With the Vera B's captain dead in Melbourne, Australia, Alice Packard thinks the worst has happened, until she learns the crew has deserted her husband's ship in favor of the goldfields. Only one old man, Gypsy Deak, sticks by her, but Gypsy alone can't raise a crew from the depleted population. In desperation, Alice turns to the only source of plentiful workers: the women of Melbourne. In a bold move, she and Gypsy empty a brothel, promising the escaped women a new life. Her all-woman (save one) crew put their backs and hearts into the voyage, but Alice finds training her sailors much harder...