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An opening prologue states that the "story was inspired by a trial for mass murder on the high seas [which] a century ago made legal and maritime history." According to the pressbook, the trial is recorded in the Philadelphia Public Ledger and is based on an incident that occurred on April 19, 1841 when the William Brown struck an iceberg and capsized. After crew and passengers got into the two available lifeboats, leaving thirty-one aboard the ship to drown, "seaman Alexander William Holmes assumed command and dumped excess [persons] overboard." A Hollywood Reporter news item noted that Jo Swerling was to write "epilog scenes" for this film. Swerling's contribution to the final film has not been determined. A news item in Hollywood Reporter noted that Frances Farmer was considered for the lead role. Additional news items in Hollywood Reporter reveal that George Raft terminated his contract with Paramount in November 1936 due to a dispute over the roles he was given, including his role in Souls at Sea. Although production was scheduled to begin in late Oct, it was postponed due to the threat of a strike by the Pacific Coast Maritime workers, according to Hollywood Reporter, and by Paramount's search for another co-star. Hollywood Reporter noted that Lloyd Nolan was first considered, but later Anthony Quinn was selected to replace Raft. At this time, however, Raft and Paramount amended their rift, Raft's contract was renewed and he accepted the role of Powdah. Production was scheduled to resume on 21 November 1936.
Press releases claimed the following about the production: Paramount constructed a special set with a huge tank of water and the quarterdeck of a ship for shipboard scenes. For further authenticity, the studio chartered sailing ships for ocean shots and dock scenes, and the square-rigger Star of Finland was used as the William Brown. Grant Leenhauts hired sailors who knew how to work a square-rigger to appear aboard ship. Some scenes were filmed off Santa Catalina Island, CA. According to modern sources, the film was originally intended to rival M-G-M's Mutiny on the Bounty and to be released as a road-show, however, the plans were scaled down, as was the film. Although an actress portraying Queen Victoria is credited in the CBCS, modern sources note that the scene of Queen Victoria's court was one of many deleted from the film before its general release in theaters. The film was nominated for the following Academy Awards: Best Assistant Director, Hal Walker; Best Interior Decorations, Hans Dreier and Roland Anderson; and Music (Best Score), Paramount Studio Music Dept., Boris Morros, head score by W. Franke Harling and Milan Roder. Also based on a similar story is the 1956 British film Seven Waves Away, known in the United States as Abandon Ship!, directed by Richard Sale and starring Tyrone Power, Mai Zetterling and Lloyd Nolan.