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Frank (Hume Cronyn) and Faye Riley (Jessica Tandy) are an elderly New York City couple living in a depressed part of town. There, they run a diner as well as an apartment building, which is home to a poor but friendly group of people. One day, Frank and Faye learn that a property developer wants them to sell the apartment. When they refuse, their diner is vandalized. However, Frank, Faye and their tenants are aided by mysterious flying saucers, which help them repair the diner and fight back.