Art, Ben and Joe are back! So are their wives and good friend Bernie in their first adventure since their last! Five years since the senior citizens blasted off into space with the Antareans return to earth because their alien friends have to collect the rest of the cocoons in the ocean, believed to be in danger from an earthquake. Ben and Mary visit their family, while Art and Joe visit Bernie, whos still hangin on. Art, Ben and Joe had forgotten what it was like on earth and immediately begin to feel their weaknesses, except for Arts wife whos pregnant! Meanwhile in the ocean, a biologist company snatched a cocoon out of the ocean and are doing research on it...