Once everyone is on deck listening to Guy explaining the Safety Procedures it suddenly hits them that they are now part of a team (Safety). Marcus goes below and acts out what he would say to impress his latest client (Pro-Active). Because Marcus and John have already had sailing experience, Guy decides to cast off and head for Alderney. With a mixture of expert and clumsy hands, they head out to sea (Under Way). Later, Antonia and Brenda, who have nothing in common, struggle to make conversation over some lumpy soup, which later has Antonia vomiting over the side (Small Talk).
It's time for the Man Overboard Drill but the words Man Overboard have different meanings for Guy and the crew (Man Overboard), and Guy decides to postpone it. It is then that Marcus discovers that his mobile phone has fallen overboard and immediately heads for the VHF. Guy tells him firmly it's for the boat's use only and asks him to plan a route as an exercise. Marcus uses this opportunity to ask if Guy could sign his Yachtmaster Offshore Certificate, unaware that he has to pass many more tests. John is staggered by his cheek and bombards him with questions about the rules and regulations of the Royal Yachting Association while Marcus argues that breaking the rules makes you a winner. Guy is saddened by their lack of understanding of the deeper maritime laws that have evolved (Laws Maritime).
He and the crew are confronted by a gale force wind and battle with it for hours (Storm Song). After coming through, Guy and Antonia realise they have fallen for one another. Stunned, they keep their feelings to themselves (Mates).
It is while Jack and Antonia are having a kip below deck that Guy, not having had much sleep for a week, falls asleep while Marcus who is in the cockpit with Brenda, is taking his turn at the wheel. Fed up at not being able to make any phone calls, he hands it over to Brenda and nips down into the cabin where he clocks that Guy is asleep. He grabs the EPIRB and slings it into is bag with his precious software manuals assuming it is some other kind of mobile phone. Meanwhile, up on deck, exhilarated at being left in charge, Brenda realises that for years she has been putting a lid on herself and that it's time to take it off before her life is over (Buttoned Up). As lights begin to swirl around the boat she yells out to the others to come up and enjoy them. Guy wakes up, appalled to discover that she is at the wheel and that they are on a collision course. He takes over but it is too late. The noise of engines from a larger ship approaching, rises to a crescendo followed by a loud bang and darkness.
ACT TWO. Once in the life raft, the four survivors discover that Brenda is missing and call out to her (Out There) but Brenda is still alive having slumped with exhaustion beneath some bags. Relieved, Marcus breaks down. It's his wake-up call. Guy asks them individually if they have anything to declare. Aside from Kendall Mint cake, they keep their answers to themselves (Anything to Declare?). While the others are resting, Brenda lets John know she has noticed his undeclared tin of biscuits beneath his anorak. After John reveals the contents she encourages him to speak his thoughts to his deceased sailing partner and this leads her to speak to her husband. They have something in common. Both of them have been under the control of a domineering man (The Man in My Life) and even though one is dead and the other has Alzheimer’s they are still being controlled. It's time to let them go, but when Brenda pours the ashes into the sea, John's cry of anguish wakes the others. Guy gives their release some solemnity and reverence, and John and Brenda retreat with Marcus who has been in an orange survival suit since they threw themselves in the life raft. Realising that he is no longer the skipper, Guy's barriers come down, and he tells Antonia why he left the navy (His Face). In return, Antonia reveals her reasons for leaving the dance world. (Snapshot) They share their feelings about what they miss and what they don't miss, (Dancing on Air).
Later, when the conversation turns to cannibalism and who should be first on the menu should it ever come to that, Marcus attempts to cheer them up by suggesting they look no further than him. Aided by Antonia's Scottie pyjama case dog, he proceeds to convince them how delicious they would find him. (I'm a Tasty Little Morsel) but John is annoyed that he is not taking their situation seriously enough.
On the quiet, Guy congratulates Marcus, albeit enviously, for winning Antonia's heart. Puzzled, Marcus reveals that he is gay. Guy is delighted, but John, in a homophobic fury opens Marcus's bag in order to throw out his software manuals only to discover the EPIRB, which was supposed to have been in the sea giving the coastguard their whereabouts. Guy drapes it over the side so that it can do its work. They must now continue to be patient until they are found (Out of Reach (Reprise)). As they wait, it hits Marcus that he's been living a life he doesn't really enjoy and he decides to return to selling products to people who want them rather than convincing them to buy anything simply as a way of getting promotion. Brenda and Antonia also talk about their future. Antonia wishes she had brought her camera with her. She had left it at home so that she could concentrate on sailing, but it feels as though she has a limb missing. Brenda points out how animated she has become and Antonia realises that taking photographs is what she enjoys doing the most, and that she must have blocked it out because she was frightened at the thought of doing it for a living (So Scary a View /Out There (2nd Reprise).
Brenda reflects on her life when she was an art student and quite a different person, and how she loved to draw the human body. Encouraged by Antonia, she decides to sign up for life classes when she returns home.
When the coastguard rescue arrives, Marcus is frightened at the thought of being winched up into the air. John brushes aside his prejudices about gay men and declares he will take care of him suggesting they go up together, but he does so in a manner that is caring, having jettisoned his bossy, bad tempered manner with the ashes of the sailing partner he had been copying.
After Marcus, John and Brenda have been winched up to the helicopter, Antonia is acutely aware that she and Guy will soon be parted for ever. She attempts to tell him that she loves him but is interrupted by him declaring his love for her. Overwhelmed that they both have the same feelings for one another, they decide not to waste any more time. (Love You) (Act 2 Finale)