TEARS could not be held back and emotions spilled over as thousands gathered in Southampton to say a sad farewell to the city’s favourite liner, Queen Elizabeth 2.

It was a memorable sight as the Cunader, surrounded by an armada of small boats, disappeared into the darkness of a cold, November evening, never to return again.

Although QE2 is no longer in the city, sentiment is still running high over what exactly lays in wait for the most famous ship in the world when she arrives in Dubai to be converted into a floating hotel and entertainment complex.

Many thousands of miles away, in the opposite direction, another large part of Southampton’s heritage lies sweltering in the Californian sun, just about surviving despite a number of financial scares in the past.

Cunard’s original Queen Mary, finally taken out of service in 1967, has been at her berth in Long Beach for the past four decades and earns her retirement pension as a tourist attraction, conference centre and hotel.

Now another of Southampton’smaritime treasures has been lost to the city as QE2 prepares to end her seagoing days chained to a marina in the oil-rich emirate, where she is expected to undergo a series of radical changes.

QE2’s army of loyal fans know that, unlike Queen Mary, her new owners have almost limitless wealth at their disposal and her future is therefore financially ensured, but there are great concerns over proposals which, if they go ahead, will drastically change the elegant lines that have set her apart from other vessels for 40 years.

In Long Beach a succession of operators, including the all-powerful Walt Disney empire, have struggled to maintain Queen Mary in the condition she was in when she left Southampton.

From a distance Queen Mary remains an impressive sight and looks as if she could still power her way across the Atlantic on her old passage between Southampton and New York but up close it is a different story.

When “The Mary’’, as she was always known in Southampton, arrived in America an unforgivable act of vandalism saw her giant boilers ripped out leaving just a huge empty space.

Permanent power lines and water pipes were pushed through her hull and, for a short time, the liner’s famed Verandah Grill, once the haunt of film stars and millionaires who enjoyed the finest haute cuisine, was turned into a burger bar. Luckily this has now been restored and is once again an elegant retreat for guests staying on board.

These days Queen Mary hosts various conventions, is the venue for gala occasions and each year thousands of visitors, including many from her old port of Southampton, tour the ship and walk along her expansive decks.

Many of her public rooms remain untouched and, although not every area has been so well looked after, people can still feel a little of that old atmosphere of grand living at sea when to be invited to dine at the captain’s table was the ultimate society coup.

So Queen Mary continues to attract visitors who are keen to see the many original art deco interiors, to delight in the traditional brass fittings and controls on the bridge and to enjoy the sheer beauty of her original lines. It is these features that keeps the people coming back.

When it was announced Dubai had paid £50m for QE2 there was disappointment that she would not be retained in familiar and nostalgic waters but there was also the realisation that if the liner had not been sold there was a real possibility that she would have been scrapped.

Some, who have known and travelled on the liner ever since the time she first arrived in Southampton back in the late 1960s, would have preferred to see her broken up and be remembered as she was in all her glory rather than be permanently marooned alongside a marina in Dubai.

However, Cunard maintains this new career in the Middle East is the best option for QE2 as she will never be allowed to deteriorate due to her role as part of one of the world’s most luxurious holiday destinations.

The shipping line also say that repositioning her in Dubai means that future generations will be able to experience QE2’s unrivalled service and the surroundings that made her such a legend.

Today QE2 is still at sea and taking a final bow at many ports of call along the way to Dubai but it is what happens to her once she is transferred to her new owners that has already raised a number of worries.

Unlike any other liner, QE2’s decks are full of many original oil paintings, vast collections of Cunard memorabilia and ship models, and even the grand piano from Queen Mary. All these items were included in the sale price and representatives from Dubai have been on board to check that none have been removed.

Up to now, Dubai World, the company which has bought QE2, has resolutely refused to reveal any details of its plans but Internet discussion sites are alive with information.

It seems among the schemes being considered is one that calls for the removal of QE2’s iconic funnel, which would be placed on the dockside and used as an entrance and information centre for the floating hotel. This would be replaced by a glass-fronted structure containing ultra-luxurious guest suites.

Other suggestions include gutting many of the passenger decks to create more up-to-date accommodation, chopping off the davits and lifeboats so three new decks can be added, and totally removing the engines that made QE2 the most powerful and fastest passenger liner in maritime history.

Those who fear for the QE2’s future have taken comfort in the news that Commodore Ronald Warwick, who was for so long the master of QE2, is coming back out of retirement to take command of the ship once again.

Commodore Warwick has accepted the position as the “owner’s representative’’ on the liner after she arrives in Dubai and will oversee the early stages of the QE2’s conversion.

It was Commodore Warwick’s father, the late Commodore William Warwick who was the first master of QE2 when she entered service in 1969.

“It is a real twist of fate that my father played a vital role in putting QE2 together and now I will be there as she is taken apart,’’ he said.