A few years ago, producer Anne Macksoud realized that she had become strangely unsettled about the age she had reached.

"I was having a great deal of difficulty dealing with my fifties," she said. "It was just at the age when you start realizing that there's no turning back. I thought maybe a way to do it was to explore this issue with people who were doing it."

In Warwick, N.Y., where she then lived, were people who seemed to be doing it just fine. Dutch-born artists Frederick and Claske Franck, who had turned an 18th-century grist mill into an arts center and sculpture garden called Pacem in Terris, were in their eighties. Actor Richard Kiley, 77, and his wife, Patricia, parents of six children, also were neighbors and friends. Soprano Shirley Verrett, 67, now living in Ann Arbor, Mich., and teaching at the University of Michigan, lived there then too. They were all well into what Americans like to call their "senior" years.

Macksoud's frequent co-producer, John Ankele, was her same age -- both are now 57. He lived in New York City in an apartment building that was also the home of 93-year-old Leni Sonnenfeld, who was still active as a photojournalist. And they knew of Pema Chodron, in her sixties, the abbot of Gampo Abbey in Cape Breton, Nova Scotia, the first Tibetan Buddhist monastery for westerners in North America.

So Macksoud and Ankele began planning "Grow Old Along With Me" (Saturday at 12:30 p.m. on MPT), an unusual program that uses personal stories and poetry to affirm, and perhaps reassure, that advancing age is an opportunity, not something to be feared.

Kiley persuaded Julie Harris to co-host. Actors James Earl Jones and Hume Cronyn signed on as well, joining the Francks, Sonnenfeld, Verrett and Chodron.

The program begins with Harris's challenge: "We will not accept a negative view of age in this program. We want to challenge a culture that is obsessed by youth."

"Grow Old Along With Me" is the last professional appearance by Kiley, a Tony Award-winner who, although he appears vigorous in the program, had been ill for several years with a blood disease. He died in March, about six months after completing his work on the project.

But Macksoud said before he died he had seen most of the program and was happy with it.

"He said everything he believed was in there," she said.

"He was interested in physics and science," said Ankele. "He was a very philosophical person and probed his own experience and his own psyche to discover truth that could help him face this journey that he was on. He was very courageous, very spiritual. He says [in the program] he doesn't know what he believes, but says he believes it has something to do with love."

Jones, 68, said in an interview: "I don't know why we wait until we get into our senior years to think about mortality. We tend to avoid it -- I suppose it spares one from being morbid. You begin to search your own spiritual reality when you contemplate death."

But Jones, the father of a 16-year-old son, hasn't done much of that, he said. He comes from a long-lived family and attends so few funerals that "I forget how to act. Of the nine uncles and aunt I had, only three are gone."

Jones said he wanted to participate in the project because of his friend Hume Cronyn. (The two star in a CBS movie, "Santa and Pete," next week.)

Cronyn, who lost his wife, actress Jessica Tandy, to cancer, remarks that caring for the dying is a task "I know something about." But Cronyn, who remarried two years ago, also reveals the feisty nature that has kept him working well into his seventies.

"He's a much needed spice in this," said Macksoud. "At one point in the interview, when he was railing, I said, `Maybe this is what fuels you.' He said, `Maybe it is.' "

Macksoud said making the program has helped her come to terms with aging, but said Kiley's participation and death taught her even more.

"I feel much better about all of it, especially knowing Richard and seeing how he didn't shrink away from his death," she said. "He expressed his fears, but he was not afraid.

"There's nothing that comes up that I don't smile and think of something those nine guides said. We hoped that [the program] will be helpful, that it shows that [aging] will be all right."

The show will not be every viewer's cup of tea, but it was for John T. Potthast, MPT's executive-in-charge of the production, who saw the still uncompleted program the day before his 50th birthday (he'll turn 51 on Dec. 3).

"The first time I watched it, tears poured down my cheeks," he said. "I was incredibly moved. Hume Cronyn reading that poem still brings a tear to my eye when I watch it, and I have seen it at least 25 times. It still chokes me up."

Potthast, too, had been concerned about changes in his life. "I have the over-forty eyes. Sleep patterns change. When I was in my twenties and thirties, I was able to keep a much more active schedule, and now I find my body's not collaborating. When Shirley Verrett says she was coming to the realization that she's not going to be able to sing forever and she thought teaching was a way for her to pass on her gift, that sort of struck a chord."

With advancing age, he said, comes a look ahead as well as a glance back.

"Turning fifty, retirement doesn't look that distant," he said. "You start to think about what you've accomplished during your professional life; you start to think about what goals you still want to achieve; you start to think, what's next? When you're at the start of a career in your twenties and thirties, you're very goal-oriented; when you're fifty, those goals start to come back to you: Well, did I accomplish those things, and if I didn't, can I live with it? Do you set new goals? It really is sort of a time for thinking about where you've been and where you're going.

"One of the other reasons that the program appeals to me is that you begin to empathize with your parents -- you start to appreciate your parents more, you start to see the wisdom that is there. So in watching it as a person of fifty, you're seeing what lies ahead with you and what roads have been traveled by your parents and what lies ahead for them."