The lifeboat, designed for nine people, begins with 28 (27 people and a dog), some in the boat itself and some in the water tied to the boat. Captain Paul Darrow (Laurence Naismith) is severely injured and dies of his wounds after handing command to Alec. During the night, one of the passengers in the water, Edward Wilton (Austin Trevor), is found dead and released into the ocean. Deck officer Frank Kelly (Lloyd Nolan), also severely wounded, tosses himself overboard and begs Alec to do what he must so that the strong will survive. As a storm approaches and Alec feels he has no other options, he begins putting passengers in the water. First to go is Ruth Spencer (Clare Austin), feverish and suffering from gangrene in her arm. Able-bodied executive officer Will McKinley (Stephen Boyd) puts himself in the water in order to stay with her. Next to go are George (Ralph Michael) and Jan (Jill Melford) Kilgore, George having swallowed fuel oil and Jan having broken ribs. However, their young son Peter (Meurig Wyn-Jones) is allowed to remain. Seasick playwright Aubrey Clark (Noel Willman) is fifth to go, and he is followed by his dog Bubba, who jumps in the water to be with him. Elderly opera singer Dorothy Knutson (Marie Lohr) and 18-year old Mickey Stokes (Colin Broadley) are next, followed by John Merritt (Gordon Jackson) who has two broken wrists. As Merritt fights to stay aboard the lifeboat, John Hayden (David Langton) falls in the water with no life preserver. When Michael Faroni (Eddie Byrne) attempts to force Alec to go back and pick up the jettisoned passengers, he is shot in the abdomen with a flaregun, but not before he throws a switchblade into Alec's right shoulder. Altogether, 14 go into the water, leaving 14 still on the lifeboat. These 14 include nurse Julie White (Mai Zetterling), communications officer Jimmy 'Sparks' Clary (John Stratton), Edith Middleton (Moira Lister), Major General Barrington (Clive Morton), Solly Daniels (Ferdy Mayne), 'Cookie' Morrow (James Hayter), Willy Hawkins (Victor Maddern), Daniel Cane (Moultrie Kelsall), Sam Holly (Orlando Martins), Aussie 'Digger' Smith (John Gray), Big Joe Wolsek (Danny Green), and Mario Pasquale (Derek Sydney), plus Alec and young Peter Kilgore.