As thousands of British nationals are evacuated from Lebanon in a massive sea and air operation, around 1,300 evacuees fill officers' living areas and dining rooms as the HMS Bulwark sails from Beirut.
A sailor helps a child draw to pass the 12-hour journey
The 1,300 evacuees were loaded on to the 176m warship over eight hours.
From 11am the ship began to fill with the sound of children crying and playing.
By 2pm, when the first 800 people had boarded, at least 250 of the evacuees were children under five.
The warship had taken helicopter drops of babies' milk, nappies and sweets to cope with its young passengers.
Some children rollerbladed in the ship's corridors and others stared into their GameBoys.
The ship's sailors helped entertain the youngsters by drawing pictures with them and offering sweets while Harry Potter films bellowed out from several screens.
The Bulwark sailed in the evening, slowly navigating through an Israeli sea blockade. It was expected to reach the Cyprus port of Limassol in the early hours of Friday - some 12 hours later.
The BBC's Clive Myrie says the ship is a lifeline for hundreds and possibly thousands of people as it was their only option to escape the war.
Shirley Nader said: "We had been told we needed to get out quickly, for [my children's] safety too, I have to think of them.
"So I contacted the British embassy and they said register with us and we'll contact you when its time to move."
HMS Bulwark was due to arrive back in the UK on Friday after a six-month tour which had taken them to Pakistan, Somalia and Yemen.
Many of the children on HMS Bulwark were under five
But morale among the crew appeared to be high, as the Marine commandos, Royal Navy and Royal Irish regiment on board helped their passengers.
They wandered around, talking to people, offering drinks, food and telephone calls home.
Commander Jeremy Rigby said: "There's a real buzz around the ship.
"Of course there's disappointment that we are not home to see our families, but when you look around and see the relief on these people's faces, it makes it all worth it."
In the ship's junior dining room, Fatima Kemp, a widow aged 62, sat crying among the crowds.
Her apartment was in a badly bombed area of southern Lebanon and she had not left it for a week. For most nights she could not sleep until dawn because of the sound of bombing and planes circling.
Mrs Kemp, who had lived in London for 30 years with her English husband, was going to stay with her daughter in Manchester.