Henry and Ann are a young loving couple who have made a secret pact which they plan on executing at midnight. It involves stowing away on a passenger ship and leaving behind their beloved dog Laddy, a move they consider bittersweet. They seem somewhat apprehensive concerning their pact. Aboard the ship, a young man named Tom Prior, who seems to like his booze a little too much, has a feeling that something about the sailing is rather queer as everyone to who he speaks seems not to remember with who they are meeting or where they are going. The only exception is elderly socialite Mrs. Cliveden-Banks, who is off to meet her husband, Bunny. The only other passengers aboard are Catholic priest Reverend William Duke, wealthy business owner Mr. Lingley for who Tom used to work, and an uneducated working class elderly woman named Mrs. Midget. The only crew member is Scrubby, the steward. Tom eventually deciphers the nature of their trip, quicker than most that have taken it before have done. Before they reach their final destination, they each meet with a man named Thompson to discuss their life. Henry and Ann also want to meet with Thompson to take their pact to its intended conclusion, which may not be possible since they are not officially on the passenger list.

Director: Robert Milton, Ray Enright

Writer: Sutton Vane, J. Grubb Alexander

Actors: Leslie Howard, Douglas Fairbanks Jr., Beryl Mercer, Dudley Digges, Helen Chandler, Alec B. Francis, Montagu Love, Lyonel Watts, Alison Skipworth, Bunny Betty, Daisy Belmore, Nora Cecil, Tiny Jones, Walter Kingsford, Tempe Pigott