The film opens with seventeen-year-old Midshipman Horatio Hornblower (Ioan Gruffudd) coming aboard the HMS Justinian He is greeted by fifteen-year-old Midshipman Archie Kennedy (Jamie Bamber) and is introduced to Lieutenant Eccleston (Robert Bathurst) and Lieutenant Chadd (Roger May) who both welcome him aboard. Eccleston orders that Kennedy take Hornblower to the midshipman corner, and Kennedy does so. However, the midshipman's welcome is not as warm as that of Eccleston, Chadd, and Kennedy. Midshipman Cleveland (Frank Boyce) and Midshipman Hether (Richard Lumsden) are VERY rude to the younger midshipman. However, Midshipman Clayton (Duncan Bell) pays them no mind and asks Hornblower how old he is. Hornblower says he is seventeen, Hether automatically taunts this fact and says he highly doubts he knows the difference between "a hat and a hanging" and Hornblower says he doesn't, but he'll be sure it's the first thing he looks up. Clayton finds this funny, Hornblower excuses himself and suffers a spell of seasickness. Clayton gets him into a hammock and strips of his overcoat, throwing a blanket over Hornblower's weak body. Hornblower begs his pardon, Clayton assures him and tells him to lie quiet until he feels himself again. Hornblower falls asleep after a horrible first day.Hornblower wakes a bit later than expected the next morning, much to Eccleston's notice. Kennedy whispers to Hornblower that "the captain is coming aboard" and Clayton remarks that if ever a man was wrongly named it would most defintely be Captain Keene, due to his frail appearance. Hornblower whispers his gratitude to...Clayton who tells the young Midshipman that he should not mind Hether and Cleveland, that it is only their way and they'll get use to him. At that moment, the whistle blows and Captain Keene (Michael Byrne) is welcomed aboard. He calls Hornblower to his cabin and tells him that he was good friends with his father and asks about his health, Hornblower tells him that he is well enough. Keene laughs at the fact that "a son of a doctor" is surviving in the British navy, he asks Hornblower about his schooling and the only fact that Hornblower can offer is that he was a Grecian (an expert in the Greek language). Keene tells him if he minds his duties and does as he is told that no harm will come to him, he dismisses Hornblower. The same night, the men are settling down for the night with wine and music. Clayton plays his fiddle as Hether tells Horatio about the Indys, and that it is surely the place to be with its "clear blue skies and waters to" Hornblower says he would love to see it, Cleveland says he may if they can get off the Justinina one day. The dreaming and smiles ends abruptly when a shadow appears, a voice scowls "You are in my seat" the figure whom steps out of the shadows is none other than bullying Midshipman Jack Simpson (Dorian Healy). One of the midshipman quickly gets up from his seat at the head of the table, Simpson takes it for him. Simpson asks why nobdoy cheered for his return, Cleveland says that they never thought he would return. Simpson seems slightly offended by this comment. Hether asks Simpson about his comission, Simpson simply tells him it was "refused." Hether says it was probably bad luck, Simpson says it was indeed bad luck and that due to this Lieutenant Jack Simpson is now lowly Midshipman Jack Simpson as he remarks sarcastically that he is at their services. Simpson finally notices Hornblower and asks his name and rank, Hornblower tells him both. Simpson asks what is on his plate, Hornblower says it's only mutton and ale. Simpson helps himself to Hornblower's food and drink, Hornblower says he had no right to do so. Simpson asks him if that is really true, there is a moment of silence. Simpson quietly asks for Kennedy, whom does not respond at first. Simpson shouts his name which finally snaps the young Midshipman out of his comatose-like trance. Simpson asks him if he has told Hornblower the rules, Kennedy shakes his head no and proceeds to do so. Only one rule: Every midshipman is to be sure that all fresh-cut meat and all the warm blankets go to Simpson. Hornblower asks to why they must do that, Kennedy says it's because he is a Senior Midshipman. Hornblower says they are all only midshipman, Simpson begs to differ. Hornblower says that regulations clearly do not say anything about "a senior midshipman" Simpson drives a dagger through the table and says that he "pisses on regulations!" Hornblower is clearly frightened, Simpson is right at his face when he tells him that this clearly a case of Mark Antony rendering unto Ceaser and he will leave Hornblower to decide who Caeser and who is to do the rendering. Clayton dives in to defend his friend and tells Simpson that Hornblower understands his meaning. Simpson backs off Hornblower and turns to Clayton, asking him to play a merry tune on his fiddle. Obviously afraid, Clayton obeys him. Simpson turns to Hornblower and tells him to "cut them a rug" Hornblower is still, Simpson orders again and Hornblower remains mum. By the third warning, Simpson has control of his temper yet again and Hornblower can no longer disobey. He stands to his feet and dances an Irish jig, after all that Simpson can only taunt Hornblower's horrible footing. Simpson turns to a deeply distracted Kennedy, and tells him that he will wake Hornblower every half hour in order to teach him a lesson. As night falls, all is calm and still until Kennedy suddenly has an uncontrollable seizure. Hornblower notices it and is instantly concerned, Simpson orders for Kennedy to shut up. Hornblower says he can't and tells Simpson that he is sick, Simpson could care less he only wants quiet. Hornblower kneels down to the floor and tries to calm Kennedy, Clayton joins him and says that it has started again and he had feared this would happen. Simpson tells Clayton that if Kennedy is unfit then he will take his duties in waking Hornblower, Clayton sorely agrees to the orders. Clayton and Hornblower move Kennedy back into his hammock, Clayton settles Kennedy until he is asleep once more, Clayton tells Kennedy that it was only a bad dream. Hornblower asks what ails him, Clayton turns to Horatio and shrugs "What ails us all." Throughout the night, Hornblower is awaken every half-hour just as Simpson instructed. It is a very sleepless night for the young man.The next morning, Hornblower steps onto a very wet deck and almost slips but thankfully catches himself. Out of nowhere, Seaman Styles (Sean Gilder) climbs down from the watchtower and tells Hornblower that Lieutenant Eccleston wants to see him up at the watchtower, Hornblower asks him if he is sure and Styles say he is. Hornblower begins to climb up to the watchtower, as Styles watches down below with a cheeky grin. Suddenly, Hornblower's foot slips and he is left clinging onto the net absolutely petrified. It really was a trick, Simpson smiles and climbs down from the watchtower. Hornblower begs for his help, Simpson (while a coldhearted scoundrel) decides to help him down. Later in the day, the Midshipmen (save Clayton) are being tutored in ways of directions and equations. Captain Keene checks Simpson's work first, and chuckles as he sarcastically remarks "We must all rejoice. The sources of the Nile have been discovered at last."What Keene can tell from Simpson's illerate scroll is that his ship is somewhere in Africa, Keene walks away from him obviously very dissapointed. Keene fails Cleveland, Hether, and Kennedy but not Hornblower who he describes as alone "amongst these intellectual giants" Keene orders Master Bowles (Colin MacLachlan) to be sure that Simpson pays further attention to his studies, he dismisses the midshipmen and walks away. Simpson watches Hornblower with a very displeasing look. Later that night, all seems calm and still even as Simpson enters the scene. Simpson says to Cleveland, Hether, and Kennedy that it is about time that they show the new Midshipmen the ropes, Simpson is ignored. Simpson there is no other candidate but Hornblower, he orders for Hether and Cleveland to clear off the table. Cleveland tries to protest, Simpson yells that they better do it or they WILL take his place. Hether and Cleveland quickly clean off the table, they force Hornblower onto it and hold him down. Simpson orders for a younger Midshipman to keep quiet, Simpson takes out rope and uses to strike Horatio's hide. Simpson tells Hornblower that he is a bit of dark horse for showing them up in front of Keene, he orders for Cleveland and Hether to turn Hornblower onto his back, they proceed to do so while Kennedy simply tunes the torture out and Clayton watches on helplessly. Simpson presses his body against Hornblower's, telling him that the purpose of this certain inquistion is for him to get to know him a bit better, he tells Hornblower that he knows all the Midshipmen and knows what knaws at their souls every night, he asks Hornblower what his dirty little secret is. He mockingly guesses that he is probably a homosexual ("fancier of other boys,perhaps") he snatches a locket off of Hornblower's neck and chuckles, he then asks if Hornblower's mother makes a living on her back. Hornblower is instantly offended and headbutts Simpson, only to have the older midshipman continously beat his head against the table and his body shoved to the floor. Simpson orders that he gets up, Hether tells Simpson that he has won and orders him to stop. Simpson continues to kick Hornblower repeatedelly, Cleveland pleads for him to stop or he will surely kill him. Simpson finally stops, Cleveland orders for Hornblower to stay down but the determined young man stands to his feet. Simpson punches him and continues to beat on the helpless Hornblower, out of nowhere a pistol is held to Simpson's head. It is Clayton's pistol, Clayton orders for Simpson to "stand off" Simpson nervously states that he has no quarrel with Clayton. Clayton again warns him to "stand off" or he will trim the wall with his brains, Simpson lays off Hornblower. Clayton orders for the Midshipmen to take Hornblower to Doctor Hepplewhite, they quickly proceed to do so. After they leave, Simpson tells Clayton how bold he is with a pistol in hand. Simpson whacks the weapon out of Clayton's hand, Clayton backs away. Simpson tells Clayton that he knows him for the coward that he really is, he tightens a rope around his knuckles. A sure sign that like Hornblower, Clayton suffered some form of abuse that same night.The next morning, Eccleston is searching for Hornblower when he finally finds him. He is obviously angry, he tells Hornblower that he gave him specfic orders before Eccleston can continue his outburst, Hornblower turns to his commander. Eccleston's anger instantly turns to concern when he see's just how brusied Hornblower's face is, Eccleston asks what happened. Hornblower lies and says he just lost his footing and fell down the stairs, Eccleston can clearly tell that it's a lie because all of his face is brusied. Eccleston asks him again, Hornblower is silent. Eccleston orders for him to tell him or he will deal with the situation in a more leninent manner, Hornblower again says that he only fell. Eccleston sighs, obviously given up, he tells Hornblower that he will see if a spell in the gratings can't teach him to tread more carefully. As Eccleston walks away, Simpson shoots Hornblower a most evil glare and walks away. As the rain pours, Hornblower is tied to a net in a crucifixion manner, in a voiceover when he hear him write a letter to his father. He tells him that he is truly happy in the letter. Which is clearly not true.The next day after the skies have cleared, Clayton approaches an emotionless Hornblower and offers him a mug of ale (with just a drop of grog), Hornblower is not responding. Clayton calls out to him, Hornblower can only say "death" Clayton is terribly confused. Hornblower tells Clayton that he was thinking on death, Clayton sighs and asks whose death he was thinking on, Hornblower says he was thinking on his own. Clayton suggests that Hornblower desert, Hornblower says even if he were to do that he would not be free and that would give Simpson victory and THAT would surely be worse than death. Hornblower suggests that somebody should stand against Simpson, Clayton warns that the beating that Simpson gave Hornblower was nothing in comparsion to the other terrible things that he is very well capable of. After finishing off his warning, Eccleston and Simpson approach the two. Eccleston tells them that Simpson is take to a party of men ashore and rendevou with Lieutenant Chalk of the HMS Golilath and he gives Hornblower the order to accompany them, Hornblower agrees. Simpson, Hornblower, and some other crewmembers of the Justinina meet up with Lieutenant Chalk (Oliver Montgomery) who asks whom Hornblower is. Simpson introduces him as Horatio Hornblower, or he is better known as the Midshipman who was seasick at Spithead. Chalk looks a bit relcutant to accept Hornblower after hearing this fact, he tells them that they are to keep watch until they come across their allies. A few hours later, it seems that Hornblower is the only one whom is keeping watch as Simpson is inside The Lamb Inn and having a drink, Hornblower steps inside. Simpson tells Hornblower to give a toast to someone, Hornblower quickly says to raise a glass to the King, Simpson only chuckles. Lieutenant Chalk arrives with one of his lieutenants, he tells them that while they wait for word if they would care to join him in a game of cards to pass the time. Both of the gentleman agree to do so. As the men play the card game Robber, Hornblower begins to swipe the winnings when Simpson tries to stop him but he still proceeds as he folds out his cards, saying that the rest are his. Simpson is confused. Chalk says that Hornblower had five tricks, he reminds Simpson that "the game is Robber. " Simpson is still confused, Hornblower says it is only a simple mathmetical caculation, Simpson mutters "He knows the back of the cards as well as he knows the front." Hornblower hears him and calls the remark out as an insult, Chalk defends Simpson and says Simpson can probably explain. Hornblower tells Chalk that he was accused of cheating at cards and that's a very hard thing to explain, Chalk continues to defend and says that Simpson was simply speaking subconciously and requests that the order another bottle of wine and drink it in the vanity of friendship. Hornblower says he will do, and with the great pleasure, if Simpson apologizes to him and admits that he spoke out of terms. Simpson smirks "Apologize to you? Never the sight of Hell." Hornblower asks Chalk and the fellow Lieutenant if they heard it for themselves, Simpson had just insulted Hornblower again and refused to apologize. Hornblower says that there is only way "that satisfaction can be given" now."A duel? Are you mad?!" Kennedy exclaims, Hornblower is back on the Justinina and has just told Kennedy and Clayton about his plans to challenge Simpson to a duel. Hornblower clearly tells Kennedy that this duel will be the end of it, whether he wins or loses he will be rid of Simpson either way. He notes that he has a pretty even chance of winning. Kennedy argues in saying that Simpson is the best shot in the Navy and that he will Hornblower for sure, Hornblower and Kennedy turn to Clayton who has remained mum. Clayton tells Hornblower that he will act as his second, of course but he must know if Hornblower has "fought a duel before." Kennedy turns to a silent Hornblower, it is pretty obvious that he has not fought in a duel beforehand. The next morning, Clayton stands on deck and takes a drink from his flask as the longboats pull out. Clayton see's a special tool and picks it up, he heads below deck and finds Hornblower bracing himself for the duel. Clayton asks if he is ready, Hornblower nods his head. Clayton sighs and draws a bit closer, he asks Hornblower if there is any way for him to change his mind, Hornblower shakes his head. Clayton sighs once more and asks for Hornblower to hand him his cloak, as Hornblower reaches for the wrapping he is knocked out cold by Clayton. In the woods, a carriage speeds to the sight of the duel. Two people step out of the carriage, Clayton and Kennedy. They approach Simpson, Hether, Cleveland and Doctor Hepplewhite (Simon Markey). Simpson asks where Hornblower is, Clayton tells Simpson that Hornblower has met with an "accident" and won't be able to fight in the duel. Simpson smirks in saying "You mean the little coward has pissed himself?" Clayton ignores the remark and tells them that his duties as Hornblower's second means he will stand proxy, Hepplewhite doesn't understand. Clayton tells him that he will fight in Hornblower's place, he says he won't however if Simpson chooses to remove his accusation against Hornblower, Simpson says he will never do that. Hepplewhite tells Clayton that this is most likely illegal, Clayton says whether it is legal or illegal that it would settle the matter and says that he is here and that Simpson is not afraid of him. Back on the Justinina, Hornblower regains concious and instantly knows what has happened, he races off. Back in the woods, Clayton and Simpson are about ten steps apart from each other and have their pistols in hand. Hepplewhite goes over the rules and asks the gentlemen if they are ready, Simpson and Clayton both say they are. Hepplewhite calls fire and both guns shoot off, Simpson is shot in the shoulder and falls to the ground bleeding. Clayton tells Simpson that he got him, not aware that he has blood coming from his own mouth. Clayton falls to his knees and collapses, blood is spouring from his gut. Moments later, Hornblower is seen racing towards The Lamb Inn through a snow-covered England. He hears shouts coming from inside and steps into the inn, he see's Hether and Cleveland patching up Simpson's shoulder so he is clearly not the one he heard yelling. Hornblower fears the worse. Cleveland points up stairs, Hornblower storms up the stairs and charges into an open room where he see's a bleeding Clayton and a very dismayed Kennedy and Hepplewhite. Hornblower goes to Clayton's bedside and takes his hand, Clayton apologizes for not killing Simpson, all of the sudden there are shouts from outside. Clayton asks what they are shouting about, Hornblower says he doesn't know and orders Kennedy to go outside and find out. Kennedy leaves the room, Hornblower sits on Clayton's bed and asks him the pretty obvious question: "why?" Clayton tells Hornblower that he was right, somebody needed to stand up to Simpson but it couldn't be a boy. Clayton lets out a cough as Hornblower frightfully looks to a sadden Hepplewhite for answers, Clayton continues in saying that Hornblower shamed him and that they could have cowered together and runned forever, Hornblower shakes his head. Clayton tells Hornblower that he actually thought he could beat Simpson, after all he had "an even chance" Hornblower and Clayton smile until Clayton finds himself unable to breathe, he tightens his grip on Hornblower's hand and asks the young Midshipman if it is evening. Within that moment, Clayton dies. An upset Hornblower heads for the exit of the inn when Simpson calls out to him, he remarks that he isn't finished with him and that he will flail Hornblower alive. Hornblower quickly steps outside and tries to gather his thoughts, Kennedy approaches him with a smile and says that he is dead. Hornblower says yes, Kennedy says he wasn't referring to Clayton he was referring to the fact that the French have murdered King Louis and that means only one thing: war is coming. The next morning aboard the Justinina, Cleveland and Hether are playing cards while Hornblower seems too be in deep shock and grief over the recent death of Clayton. Kennedy comes down to the Midshipmen's corner, Hether asks what is happening. Kennedy tells them that half the crew is to remain aboard the Justinina, Cleveland and Hether look dismay. Kennedy says, however, that the other half are to transfer. Hether orders Kennedy to tell who got the transfer, Kennedy says that Keene has reccommended their transferral to the HMS Indefatigable. Hether hits the ceiling (literally), while Cleveland tells Hornblower that it's a frigate and it will mean prize money, Hornblower is unresponsive. Kennedy tells them that Clayton always wanted to sail on a frigate. Later that night, Hornblower goes to Keene and tells him that he wishes to remain aboard the Justinina. Keene says, that while he respects Hornblower's loyalty, this is a terrific opportunity for him and that he will accept it whether he likes it or not, he dismisses Hornblower. The next morning, half of the crew (that includes all midshipmen) head for open waters and spot the goodship Indefatigable, Hornblower can't help but smile for the first time in days. When they reach the ship, there is a speech held by the ship's captain Sir Edward Pellew (Robert Lindsay) that ends with a loud "God save the King!" from all the crew, that includes Hornblower who has finally found himself able to speak since the loss of his friend.Hornblower is sent to Pellew's cabin, Pellew is looking over Hornblower's letter of recommendation and tells him that Simpson has recovered but will remain on board the Justinina with Keene, Pellew asks Hornblower if that upsets him but Hornblower isn't sure how to answer. Pellew hopes that Keene will now be a bit wiser and now will be able to notice just what is going on aboard his ship, Hornblower defends his former Captain's actions. Pellew tells Hornblower that's it's not his job to "damn him nor defend him" Hornblower agrees. Pellew tells Hornblower to remember that while a Captain is aboard his own ship, that nothing is out of his control and he will do well to remember that, Hornblower says he will. Pellew goes on in saying that he doesn't judge a man from actions, but his actions have already cost the Navy two men: one injured and one dead. Hornblower protests in saying that nobody mourns Clayton as much as he does, and that he resents that comment. Pellew fights back with a loud (and probably the famous quote from the series) "Damn your impudence,sir!" Hornblower is silent. Pellew gives Hornblower a comission, telling him to never fight another duel and Hornblower agrees to it. Pellew continues and asks Hornblower if he has the opportunity of meeting the seamen aboard the Justinina, Hornblower says he hasn't but he has met them. Pellew tells him that they are all in his charge due thanks to Simpson's injury. Hornblower calls the seamen in for the role call afterwards, their names are as followed, Stevens, Williams, Oldroyd (Simon Sherlock), Matthews (Paul Copley), Finch (Christopher Barnes), and a white-flake-face Styles (whom we've already seen). Hornblower asks Styles what happened to his face, Finch is about to say something but Matthews nudges him as if he is saying for him to stop. Styles says it is only boils, Hornblower asks if he has done anything about them and Styles say he has. Hornblower wishes to know what he has done, Styles says he puts plaster on them. Oldroyd suddenly begins to laugh, Hornblower tells Styles that he and the others will obey him or they will suffer the consquences of disobedience, Hornblower snaps his head and asks Oldroyd what is so funny and Oldroyd says nothing. Hornblower asks Styles if he understands, Styles says he does. As Hornblower walks away, Styles whacks Finch's hat off his head as punishment for almost telling their secret. Suspecting their is something afoul amongst his new crew, Hornblower steps below deck later in the day to investigate, what he discovers is the seamen gambling and they are using rats as the dice, trying to kill them with everything but their hands. Which means that Styles was bitten and did not have boils like he said. Oldroyd says Styles' final count is five, Styles argues that it was six. Oldroyd protests, Styles says that the sixth rat is dead and waves him in front of Oldroyd's face to prove it. Matthews tries to step in between the argument, which almost leads to a fight between the men until Hornblower finally makes his presence known. Hornblower is solemn in expression as he tells the men that he expected more from the likes of them, Styles says they aren't on duty and Hornblower says that they are gambling which is clearly worse. Hornblower asks them if they know the consquences for gambling: they could be condemned or flogged or possibly worse. Styles gives him a foul stare, Hornblower tells him that if he gets one more look like that then he WILL go to Eccleston. Matthews orders for Styles to quit, Styles looks away from Hornblower. Matthews says to Hornblower that Simpson allowed this to happen, Hornblower tells him that Simpson is no longer in charge of them that he is and he wants to see them all on deck front and center. Styles is about to protest, when Hornblower shouts: "I'VE SAID IT AND I MEAN IT" Styles and the others are silent. Hornblower says he wants them all on deck, Matthews (or Styles) asks Hornblower if he is going to go to Lieutenant Eccleston, Hornblower says no because he will give them one last chance to earn his trust but if they do disobey him again then he will, he asks if he is clear and the men agree that he is. Hornblower tells Styles to replaster his face, for Matthews to get rid of the rats, he seems as he is about to order Oldroyd when he simply tells him that the final count was indeed six. Kennedy suddenly comes below deck and orders for the men to head for quarters, there is battle going on! The drums sound as Eccleston, Chadd, Kennedy, and Hornblower move alongside the cannons. They each call for the cannons to fire, they go off and the French simply fight back by letting off one large cannon which kills a few of the men aboard the Indefatigable, Williams has had his leg severed. Hornblower goes to him and orders for Styles to help move him down below, the two carry Williams off and take him below where they lay him on a table. Hornblower, who is getting cleaned up because of a terrible injury to the eye, orders for Hepplewhite to take care of Williams but Hepplewhite is busy removing a stencil from Chadd's arm. Hornblower tells Hepplewhite that if he doesn't do something now that Williams will surely bleed to death, Chadd is about to protest when Williams begins yelling. Chadd tells Hepplewhite to treat Williams, he can wait and Hepplewhite proceeds to do so. Styles and Hornblower return to deck when they realize that the Indefatigable has already won victory, Kennedy races up to Hornblower and tells him that they carried her by boarding and that he killed at least two men, Kennedy tells Hornblower that he should've been there. Hornblower once again finds his mind thinking on the loss of his dear friend, Clayton. Only a few hours later, do we learn that Hornblower's efforts were useless as see a funeral being held for only one man: Davy Williams. After Williams' body is condemned to sea, Styles thanks Hornblower for at least trying to save his friend's life and Hornblower tells him to tell the others that they are welcome. Styles salutes him and walks away, Hornblower says that a salute is a start. But it will take awhile before the seamen can trust him and he them.Later in the week, the Indefatigable comes across a French convoy. Eccleston, who we learn speaks French, tells them that it is indeed a French ship carrying supplies. After the ship is captured, Eccleston proceeds to tell Pellew that there is another French ship, the Marie Gallante, which needs to be under their command. Pellew orders Hornblower to take his men and take command of the Gallante, Kennedy congraluates Hornblower on his first command ever. Hornblower, Styles, Oldroyd, Finch, Matthews, and Stevens climb aboard The Marie Gallante, all they see is a very drunk crew and the stubborn Captain Forget (Vincent Grass). Forget says that he is already wanted in London and he refuses to return to a place where he will very hang, Hornblower says no matter what Forget says he will be sent back to London and he will be hanged, Hornblower orders Styles to stop drinking. Hornblower tells Oldroyd to take Forget's crew down below, Hornblower asks Matthews if he has been at seas the longest, Matthews proudly says he has served for 13 years. Hornblower appoints him as his first mate and orders for them to set sail, Matthews and Styles are not moving. Hornblower asks them what they are waiting for, those were his orders. Matthews suggests that they should put Forget's crew to work as well, Hornblower smiles and says that was his intention. Hornblower warns Matthews that since they are drunk they might refuse, Matthews assures that they can get them to work drunk or sober. A few days later, Hornblower steps into his cabin and something about his compass causes him to mutter a colorful vocabulary. He dozes off and dreams about a dreadful fate for Pellew, when he wakes up he discovers there's a problem. There is a hole in the ship, Hornblower dives in and tries to seal the hole off with netting. It works, for the time being. However, there's another problem arising. There is way too much rice on the ship, everybody knows in order to the survive that they must call "abandon ship" and Hornblower agrees. Hornblower is the last one into the rowboat as he gathers his compass and maps, every watches with heavy hearts as the Marie Gallante is condemend to the ocean depths.So now it's Hornblower & his men, and Forget & his men all in one rowboat. Forget's men are doing all the work, which displeases the French captain. Forget walks over to Hornblower, trying to get a good look at the compass. Hornblower quickly closes it, Forget argues with him and finally holds Hornblower at gunpoint, demmanding the charts & compass. Hornblower hands him the charts with no problem, but things get really heated when Hornblower deliberately tosses the compass overboard and suggests that Forget "fish for it." Forget slaps Hornblower, Styles whips out his gun and is ready to shoot. Hornblower orders that Styles lowers his gun, and he does. Forget keeps a solemn face "That was a foolish thing to do, boy. I might have killed you." Hornblower smiles as he wipes his lips dry of the blood and responds "And forgo the pleasure of crowing at my discomfort? I think not." Hornblower & his men are now at the mercy of Forget, as they continue on their journey. One day, Finch is serving some water to all of the men when he accidentally trips and angers Forget. Forget's men hold Finch as they are about to execute him, Hornblower and the others take out their pistols and Forget argues for them to put them away and so they do and Finch is released. As night falls, Hornblower is awake when he see's the moon dissapearing behind the clouds and with a smile, he falls back asleep. The next morning, Hornblower's men are confused as to why Hornblower gave Forget charge in the first place as they note they are probably heading for France. Hornblower says they will never find the coastline to begin with, since Hornblower himself wrote the wrong direction on the chart meaning that Forget is sailing further away from his destination instead of closer. Suddenly, Forget and one of his men begin arguing and the man is hit and thrown to the floor. Hornblower grabs the pistol off the man and holds it to Forget, where they debate for awhile until the Indefatigable comes into view in order to aid our young Midshipman and take the Frenchies back to London. When they reach the Indefatigable, we see Forget & his men walk off to the brig as the seamen and Hornblower step aboard and congratulated on a job well-done. Hornblower goes to greet Kennedy, when he is suddenly called upon by Pellew. Moments later, Pellew is congratulating Hornblower on a job well-done. When suddenly, a French frigate named the Papillon is spotted. All hands beat to quarters, pretty soon the Papillon vanishes into the mist. When they spot the remains of one of their own ships, not knowing if there are any surviors: Pellew sends Hornblower and a few of his men to search the waters. Hornblower & his crew hop into a rowboat (deja vu) and row into the midst of the ocean. They find a couple of men, clinging onto their life as know it. They are pulled into the boat, Hornblower gives his coat to keep them warm. As he goes to pull in another survivor, he see's a very familiar tattoo spread across the man's knuckle. Their eyes meet. It is indeed Simpson, alive and well.When they come back aboard, all the officers are called to Pellew's cabin where Simpson fakes a few tears and tells them the "tragic" story of how the Justinina was condemned to the ocean. Hornblower and Kennedy watch each other, aware of just how well Simpson can act. Pellew tells Simpson to not distress himself further and he pulls out his maps, saying that the only way to defeat the Papillon is to overtake it. As Eccleston discusses these plans, Hornblower and Kennedy alike begin to become haunted with the voice of Simpson as it rings in their heads. When the map rolls back up, the two jump, obviously coming out of their trances. Pellew orders for Eccleston to take the officers whom are under his command and attack the Papillon, Simpson insists that he comes along due to the fact that he was aboard and knows the ship well. Pellew asks Eccleston on Simpson's behalf, and Eccleston says they would love to have him on this mission and he insists that he will travel with Hornblower and Kennedy. Kennedy is obviously displeased, as is Hornblower. Simpson only shrugs. Later on, Kennedy goes below deck and see's his hat and as he reaches to grab it he hears a voice behind him. He turns to see Simpson, whom tells him just how much he has missed him. As he is about to advance on Kennedy, Hornblower enters the scene. Simpson tells Hornblower that he and Kennedy were only catching up on old times, Hornblower says that these are new times and he has no hold over them whilst aboard the Indefatigable. Simpson says no, he looks at Kennedy and repeats himself. Hornblower excuses himself and Kennedy and they walk away, Simpson watches them in the shadows. As night falls, everyone is preparing to sneak aboard the Papillon. Eccleston observes his men, to be sure they are well-prepared. Hornblower whispers to Kennedy if he is nervous, there is no answer. As the men pile into the rowboats and head for the Papillon, there seems to be no complication in their plan. Until, Kennedy falls to the ground and is obviously having another one of his fits. Everyone is aware if he keeps yelling then he will disturb everyone aboard the Papillon, Matthews and Oldroyd hold him as Hornblower urges him to be quiet and he is unable. Oldroyd gets his hand over Kennedy's mouth but it does not help in any form, Hornblower finally finds a tool, very similiar to the one that Clayton used on his own head, and he clubs Kennedy ultimately knocking him out. They finally reach the Papillon, all of the men begin to quietly climb up the sides of the ship as Hornblower makes it aboard. He tries to be as quiet as possible, however the silence is shortlived when he trips over a bucket. Two guards hear him, and he shoots them dead. The others come aboard and attack the crew of the Papillon, with all this fighting and shouting they realize the important thing is to set the sails. Eccleston sends Hornblower and some of the seamen up to perform this task. So, Hornblower along with Matthews, Finch, and Oldroyd climb up while Eccleston and the others continue to kill the men of the Papillon. While climbing, Stevens tries to get to the sail himself by jumping onto it but Hornblower protests. Stevens attempts and fails, falling to his death. The others make it to the top, and try to find a way across. Chadd and Eccleston are down below and growing deeply worried as to why Hornblower is frozen and not obeying his orders. Hornblower takes a deep breath and begins to walk along the sail, treating it like a balance beam. It doesn't help that he is deathly afraid of heights, or that he if falls he wouldn't survive. Eccleston smiles as Hornblower finally makes it to the other side and he and Finch begin to work untying the sail. Simpson looks up and realizes that Hornblower is once again doing something he finds displeasurable, being the hero. Simpson refuses to see the PERFECT man make it out of this alive, and he knows the perfect way to be rid of him. He grabs a knife off one of the dead officers and cuts the ropes that are keeping the rowboat still, and watches as the rowboat begins to move away with Kennedy in it! Hornblower finally gets the sail prepared when he see's Kennedy unconcious and inside a moving rowboat, this distracts him long enough for Simpson to lift his pistol and shoot Hornblower square in the brow. Hornblower falls into the water, and we believe him to drown. Simpson goes to Eccleston and tells him that the French have fallen back and that the ship is theirs, Eccleston praises God and tells Simpson to give his regards to Hornblower. Simpson reports that Hornblower fell into the water and is most likely dead, Eccleston seems suscpcious. We see Hornblower drifting closer to the bottom of the ocean, when Finch grabs him and rescues him.The next morning, the Indefatigable is on the watch when Pellew see's that the Papillon is about to find itself in a horrid battle. Aboard the Papillon, Finch is cleaning Hornblower's wound when he says that while he was shot he will make a good recovery. Hornblower asks what happened to Kennedy, Styles and Oldroyd inform him that the rowboat nor Kennedy were found. Terribly distraught, Hornblower goes to see a bloodied Eccleston who tells him that those French will do anything to see victory, obviously referring to Hornblower's gun wound. Hornblower says it wasn't a Frenchie who shot him, it was Simpson. Eccleston warns Hornblower that he just made a serious accusation against another officer, Hornblower swears it's the truth. They can hear the sounds of distance cannons, Eccleston quickly tells Hornblower that he will address the matter when they get back aboard the Indefatigable. Suddenly, another cannon fires and hits the Papillon it sends Hornblower flying into the air and he lands. He's a bit brusied but overall in good condition, Matthews helps him to his feet and Hornbower rushes to see if Eccleston is all right. Apparently he isn't, both Chadd and Eccleston are crushed underneath a fallen pole. Eccleston is so out of it that he mistakes Hornblower for Chadd, Hornblower assures him that it's only him as in Mr.Hornblower, Hornblower yells for a surgeon. Eccleston wants to know if Chadd is all right, Bowles checks Chadd for a pulse and alas there is none. Hornblower tells Eccleston that Chadd is dead, Eccleston with what little strength he has leaves his final command. He tells Hornblower that he is Captain of the Papollion, and tells him to make it back to Indefatigable safely. With those final words, Eccleston dies in peace. Hornblower is upset by this sudden loss, however Simpson is less than sympathetic. He orders for both of the bodies to be condemned and to set the sails, Hornblower says that Eccleston left him in charge and tells Bowles to tell Simpson. Bowles reminds Hornblower that Simpson is senior officer, Hornblower argues since he was left orders by a higher ranking than they must fall out. Hornblower orders Matthews and Styles to take Simpson below, but Simpson protests and yells that he is charge. Hornblower stands his ground, he tells Bowles to be sure that Simpson arrives at the brig without a problem and if he gives anybody ANY trouble, he has his permission to shoot him. Simpson is taken to the brig, just as the Papollion is put under attack. With Hornblower as Captain, he barely manages to save the life of his crew & the ship. They arrive back aboard the Indefatigable, Pellew again congraluates him. He sadly says that judging by everything, that Hornblower is in charge and Eccleston is...Hornblower confirms that Eccleston is indeed dead. Pellew sighs and asks how Hornblower sustained such an awful injury.Seconds later, we are in Pellew's cabin. Simpson accuses Hornblower of telling "a damn lie" he apologizes for using such language. Simpson accuses Hornblower of lying just because he cowarded when he was meant to face off with him, Simpson even says he challenged Hornblower once more but he refused. Pellew warns Simpson to not speak out of terms, he tells Simpson that he gave Hornblower a comission which makes him enabled to take part in any form of a duel. Pellew removes the comission but advises Hornblower against it. Hornblower has made up his mind and make this statement: "I maintain the charge against Mr.Simpson, sir! However, since I cannot prove it other than with my body, I have no choice but to accept his challenge!" The next morning, Hornblower is on land. Along with the seamen, Hepplewhite, and Simpson. Another duel is about to be taken underway. Simpson and Hornblower stand back to back, Simpson tries to distract Hornblower by whispering the terrible reminder of Clayton's death and how he will kill him just as he did him. Hornblower does his best to ignore it, trying not to think on Clayton. Simpson says he will also die just as Kennedy did, this gets to Hornblower but not enough to distract him on the task at hand. Hepplewhite tells the men to take ten steps away from each other, they do so. They face each other and lift their pistols, Hepplewhite goes over the rules and asks them if they understand. They both nod. Hepplewhite is able to count to two, before Simpson fires and shoots Hornblower in the shoulder. Hepplewhite argues with Simpson while the others check on Hornblower, Simpson asks if he killed him. Hornblower grunts and picks himself off the ground, he lunges himself at Simpson and attacks him and steals his pistol away. With two pistols in his hand, Hornblower is shocked when Simpson falls to his knees and begs for Hornblower not to shoot him. A sadden Hornblower, fires into the air which shocks Simpson. Hornblower tells Simpson he isn't worth the powder, he turns to walk away. Simpson takes this as an insult and finds his knife, as he races at Hornblower another gunshot rings into the air. Hornblower turns and see's Simpson is shot in the chest, he dies moments later. Who fired? Surely not Hornblower. The camera scans over to the rocks, we see Bowles and Pellew standing together. Bowles asks Pellew if he may congraluate him on an expectional shot, Pellew says he may. Aboard the Indefatigable, Hornblower thanks Pellew for killing Simpson. Pellew accepts his gratitude and then tells Hornblower his own words of wisdom: "You have fought your duel. That is well. Never fight another. That is better." The film comes to its close as Hornblower and Pellew overlook the men of the Indefatigable and sail for another journey.
Output: Question: Where does the second duel take place?, Answer: on a beach