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Meet Art, Ben and Joe. Three simple, aging senior citizens who like to swim in an unguarded swimming pool next door from the old folks home they live in. So one day when they go swimming, they feel energized and “ready to take on the world!” What they don’t know is that the pool was recently bought by four alien Antereans incognito as humans. Art, Ben, Joe and their friends soon discover this and offer to help the Antereans return the cocoons back to Antarea and as a reward, they offer something magnificent.

A young boy is found wandering without any memory of who he is. A family takes him in and begin to look for clues to help him find his way home. In the meantime, they notice that the boy seems to have certain special abilities, not usually found in kids his age, or even fully-grown adults.

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, who’s still hangin’ on. Art, Ben and Joe had forgotten what it was like on earth and immediately begin to feel their weaknesses, except for Art’s wife who’s pregnant! Meanwhile in the ocean, a biologist company snatched a cocoon out of the ocean and are doing research on it…

Chased by school bullies, reprimanded by his father for daydreaming too much Bastian is lost in his own world. Bastian escapes school bullies one rainy day by hiding in an old used book store. After explaining his predicament to the old clerk Bastian notices a large leather bound book with a symbol of two snakes intertwined into an emblem. Soon after the clerk warns Bastian that this book is not for him Bastian, rushes away with it “borrowing” it, while the clerk is in another room. Taking refuge in the attic of his school Bastian opens the book, and a world of fantasy. Learning that the wonderous, beautiful land of Fantasia is being destroyed by a terrible “Nothing” Bastian is taken deeper into the story. Soon discovering the ChildLike Empress is deathly ill, the cause; she needs a new name. A young warrior named Atreyu is called and Bastian follows his adventures, unknowing that he, himself is slowly being written into the mysterious book. Soon realizing that he is now written in the book Bastian realizes that the only one who can save Fantasia is him.