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Gloria (Jane Fonda) is a young woman of the Depression. She has aged beyond her years and feels her life is hopeless, having been cheated and betrayed many times in her past. Fantasizing about movies, she sees herself as an actress and decides to head for Hollywood, having got the idea from a movie magazine while recuperating in the hospital from a suicide attempt which resulted from another unhappy love affair. Robert (Michael Sarrazin), a desperate Hollywood citizen unsuccessfully trying to become a director, never doubting that he’ll eventually make it. Robert and Gloria meet and decide to enter a dance marathon, one of the crazes of the thirties. The grueling dancing takes its toll on Gloria’s already weakened spirit, and she tells Robert that she’d be better off dead, that her life is hopeless - all the while acting cruel and bitter, alienating those around her, trying to convince him to shoot her and put her out of her misery. After all, they shoot horses, don’t they?

At midnight on New Years Eve the S.S. Poseidon is struck by a 90′ tidal wave and is capsized. The Reverend Frank Scott leads nine Survivors; an elderly couple, Manny and Belle Rosen headed to Israel to see their grandson; A New York detective and his ex-prostitute wife, Mike and Linda Rogo on their second honeymoon to Italy; A young brother and sister, Robin and Susan Shelby going to meet their parents in Greece; A haberdasher James Martin; a pop singer Nonnie Parry, and a waiter from the ship Acres. They travel from the grand ballroom struggling through, steam, fire and rising water in the up-side-down ship to reach the bottom (the propeller shaft), now the top.