An ocean liner goes down during WWII and a number of passengers survive and establish a civilization under the sea in the wreck. The film starts out good but then begins to wither. Too many little subplots are injected into the story, which sink it. (No pun intended) It begins to take on a Voyage to the Bottom of The Sea TV series episode type plot and the chilling Twilight Zone potential of the picture is lost. Christopher Lee does a superb job as the ship captain and is the film only really interesting character. A man who has gone from captain of the ship to absolute God in his underwater kingdom. The other characters particularly the Navy personnel who discover the wreck are weak to say the least. John Carradine co-stars as a silent film star who was aboard the liner when it went down and is now revered by the younger generation as one of the `Elders' Frank Gorshin is also aboard as the captains sinister law enforcer.