1939.  War is breaking out across Europe.  The British luxury liner Goliath is torpedoed by a German U-boat.  Presumed to be lost with the ship are a swashbuckling film star, Ronald Bentley (John Carradine), and U.S. Senator Oliver Barthowlemew (John McIntire), who may have been carrying a forged letter from Hitler to Roosevelt when the boat went down.

1981.  Oceanographer Peter Cabot (Mark Harmon, with a mustache) comes across the sunken wreck of the Goliath.  When he dives to check out his discovery, he is shocked to hear big band music coming from inside the ship.  He also thinks that he can hear someone tapping out an S.O.S. signal.  When he looks into a porthole, he is stunned to discover a beautiful young woman (Emma Samms) staring back at him.

Under the command of Admiral Sloan (Eddie Albert), who wants to retrieve the forged letter before it does any damage to the NATO alliance, Cabot and Command Jeff Selkirk (Robert Forster) are assigned to head an expedition to explore Goliath.  What they discover is that, for 40 years, the passengers and crew have survived within an air bubble.  Under the leadership of Captain John McKenzie (Christopher Lee), they have created a new, apparently perfect society within the sunken ship.  Cabot discovers that the woman that he saw was McKenzie’s daughter, Lea.

McKenzie is friendly to Cabot and his crew, explaining to them the scientific developments that have allowed the passengers and crew to not only survive but thrive underwater.  The only problems are a group of outcasts — the Bow People — who refuse to follow McKenzie’s orders and Palmer’s Disease, an infection that only seems to infect people who are no longer strong enough to perform the daily tasks necessary to keep McKenzie’s utopia functioning.   Even when people on the boat die, they continue to play their part by being cremated in Goliath’s engine room and helping to power the ship.

Everything seems perfect until Cabot announces that he has come to rescue the survivors of the Goliath.  Even though Goliath is starting to decay and will soon no longer be safe, McKenzie is not ready to give up the perfect society that he’s created.  McKenzie sets out to prevent anyone from escaping the Goliath.

Goliath Awaits is a massive, 3-hour production that was made for television and originally aired over two nights.  (The entire 200-minute production has been uploaded to YouTube.  Avoid the heavily edited, 91-minute version that was released on VHS in the 90s.)  It’s surprisingly good for a made-for-TV movie.  Because a large portion of the film was shot on the RMS Queen Mary, a retired cruise ship that was moored in Long Beach, California, Goliath looks luxurious enough that you understand why some of the passengers might want to stay there instead of returning to the surface.  Beyond that, Goliath Awaits takes the time to fully explore the society that McKenzie has created and what it’s like to live on the ship.  McKenzie may not be as benevolent as he first appears to be but neither is he a one-dimensional villain.

Mark Harmon is a dull lead but Robert Forster is just as cool as always and Christopher Lee is perfect for the role of misguided Capt. McKenzie.  The movie is really stolen by Frank Gorshin, who is coldly sinister as Dan Wesker, the Goliath’s head of security.  McKenzie may by Goliath’s leader but Wesker is the one who does the dirty work necessary to keep the society running.

Goliath Awaits also features several character actors in small roles, with John Carradine, Duncan Regehr, Jean Marsh, John McIntire, Jeanette Nolan, Alex Cord, Emma Samms, and John Ratzenberger all getting to make a good impression.  (Ignore, if you can, a very young Kirk Cameron as one of the children born on the Goliath.)

Goliath Awaits is far better than your average made-for-TV movie from the 80s.  With any luck, it will someday get the home video release that it deserves.