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As Chris Atkinson struggled to stay afloat he worried about his hypothermic fishing buddy and wondered how he would explain his death if help didn't arrive soon.
Atkinson and his two mates Toby Davies and Lewis Jones had gone fishing off Auckland's Stanmore Bay last February. Hours later and 5km offshore, their boat was sinking and they were fighting for their lives, unsure if anyone was coming to save them.
Now they have recounted their story, praising the efforts of everyone who helped them - especially the volunteer lifeguards who found them.
Atkinson said they had checked the forecast and it was meant to be a southwesterly.
Things were going well and they were out next to Stanmore Bay cliff. But then the wind changed direction without any warning.
"It was quite sheltered where we were, but if you get a strong westerly coming through, it chops up pretty bad, pretty quick."
Jones said a big wave went over them and the boat took on water.
"The waves basically slammed us - then the boat started sinking".
Atkinson had brought along a marine VHF [very high frequency] radio and managed to make a mayday call seconds before his boat was flipped by another crashing wave, throwing the three men into the sea.
Jones said they had no idea if their call had been heard as they drifted further out to sea.
"The boat sank with the radio, so we were just waiting, hoping they [would] find us."
As they bobbed in the water the men, who were wearing lifejackets, tried not to think about the worse outcome.
"We didn't talk about it," said Atkinson. "We kind of stayed positive and kept the banter up."
He was however fearful for Davies who didn't have a wetsuit and was starting to show signs of hypothermia.
"It was going through my head, 'How do I explain to his partner Kylie - who we're good friends with - and his four kids'."
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Jones said he thought, 'I'm not gonna die on my mum's birthday', but he too was concerned about Davies.
"We huddled around him, basically cuddling each other to be honest, but it's kinda what we had to do," he recalls.
Then they waited.
On the day of the drama, Orewa Surf Life Saving Club chairman Faron Turner was the co-ordinating officer at Mechanics Bay. He was a member of the maritime unit tasked the manage the rescue team that day.
"The initial call came in on the radio, and then it died pretty quickly and we couldn't raise them again," Turner recalled.
"The team at the rescue centre, lead by the Coastguard, replayed the captured recording they had so we could clearly identify the location."
He dispatched two IRBs from the Orewa surf lifesaving club.
The limited information meant they had to search a wider area. And they had no idea of the seriousness of the situation.
"You're both in the water and you've lost communication, you're kind of guessing 'do they have lifejackets, don't they have lifejackets, what other safety equipment do they have?"
Turner said wasted time during a rescue can be life-threatening.
"We know that once a person's face-down in the water, it's a minute, if not, 30 seconds, before they're unconscious and then everything's pretty much going to get bad for them."
Lifeguard Kristian Larsen was nearing the end of his shift that afternoon with fellow guard Ben Sutton.
"At the time when we got told to go out he was doing a minor first aid - he finished that up quickly and we jumped in a boat and he drove us out."
The 16 year-old said it was exciting, but they had no idea what to expect - they were driving blind into the waves, with the helicopter overhead.
Jones, one of the fishers in trouble said "We saw the plane going up and down the beach, and we thought 'I hope they find us'.
"We had a whole lot of reflective gear from the boat, so we were trying to wave that around but, because the waves were quite big, they didn't really see us."
The men had been in the water for 40 minutes, and had drifted three nautical miles.
Atkinson said they were so excited to see the rescue boat.
"We were screaming, it was just phenomenal. As soon as they pulled up, they shouted 'who's out first?' and we told them Toby was hypothermic, and they responded.
Larsen said the men were incredibly grateful.
"They were continuously thanking us, we picked them up out of the water one by one, and got them in our boat, checked them all, made sure they were okay, and then handed them over to Coastguard."
He said the incident had extra significance for him because it was his first rescue.
He'd been patrolling for two years, and he'd been involved with surf lifesaving since he was aged 3, in Nippers.
"I feel really good, I don't really know what to say, but it's an honour. It was a big relief to actually see them all, clinging on to their boat."
Atkinson said the experience hadn't stopped him from going out on the water, but he takes more precautions now, including buying a replacement VHF which he keeps tied to him, and a personal locator beacon.
He said he has a new appreciation for the ocean, and the men who saved them.
"We went back round and saw the guys afterwards and just took them some food and stuff to say thank you, and they were saying it's very rare that they actually get appreciation for anything, so they normally rescue people and that's the last time they see them."
Jones said it was humbling to know how many people were involved in their rescue.
"From what I understand, we had the Coastguard looking for us, we had the IRBs looking for us, we had the police organising the whole thing from the shore, there was a mayday that went out to everyone on the water at the time, so there were about three other private vessels looking for us as well."
Atkinson praised all the rescue services involved, but said the volunteer lifeguards were on another level.
"These guys just give up the days and give up their time to go save people like us. Otherwise, we wouldn't be here."