A passenger ship, on her way to the scrap yard is pushed to her limits by the new owners to save on the dismantling fees. A tidal wave hits her, flipping her over so that all the internal rooms are upside down. A priest takes a mixed band of survivors on a journey through the bowels of the ship in an attempt to survive.

Starring: Gene Hackman, Ernest Borgnine, Shelley Winters, Carol Lynley, Roddy McDowall, Jack Albertson Directors: Ronald Neame, Irwin Allen