Solo and Illya investigate a series of kidnappings that lead to a modern-day pirate ship run by Captain Shark (Robert Culp), who is filling his Noah's Ark with craftsmen from all walks of life to repopulate the world after the nuclear holocaust he feels is imminent. With the help of Harry Barnman (Herbert Anderson) and his wife Elsa (Sue Anne Langdon). Solo and Illya pose as shipwrecked sailors to in turn wreck his plans.