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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.

Louis Winthorpe III is a successful Philadelphia commodity broker with mansion, manservant and girlfriend to match. Billy Ray Valentine is a hustling beggar. Winthorpe’s employers, the elderly Duke brothers, make a bet that by switching the lifestyle of the two Billy Ray will make good and their man will take to a life of crime. Suddenly Louis finds himself uncomprehendingly with no job, no home and only a new acquaintance, glamorous hooker Ophelia, prepared to help him. So at least in one way things could actually be worse.

Angelo “Snaps” Provolone made his dying father a promise on his deathbed: he would leave the world of crime and become an honest businessman. Despite having no experience in making money in a legal fashion, Snaps sets about to keep his promise. He is faced with numerous problems: henchmen who know nothing but crime, the police who are convinced he is hatching a master plan, and Oscar, who has just got his daughter pregnant.

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…