Cliff Henderson and his family are traveling aboard the SS Claridon en route to Japan. She is an old ship on her fifth and last voyage before heading to the scrap yard. An explosion in the engine room weakens the hull and the ship is now taking on more water than the bilge pumps can deal with. The captain seems to have difficulty accepting that his ship will sink. Cliff's wife, Laurie, is severely injured and trapped under a fallen steel beam in their cabin. While the men in the engine room work frantically to shore up the hull, Cliff tries to free Laurie from the wreckage with the help of one of crew member Hank Lawson.