The US Coast Guard is searching for two missing crew members from the tall ship, HMS Bounty.
The ship ran into trouble Monday as as the crew tried to escape Hurricane Sandy's fury – off North Carolina's Cape Hatteras.
Fourteen other crew members were rescued early this morning.
The ship itself is reported to have sunk.
The HMS Bounty was built for MGM studios in 1960 for the classic movie, "Mutiny on the Bounty", starring Marlon Brando.
It was built according to the plans of the original 18th century ship.
The Bounty also appeared in one version of Treasure Island, and "Pirates of the Caribbean: Dead Man's Chest."
For the last 20 years or so it's served as an educational vessel.
Sailors say heading out to sea in a storm is quite normal.
"Ships are meant to sail," says one former sailor, Kelsey Freeman. "And they generally are going to float a lot better when they're out to sea than if they're tied to a dock."
Freeman spent seven years working on tall ships.
In a storm like this, says Freeman, where the waters rise because of a storm surge, you have to leave extra slack on the ropes. As a result the ship will "move around a lot and probably dash itself to bits on the rocks."
Looking at the map, says Freeman, it seems the Bounty just didn't have enough room to skirt the storm.
But the Bounty encountered a more critical problem according to the ship's official Facebook page. It lost power.
"If your only pumps are electrically based and you lose your electricity," says Freeman, "then it becomes an issue of when you will sink, not if."
As of 1615 EDT, the US Coast Guard was continuing the search for the two missing seamen.