Two Years Before the Mast is a 1946 American historical adventure film directed by John Farrow and starring Alan Ladd, Brian Donlevy, William Bendix, and Barry Fitzgerald.

He embarks upon a long, hellish sea voyage under the tyrannical rule of Captain Francis Thompson, assisted by his first mate, Amazeen.

In 1936, Republic Studios announced plans to make a version of the film starring James Dunn and produced by Bert Clark.

[5][6] Actor Lew Ayres was mentioned as a possible director[7] and Lionel Barrymore, or, if he refused, Walter Connolly was going to star.

[9] Negotiations with Barrymore, Connolly and Fredric March fell through and the studio tried to sign Henry Wilcoxon.

[11] However this was postponed when World War II was declared, as Small was reluctant to make such an expensive film in an uncertain marketplace.

John Farrow watched some test footage she made and was impressed; she was brought back to play the female lead.

[17] Due to war time restrictions – notably lack of transport – Paramount had endured many logistical difficulties filming the pirate movie Frenchman's Creek on location.

This also meant that Barry Fitzgerald, who became a star in Going My Way (1944) while the film was waiting for release, was upped to above the title billing.