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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.

Scientist Jan Benes, who knows the secret to keeping soldiers shrunken for an indefinite period, escapes from behind the Iron Curtain with the help of CIA agent Grant. While being transferred, their motorcade is attacked. Benes strikes his head, causing a blood clot to form in his brain. Grant is ordered to accompany a group of scientists as they are miniaturized. The crew has one hour to get in Benes’s brain, remove the clot and get out.

Professional daredevil and white-suited hero, The Great Leslie, convinces turn-of-the-century auto makers that a race from New York to Paris (westward across America, the Bering Straight and Russia) will help to promote automobile sales. Leslie’s arch-rival, the mustached and black-attired Professor Fate vows to beat Leslie to the finish line in a car of Fate’s own invention. The Blake Edwards style of slapstick and song originated with this movie. A dedication to Laurel and Hardy appears at the beginning of the film. Edwards’ tribute to Stan and Ollie can be seen most clearly in the interaction between Professor Fate and his cohort Max, as well as in the operatic Pottsdorf pie fight.