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| Noel Coward | Capt. Edward V. Kinross |
| John Mills | Ordinary Seaman Shorty Blake |
| Bernard Miles | CPO Walter Hardy |
| Celia Johnson | Alix Kinross |
| Kay Walsh | Freda Lewis |
| Joyce Carey | Katherine Lemmon Hardy |
| Michael Wilding | 'Flags', Second Lieutenant |
| James Donald | Doc |
| Richard Attenborough | Midshipman |
Co-directors David Lean and Noel Coward (in his sole filmmaking effort) created this patriotic World War II drama under the auspices of Great Britain's Ministry of Information. After the sinking of the HMS Torrin during the Battle of Crete in 1941, the ship's survivors -- including Captain Kinross, Chief Petty Officer Hardy and Seaman Blake -- recall their tour of duty in flashback while awaiting rescue in lifeboats being strafed by German airplanes.
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