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While escorting a covoy during the Second World War, Royal Navy cruiser the HMS Apollo, commanded by Captain Armitage (Clive Brooks), is nearly lured into a German U-Boat ambush using a refugee ship as bait. However, the plot is foiled by the arrival of a North Sea Patrol ship. The Apollo's adventures are not over yet, though, for German pocket battleship Deutschland is en route to destroy the convoy. It is up to the Apollo and her crew to make a valiant last stand and endure the Deutschland's fire long enough for the convoy to get through.