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Winding down their tour of duty, the crew of the U.S.S. Swordfish is ordered to investigate possible U-Boat activity in their vicinity. After months at sea the men are weary, including Captain RAND SULLIVAN (Scott Caan) and Chief of the boat, NATHAN TRAVERS (William H. Macy), but realizing the young crew look to them for guidance, they put aside their reservations and embrace the order. They intercept and destroy an enemy U-Boat, but the victory is short-lived as the Swordfish is attacked and sunk by Fregattenkapitan JONAS HERDT'S (Til Schweiger) U-429. After much deliberation Sullivan, Travers and a small group of American survivors are brought aboard the German U-boat as prisoners of war. But as Herdt sets course for a German refueling station, First Watch Officer GERHARDT CREMER (Thomas Kretschmann) discovers that one of his men is infected with meningococcus, an extremely contagious strain of meningitis, which if untreated, kills in a matter of days. U-429 reaches the rendezvous location only to find that the refuling station has been destroyed by an American warship. Herdt retalites with a torpedo attack, which is heroically halted by the Americans on board. Their position compromised, U-429 retreats below the surface, but not before the American warship launches a full-scale depth charge attack against the German sub, resulting in a number of casualties on board, including Sullivan. Waiting out the attack at the bottom of the ocean, hours turn to days, and the disease quickly spreads through the sub, killing two thirds of the German crew. With the death toll rising, Herdt realizes that if they are to survive they have no choice but to enlist the aid of the American captives. But not all of Herdt's men support this unorthodox alliance, and when they learn of their Captain's plan to surrender to the American Navy, Herdt's detractors revolt and try to scuttle the sub. Working together, Travers and Herdt are able to quell the uprising, but Herdt is killed. Now hunted by Axis and Allies alike, Travers and Cremer vow to stay the course and get their men safely home. They ultimately make contact with an American destroyer, but before their surrender can be verified and their safety assured, the transmission is broken by a German U-boat. Low of fuel, air, and torpedoes, Travers and the valiant crew of U-429 make one final stand, engaging the U-boat in the most dangerous and courageous battle of their lives.
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