 In a lifeboat during World War II, survivors from the freighter torpedoed by a U-boat huddle together including columnist Constance Porter (Tallulah Bankhead), the ship s engineer Kovac (John Hodiak), radio operator Stanley Garrett (Hume Cronyn), nurse Alice MacKenzie (Mary Anderson), millionaire Charles  Ritt  Rittenouse (Henry Hull), seaman Gus Smith (William Bendix), steward Joe (Canada Lee), and Mrs. Higgins (Heather Angel), a hysterical Englishwoman holding her dead baby. After the baby is buried at sea, the mother drowns herself. Though the inhabitants of the lifeboat come from vastly different backgrounds, they quickly set aside the social and economic differences that divide them in a united effort to survive. A German seaman Willi (Walter Slezak) is picked up out of the sea and Constane interprets for him. Willi suggests in German the direction toward Bermuda. During a crisis, he shouts at them in English. He was the U-boat commander. Willi has a compass and is strong enough to row them to a German supply ship The others allow him to take command of the boat, their only hope of survival is to be rescued by a German supply ship, which will presumably take them straight to a concentration camp.