Part 2 of the 4-part "Girl on Girl." The swashbuckling adventure continues on board an old cruise ship rechristened The Whale, where the last man on Earth meets an alluring young captain. As romance blossoms in some cabins, betrayal, deceit and murder flourish below deck.

Yorrick walks in on 355 and Dr. Mann making love, but before they can deal with it they hear a scream from outside. 355 and Dr. Mann go to find out what is wrong. The spy who killed the radio girl is captured. It is explained that some Australian submarines have been searching the waters to rob them of their cargo. As the women who run the ship prepare for what is coming 355 and Dr. Mann talk about "what happened" between them.