<P> 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 next door . 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 begin to let the advantages of the pool take hold as they are relieved of their ailments . </P> <P> Meanwhile, 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 lifeforce energy with him . </P> <P> The other retirement home residents become suspicious after witnessing Ben's wife Mary climb a tree . Their friend Bernie reveals the secret of the pool to the other residents, who rush to the pool to swim in its waters . When Walter finds them damaging one of the cocoons he ejects them from the property . Later that evening, Bernie finds his wife Rose (Herta Ware) has stopped breathing and carries her body to the pool in an attempt to heal her, only to be informed by Walter that the pool no longer works due to the other residents draining the force in the rush to make themselves young . </P> <P> Walter explains that the cocoons cannot now survive the trip back to Antarea, but will be able to survive on Earth . With the help of Jack, Ben, Arthur and Joe, the Antareans return the cocoons to the sea . The Antareans offer to take residents of the retirement home with them to Antarea, where they will never grow older and never die . Most of them accept the offer, but Bernie chooses to remain on Earth . </P>

Where was the pool scene of the movie cocoon filmed at