A man (George Brent) takes passage as ships doctor to follow his estranged wife (Vivienne Osborne) and her lover (Frank Morgan) and befriends the ships nurse (Zita Johann). Meanwhile other passengers also have life changing experiences, including a lady in third class (Alice White) looking to make her way to first class. This film has a series of interwoven plots across the class system on the boat, with the best performance from C Aubrey Smith as the once wealthy industrialist now travelling third class, though well supported by Vivienne Osborne and Alice White.