Episode two begins with the navy realizing that the SS "Poseidon" has gone missing, and they send out a rescue team. In one of the "Poseidon" crew quarters, Richard and Shoshana reach the ballroom through an air vent. Shelby confronts Shoshona, as Richard decides to follow Rachel and the others with Ballard, Shelby, and Shoshana. Meanwhile, the other group slowly move towards the hole, with a few people being killed. Susan uses a damaged computer to send a mayday. Back in the ballroom, Richard's group finally decide to leave. Shelby tries to convince more people to come along but to no avail. As they leave the ballroom, a huge amount of water rushes into the ballroom, killing everyone who did not listen to Shelby.