While ringing in the new year aboard the cruise ship Poseidon, a giant wave crashes into the ship and flips it upside down. A ragtag group of survivors realize their only chance is to make their way to the deepest bowels of the ship, now at the top, if they are going to have any chance of getting out.

The interior ship shots were filmed in two separate sound stages at Warner Bros. studios in Burbank, California, one in which the ballroom set was built "right-side-up," the other where the identical set was built upside-down.

Lucky Larry:
You just don't get the nickname "Lucky Larry." You gotta be lucky.

Audio/visual unsynchronized: When the audience are clapping along to the band when they first begin playing the sound of the clapping is not synchronized with visuals.

Written by Stacy Ferguson, Will i Am (as Will Adams), Keith Harris, Byron McWilliams and Ron Fair
Produced by Will i Am
Arranged, Conducted by and Vocals Produced by Ron Fair
Co-Produced by Ron Fair
Performed by Stacy Ferguson (as Fergie)
Fergie appears courtesy of A&M Records, a division of UMG Recordings, Inc.