When captain Wellington Crowther (Sid James) boards his ship the S.S.Wanderer he finds several of his crew replaced by apparent incompetents. Kenneth Williams is a sarcastic know-it-all, Kenneth Connor is a love-hungry doctor, and Lance Percival plays a chef with strange ideas about cake ingredients. Soon he realises the passengers are just as loopy: tiny old dear Esma Cannon is a "mad pixie" with a passion for mixers, Ronnie Stevens plays an alcoholic who drinks himself around the world without leaving the ship's bar, and Dilys Lane is on the prowl for a man much to the annoyance of her best friend (Liz Fraser).

The replacement crew do their best to please their temporary captain, but all efforts only serve to frustrate him. When they find out this cruise is to be his last on the ship they set about organising a surprise party to make amends.

The first colour Carry On is slightly smuttier than the earlier films, an indication of things to come, and boasts a large and realistic ocean liner set. Due to obvious budgetary limitations the action doesn't leave the ship, so brief stock footage is used to establish foreign locales when the ship drops anchor.

Sid James is rather underused in his mainly straight (and non-lecherous) role as ship's captain, his trademark cackle only appearing once or twice. Kenneth Williams doesn't get to do much more, as here the talented Kenneth Connor takes centre stage. He shyly pursues Dilys Lane's husband hunting young woman, who stalks both the gym tutor and the captain before realizing the doctor's intentions. Lance Percival (a face created for comedy) amuses as the ship's chef, and Esma Cannon provides a few laughs as a dizzy pensioner.

Those who prefer the earlier Carry Ons may find this one falling between two stools, as the transition to the series' middle period is much in evidence here. As always though, it provides enough real laughs and remains as watchable and good-natured as any in the series. A good example of vintage British humour for those interested.