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Albert Poop-Decker (Bernard Cribbins) has taken 8 1⁄2 years and still not qualified as midshipman, but is promoted by the First Sea Lord (Cecil Parker) as England needs officers. He is to join the frigate Venus at Plymouth. Arriving to find the crew all celebrating as they are sailing tomorrow, he visits Dirty Dick’s Tavern.
Mobbed by women in the tavern, he is rescued by serving maid, Sally (Juliet Mills), who wants to go to sea to find her shanghaied boyfriend Roger. She finds that Poop-Decker has not reported to the ship yet and is unknown to them, so in a room upstairs she knocks him out and takes his midshipman’s uniform.
Poop-Decker makes it to the Venus along with a cesspit cleaner named Walter Sweetly (Charles Hawtrey) after being shanghaied by the Venus’ First Officer Lieutenant Jonathan Howett (Donald Houston) and his bosun, Mr Angel (Percy Herbert). They come to when at sea and are introduced to Captain Fearless (Kenneth Williams). Poop-Decker makes himself known but there is already a Midshipman Poop-Decker aboard – Sally, in disguise.