All boats have spirits. This one has two, and they don't get along. The wooden sailboat Thelma was built in 1936. Her spirit, a frumpy matron in fuzzy slippers, bathrobe and curlers, is an expert in all things nautical. New owner, Matt Priest, plans to sail the world. Thelma fails to inspire his confidence, so he changes the boat's name to Theodora R. Theodora Regina, co-ruler of Rome in 400 A.D. with King Justinian, is a ruthless tyrant, also known as the Whore of Babylon. For reasons that soon become apparent both spirits must share the same hull. Thelma sees in her young captain the makings of a fine sailor, but the queen is obsessed with her own vanity regardless of how it effects shipboard safety and morale. Their developing war of wills is a constant threat to the voyage.