Down Periscope is a 1996 comedy movie starring Kelsey Grammer as the captain of a rust-bucket submarine called the USS Stingray, (referred to as "the USS Rustoleum" by Grammer), who is fighting for his career. Rob Schneider provides comic support as the uptight executive officer, and Lauren Holly costars as the Navy's first female submarine crewmember. The USS Stingray in the movie was filmed on the USS Pampanito, a Balao-class submarine from WWII, now a museum ship and memorial in San Francisco.
Lieutenant Commander Thomas Dodge (Kelsey Grammer), a capable, a somewhat unorthodox U.S. Navy officer, is about to be denied command of his own submarine for a third time because of his questionable history, including a widely known tattoo on his penis reading 'Welcome aboard!' that he got in a bout of drunkenness after the embarrassment caused by a "Murmansk brushing incident" some years prior. He is particularly opposed by Rear Admiral Yancy Graham (Bruce Dern), who dislikes Dodge personally. Failure to secure a command will result in him being dropped from the command program, which he informs his commander, Vice Admiral Dean Winslow (Rip Torn), will lead to his early retirement. Winslow asks Dodge if he is setting terms; Dodge replies that he is merely "respectfully requesting." Winslow manages to convince the Navy to give him a last chance in a wargame to test the Navy's defenses against enemy diesel submarines. For this purpose, Dodge is granted the command over a rusty and outdated Balao-class diesel sub, the USS Stingray, which should simulate a situation with Russian diesel subs sold to terrorists. Winslow gives Dodge the order to "think like a pirate", meaning to disregard the traditional rules of warfare and play by his own discretion. Winslow tells Dodge that if he can win the wargame -- which includes Winslow's giving the Stingray two live torpedoes to sink a mock target in Norfolk harbor -- he will do what he can to get Dodge command of a Los Angeles-class nuclear submarine.
Dodge's opponent in the wargame is Admiral Graham, who is overseeing the maneuvers of the ultra-modern submarine USS Orlando, headed by Commander Carl Knox (William H. Macy). Graham, motivated by his dislike for Dodge and his own ambition (he brags that he has never lost a wargame, and that he is in line for a third star), tries to arrange circumstances to make Dodge's mission even more difficult. He handpicks a motley crew for the Stingray consisting mostly of what he considers rejects and failures: hot-tempered Executive Officer Martin Pascal (Rob Schneider), rebellious Engineman 1st Class Brad Stapanek, sharp-eared Sonar Technician 2nd Class E.T. 'Sonar' Lovacelli (Harland Williams), compulsive gambler Seaman Stanley 'Spots' Sylvesterson, shock-prone (and shock-addled) electrician Seaman Nitro (Toby Huss), and the not-so-culinary cook Seaman Buckman. Also, as part of a pilot program instituted by Graham, Lieutenant Emily Lake (Lauren Holly) joins the crew as the Navy's first female diving officer. When Dodge's non-conventional tactics threaten Graham's success, he radios Dodge that the containment area of the exercise has been cut in half, effectively limiting what courses Dodge can take, also reminding him that the Stingray will unconditionally surrender upon being informed of a "shooting solution" (or enemy lock-on) at any time during the wargame.
Using risky and unorthodox strategies to offset their technological disadvantage, Dodge and the Stingray crew manage to evade the Orlando. After Dodge remembers his orders to "think like a pirate" and leaves the modified exercise area, Pascal attempts to relieve Dodge of his command. No one supports Pascal, and Dodge makes him walk the plank into the nets of a flagged-down fishing boat after a mock trial for attempted mutiny. Dodge then makes a final run for Norfolk, attempting to navigate the Stingray between the propellors of a ship heading for the harbor, which would make it impossible for the Orlando to confirm the Stingray's position by sonar. Both the pilot and Lieutenant Lake question Dodge's navigation as the Stingray mistakenly heads directly for one of the screws; after a tense moment, Lake takes her position as diving officer and successfully positions the submarine. Dodge and Lake then talk in his cabin, Lake realizing after the fact that Dodge was purposely steering the boat incorrectly to force her hand. She thanks him for his confidence in her, then kisses him briefly before both are called back to bridge.
Graham by this point has assumed direct command of the Orlando helm and contacted Norfolk harbor, closing it to civilian traffic. With the tanker diverting and the Stingray losing its cover, Dodge, knowing that the Orlando is nearby, heads into the harbor and fires his torpedoes with only a rudimentary shooting solution. Immediately after the second torpedo is away, the Stingray is "pinged"; Graham has accquired a shooting solution and "killed" the Stingray. Dodge radios a response to the Orlando congratulating Graham on the "kill", but informing Graham that the Stingray had already fired two torpedoes, reminding Graham that if the torpedoes successfully impact their target, the Stingray still wins. An enraged Graham can do nothing but wait, and soon both torpedoes find their mark, giving the admiral his first wargame defeat.
Admiral Winslow shows up at the Norfolk docks and is confronted by an irate Graham, who claims that Dodge left the wargame containment area; but Winslow tells Graham that he knows Graham altered the area without being authorized to do so. Graham then tries to say that Dodge had defied his direct order, but Winslow reveals that Dodge was acting under his direct orders, which took precedence over Graham's. He also tells Graham that because of his actions, he "can forget about that third star."
Winslow congratulates Dodge on a job well done and tells him that because of his impressive performance, he will not get a Los Angeles-class submarine; instead he will be given a brand-new Seawolf-class submarine, and a "proper crew". Dodge hesitates for a moment before telling Winslow that he would have to decline the posting unless he could take his current crew along to the new sub, saying that without them he wouldn't have been able to win the game. A bemused Winslow again asks Dodge if he is setting terms, with Dodge again saying that he is only "resepectfully requesting." Winslow then points out that at least Dodge was able to make a decent sailor out of his son, Stepanak, who had enlisted under his mother's name to avoid any accusations of nepotism. As the crew breaks up for leave, Lake asks Dodge the story behind "this tattoo I keep hearing about", and as they walk off, Dodge can be heard beginning to tell her about the Murmansk brushing incident.