Billy Budd (Terence Stamp) is a young merchant seaman who is requisitioned by a man of war ship. Billy is optimistic and kind to everyone, and with his simple ways he is able to win over the rest of the crew. All except Master at Arms, Claggart (Robert Ryan). Claggart is cruel and bitter, he enjoys torturing the men, all of whom live in fear of him. Billy attempts to win Claggart over, and almost succeeds, but alarmed by Billy's kindness Claggart becomes determined to punish him.
Perhaps the irony is that Billy is too good for the world.
Ustinov searched all over for a young unknown who could play Billy Budd. Stamp thought he was not angelic enough to play Billy and upon his interview with Ustinov was so overcome he was unable to speak. Ustinov was delighted as he knew Stamp would be able to portray Billy's inability to speak in times of distress. The film also co-stars Melvyn Douglas and David McCallum.