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...

Producers Richard D. Zanuck and his wife, Lili Fini Zanuck, co-owned the rights to the sequel with 20th Century-Fox. Initially opposed to the concept of a second film, they only went ahead with it out of a need to preserve the integrity of the original. As it transpired, Lili, who was very much opposed to doing a sequel, had only nominal interest as she was busy prepping her own directorial debut, Rush (1991).

Ruby:
You know, when you want to, you can sure do a good impression of an old fart.

Continuity: When Bernie tries to hang himself, the rope is in front of his left ear in close-ups and lower, around his neck, in the longer-distance shot.