish I could help you. It's just too late." Bernie sobbed over her: "Rosie, oh, Rosie!"
Husband Bernie's Failed Attempt to Revive Rosie in the Pool
  • Ben ventured over to Walter's rented property to seek forgiveness for their abuse of the pool and Walter's trust in them; Walter revealed that he was saddened that the remaining 18 cocoons (a second one hadn't made it) wouldn't survive the spaceship flight back to their planet; he had also run out of time to take the remaining cocoons back to the ocean floor for safekeeping where they could be picked up during a future mission; an Antarean spaceship was due to arrive the following night to take them back home
  • Ben, Mary, Joe, Alma, Bess, Art and Jack (plus the Antarean crew) worked together to return the remaining cocoons back to the Gulf's ocean floor that same evening and early morning, to restore the strength of the cocooned "ground crew" until they could be rescued later
  • as a grateful reward for their support and help, the group plus about 30 more of their retirement home friends would be given the choice (with a leap of faith) to return with the angelic aliens to their unknown planet, where they would become immortal (never grow old or die or suffer from pain and disease) - "You and your friends seem to want what we've got. Well, we have room for you"; he also added: "You would be students of course, but you'd also be teachers. And the new civilizations that you'll be travelling to will be unlike anything you've ever known. But I promise you, you will all lead productive lives"; to Ben's question: "Forever?", Walter replied: "We don't know what 'forever' means"
  • while fishing alone with David and facing the end of his life, Ben briefly described in a 'death speech' that he had accepted the Antarean offer to "go away" forever to "outer space" to another planet with Mary; while standing knee-deep in water, he told David what he would gain in an idyllic afterlife: "When we get where we're goin', we'll never be sick, we won't get any older, and we won't ever die"; he mostly regretted that they could never visit with each other again; he described what he would most miss on Earth (grandsons, fishing holes, baseball games and hot dogs, etc.)
  • soon after, Ben's tearful wife Mary delivered an emotional, unexpected goodbye to her daughter Susan and to her grandson David; as Mary and Ben drove off, knowing that their decision meant that they would never see family members again, Ben declared that he didn't mind 'cheating mother nature' a little
  • before their departure date and lift-off, Art closed his bank account (and gave away $100 bills to strangers on the street) while the unfaithful Joe visited Bess' place, and repentantly reconciled with his estranged wife Alma: ("They say if we go with them, we'll live forever. And that's good. It's probably gonna take you an eternity to forgive me. I'm sorry. I guess I've been ridiculous. I am sorry. I love you. You're my whole life. I wanna go. But if it's a choice of only six more months here with you or living forever all by myself, well, I'll take the six more months here with you. I don't want to live forever if you're not gonna be with me"); Art also married Bess as another large step forward
  • in the film's finale set late at night during a total lunar eclipse, the Sunny Shores community home was emptied of seniors as they left the facility; they snuck out past one of the orderlies who had fallen asleep on the job in front of a TV airing Laurel and Hardy's comedy The Flying Deuces (1939)
  • while at his window to watch the eclipse, a saddened David was asked to divulge to his suspicious mother Susan what her parents (his grandparents) had told him, but he refused due to his promise to Ben; meanwhile, the large group boarded Jack's boat at the dock to await a rendezvous with the returning Antarean spacecraft out in the Gulf; one of the few to remain on Earth was the newly-widowed Bernie, with no regrets, as he said goodbye to his friends at the dock: ("I just wanted to tell you I hope you find what you're looking for....This is my home. This is where I belong")
  • when Susan went inquiring about her parents at Sunny Shores with David, it was discovered that most of the rooms were vacant; the residents had placed pillows in their beds to fool the orderlies; during the search by the authorities around the grounds, David fled to the dock to join his grandparents on their "outer space" trip; the boat's departure was slightly delayed by a leaking fuel injector (fixed by Jack plugging the leak with Silly Putty), but David was able to jump from the dock onto the boat just as it pulled away; the Coast Guard was called and alerted to a suspected case of "kidnapping" of senior citizens and a young boy: ("A lot of old people aboard, a kid, some in wheelchairs"); an Air 21 helicopter broadcast a warning to Jack: "This is an order. You are endangering the lives of your passengers. Cut your engines. We are coming alongside to board your vessel..."; on a Coast Guard vessel nearby, Lieut. Spark of the St. Petersburg Police Dept. issued the same warning
  • after David's mother on the Coast Guard vessel called out to David, he gave a quick hug to Ben and Mary, and then jumped into the water to join her; there was a shout of "Man overboard!"; David yelled back to his grandparents: "I'm OK! I'm not scared! Get going!"; during the chaotic distraction, David had to be rescued by the Coast Guard, allowing time for the Manta III to escape in the opposite direction; the pursuit and intercept were interrupted by a dense fog that conveniently rolled in with zero visibility and the end of readings on radar; the Coast Guard chase was called off
Descent of the Spaceship to Pick Up the Seniors -
Raising Up The Entire Charter Boat Into the Antarean Alien Spacecraft
  • Jack was able to successfully transport his boat-load of 30 senior-astronauts in addition to the three main couples (with the four Antareans) far out into the Gulf to their awaiting spaceship; the cloud's cleared above the boat; after receiving a large cash payment from Walter for the use of his boat, and after kissing Kitty goodbye ("You don't know how close I came to buying a ticket"), Jack shouted out to Kitty and everyone: "May the Force be with you"; he then jumped overboard into an inflatable raft and watched as everyone was literally taken upward in his boat - in a tractor-beam - into the light of the Antarean vessel (and its afterlife) before it departed for Antarea
  • the concluding scene was a beachside funeral for the missing elderly residents - presumed to have died in a "tragedy at sea"; the minister offered a final assurance: ("Do not fear. Your loved ones are in safekeeping. They have moved on to a higher expression of life, not life as we know it, but in the spirit everlasting. Our loved ones are in good hands, for now and forevermore"); during his words, dry-eyed grandson David looked skyward with a knowing smile that his elders had been saved

David's Knowing Smile During the Funeral Service - as He Looked Heavenward

Film's Final Image: The Alien Spaceship Approaching the Glowing Antarean Planet
  • in the final image, the spaceship appeared to be approaching its destination - the bright and glowing Antarean planet

Sunny Shores Retirement Community in St. Petersburg, FL

Ben Luckett (Wilford Brimley) and Wife Mary (Maureen Stapleton)

Joe Finley (Hume Cronyn)

Bernie Lefkowitz (Jack Gilford) with Wife Rosie "Rose" (Herta Ware)

Arthur "Art" Selwyn (Best Supporting Actor Oscar-Winner Don Ameche)

Bess McCarthy (Gwen Verdon) - The Home's Dance Instructor

Struggling Charter Boat Captain Jack Bonner (Steve Guttenberg)

Four Cocoon Pods Stored in Swimming Pool in a Rented St. Petersburg Property

Rejuvenated Swimming and Diving For Three Geriatric Seniors From a Retirement Home

Revitalized After Swimming - The Three Senior Men Noticed That They Had Erections

Jack - Suspicious of the Onboard High-Tech Equipment

Kitty Claiming to Flirtatious Jack That the "Cocoons" Were "Giant Snail-Shells"

Kitty Massaging Jack's Injured Foot

Art & Bess Ballroom Dancing to "Big Band"

Jack Confronting the Group: "She's not normal" - After Seeing Kitty's Alien Form

Old Folks Watching Behind Pool Door as the Aliens Shed Their Human Mask-Skins

Two Skeptical Orderlies Back at the Retirement Home

Art's Salute at the End of His Solo Break-Dancing Sequence

Jack's Sexual Interest in Kitty

Kitty's Expression of Affection to Jack in the Pool During Skinny-Dipping

Alma's Rebuke of Joe For His Youthful Unfaithfulness

Bernie's Criticisms of Joe About Not Acting His Age Due to the Poolhouse and Its Pool

The Destructive Stampede to the Poolhouse By Dozens of Other Elderly Residents

Art, Ben, and Joe Attempted to Evacuate the Pool

Damage To One of the Cocoons

Walter's Command: "Everybody out!"

Death of One of the Emaciated Aliens In the Damaged Cocoon - An Ancient Antarean (Ground-Crew Member)

Some of the Elderly Residents Helping to Return the Remaining 18 Cocoons Back to the Gulf's Floor

Walter's Offer of Immortality - A Trip to the Antarean Planet

Sad Goodbye Scene Between Ben with His 10 Year-Old Grandson David

Mary's Goodbye Scene with Her Daughter Susan (Linda Harrison) and to Grandson David

Joe's Apology to Alma

Another Big Decision - Art and Bess Get Married

Jack's MANTA III Boat Chased by the Coast Guard


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