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Unable to imprison Ryback in the brig without clearance from the captain, Krill detains Ryback in a freezer and places a Marine, Private Nash (Tom Wood), on guard. A CH-46 helicopter lands on the ship's deck with a musical band, along with Playmate Jordan Tate (Erika Eleniak) and a group of caterers who are really a band of mercenaries led by ex-CIA operative Bill Strannix (Tommy Lee Jones).
Strannix' forces seize control of the ship with the help of turncoat Krill. Several officers are killed, including Captain Adams. The rest of the ship's company are imprisoned in the forecastle, except for some stragglers in unsecured areas. Strannix intends to steal and sell the ship's Tomahawks by unloading them onto a submarine he had previously stolen from North Korea. The CIA had tried and failed to assassinate him prior to the events of the film. Strannix and his men take over the ship's weapon systems, shooting down an F/A-18 Hornet sent to investigate, and plan on covering their escape by using missiles to obliterate tracking systems in Pearl Harbor.
Krill realizes they forgot about Ryback and learns the kitchen is an unsecured area. Strannix sends two mercenaries to eliminate Ryback and Nash. Nash is killed, but Ryback manages to kill the mercenaries.
Ryback contacts Admiral Bates (Andy Romano) at the Pentagon on satellite phone, whereupon the Navy plans to send a SEAL team to retake the ship. Krill discovers that Ryback is really a Chief Petty Officer and former Navy SEAL with extensive training in anti-terrorism tactics. To keep the missile-theft plan in place, Krill activates the fire control system in the forecastle, leaving the crew members to drown. The terrorists expect that Ryback will try to save his colleagues, and set up an ambush.
Ryback hears six sailors banging on pipes in Morse code, and rescues them. Together, they manage to overcome the ambush, shut off the water in the forecastle and eliminate several terrorists. Ryback shuts down the Missouri's weapon systems, in order to allow the incoming Navy SEALs to land. However, the submarine crew shoots down the helicopter carrying the Navy SEALs with shoulder-fired surface-to-air missiles. The Pentagon responds by ordering an air strike that will sink the Missouri. Strannix regains control of the ship's weapon systems and loads the Tomahawks onto the submarine. With the aid of a retired World War II Gunner's Mate, who was among the six sailors rescued earlier, Ryback uses the battleship's guns to sink the submarine, killing Krill and everyone on board.
Strannix suffers a major concussion from being in the proximity of the Missouri's guns as they are fired. He launches two nuclear-tipped Tomahawks towards Honolulu. As the sailors recapture the ship, Ryback finds his way into the control room, where he is caught off guard by Strannix, both of whom realize they know each other from their past covert experiences. Ryback manages to disarm Strannix, and the two engage in a knife melee. Eventually, Ryback overcomes Strannix and stabs down on his head, killing him. Ryback then takes the launch code disk needed to self-destruct the Tomahawk missiles. One of the two missiles is destroyed by an F/A-18 Hornet. The codes are dialed in and the second Tomahawk missile is deactivated just in time, and the Navy calls off its airstrike.
The remaining crew members are freed as the ship sails towards San Francisco harbor. Ryback is checked by a Navy doctor, kisses Jordan and the crew looks on and cheers. The film ends with a funeral ceremony for Captain Adams being held on the deck of the Missouri, showing the Captain's casket with a flag draped over it and Ryback saluting in his formal dress uniform with full decorations.
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