A man and a woman have been rescued off the coast of Wilsons Promontory in Victoria's south east after their boat ran out of fuel.
Police said the pair were on board a commercial boat that got into difficulty around 10 o'clock last night just off Skull Rock.
Water Police Inspector James Dalton told ABC Radio Gippsland the boat was travelling from Queenscliff to Port Albert.
"They couldn't anchor because it's extremely deep around there, I think around 90 to 100 metres, so they were just floating," he said.
"There was water coming into their boat and they didn't have a working bilge pump to pump that water out.
"They were actually in a fairly dire situation."
The two abandoned the vessel and got into a dinghy that was attached to their boat before deploying an emergency beacon.
Inspector Dalton said the man and the woman, who were working as the vessel's captain and deckhand, were the only people on board.
The police air wing located the dinghy around midnight and the pair were eventually rescued by a nearby cruise ship.
Inspector Dalton said a police boat was on its way to rescue the man and woman but the cruise ship was closer.
"We got the helicopter above them reasonably quickly, after an hour or so, but then [it's] just getting them off the vessel that's the hard thing, so we were lucky we had the cruise liner close by," he said.
Inspector Dalton said the pair waited for about three hours before being pulled from their dinghy and they were fortunate that conditions were mild.
No-one was injured and the pair were taken on board the cruise ship, which was heading to Melbourne.
Inspector Dalton urged people to ensure they had enough fuel, working pumps, and appropriate safety equipment when out on the water.