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HMS Avenger sets out to fight the French fleet during the Napoleonic Wars, and the dark shadow of two rebels in the English fleet refers to Captain Vere (Sir Peter Ustinov). He relies on his cruel and often sadistic weapons captain John Claggert (Robert Ryan) to maintain what he believes is an insignificant order and discipline on board. When a new sailor, Billy Bud (Terence Stamp), is pressed into service by a passing merchant, his innocent, happy-go-lucky attitude quickly fools him at his butchers and ship's officers. However, his charismatic naivety seems to bother Claggert, whose perverse depravity seems to resent Billy's well-intentioned purity, especially after the teenager's promotion to the first major captain.