With the mounting Japanese onslaught against the doomed American defenders at Bataan and on Corregidor, the squadron is assigned to evacuate General Douglas MacArthur, his family, and others to Mindanao, where an airplane will take them to Australia. Rusty manages to make a last phone call to Sandy, now on Bataan, to explain he will not be able to see her but before they can say goodbye, the connection is cut off. The boats successfully take MacArthur to his destination where he and his family are flown to Australia. This done, they resume their attacks against the Japanese, who gradually whittle down the squadron. Crews without boats are sent to fight as infantry. The final two boats pull into a small ship yard for repairs which is run by "Dad" Knowland (Russell Simpson). The Japanese troops are approaching but Dad says they will have to fight to get him. He is last seen sitting on the steps to his house with a rifle, pistol, and jug, waiting for the Japanese troops. The last two PT boats make another attack, after which Rusty's boat is sunk. Finally, the last boat is turned over to the Army for messenger duty. Brick, Ryan and two ensigns are ordered to be airlifted out on the last airplane because the PT boats have proved their worth, and the officers are needed stateside as trainers. While waiting for the plane, Rusty meets Ohio. Neither knows what happened to Sandy who was trapped on Bataan. They speculate that she might have escaped to the hills but are not optimistic. The surviving enlisted men, led by Chief Mulcahey, are left behind to continue the fight with the remnants of the U.S. Army and Filipino guerrillas.