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"Three Time" and "Forty Fathoms" are divers working on competing salvage boats. They are romantic rivals as well as business rivals, competing also for the affection of Annie Fay, a beautiful insurance saleswoman. After a fight over Annie, both men swear, "no more women." When Forty's ship goes broke, it is inherited by the lovely Helen Young. Much to Captain Brent's dismay, Helen moves onboard and takes over his quarters. Forty is instantly smitten by Helen, and although he at first is indignant at the idea of working for a woman, her beauty induces him to remain. Helen assigns the crew the task of cleaning up the boat, while she and Forty attend a movie. On their return, they discover that Three Time has been hired as the new first diver. His arrival marks the beginning of more hostile competition between him and Forty. Forty catches Helen and Three Time in a kiss that is actually brought on by a bet. Helen restores Forty's pride by attending a carnival with him, but they are followed by Three Time, who hits Forty each time they are in the dark. Their hostility finally erupts into a full-blown fight while they are riding a roller coaster. Forty falls off into the bay, and Three Time is arrested for murder, although the body is not found. Forty is unharmed, but, enjoying his revenge, he allows the authorities to believe he is dead to keep Three Time in jail. A ship carrying two million dollars in gold bullion sinks, forcing Forty to appear at the police station to release Three Time so they can dive for the treasure. While sailing, Three Time professes his love for Helen, but she says she is in love with someone else. They discover the wreck is forty-six fathoms deep. Three Time takes over the dive, knowing that Forty, with whom he assumes Helen is in love, previously got the bends at forty fathoms. Underwater, he agrees to split the find with Brownie, a diver from his former boat the Hawk , but the Hawk 's greedy captain sends the ruthless "Iceberg" below to kill both men. Iceberg succeeds in killing Brownie, but he struggles with Three Time. Forty goes down and saves Three Time, killing Iceberg and sending his body up to the Hawk . The Pelican salvages the gold bullion, but Three Time and Forty suffer from their deep dive and are sent to a hospital to decompress. Once they recover, they instantly start fighting, but realize the cause is lost when Helen tells them they have been like brothers to her. The disappointment bonds their friendship, and they again swear to give up women.