Captain Linares dies and the command of the ship is taken over by his ruthless and ambitious first mate, lieutenant Don Alfonso de la Torré (Damien Thomas) who is also in love with Maria-Dolores, though she does not reciprocate his feelings. Red and Frog, put to work along with "Neptune's" crew, make an attempt at instigating a mutiny. In response, Don Alfonso has them sentenced to death along with a few other mutineers. However, Captain Red devises a plan that allows them to avoid execution and use the ensuing confusion to launch an open rebellion, which proves successful when most of the crew members rally against their masters. After the battle, Frog gains Maria-Dolores' interest when he saves her from an attempted rape, killing one of his fellow mutineers in the process.