CUT TO:

102 INT. KELDYSH IMAGING SHACK

OLD ROSE blinks, seeming to come back to the present. She sees the wreck on the screen, the sad ghost ship deep in the abyss.

ROSE

That was the last time Titanic ever saw daylight.

Brock Lovett changes the tape in the minicassette recorder.

BROCK

So we're up to dusk on the night of the sinking. Six hours to go.

BODINE

Don't you love it? There's Smith, he's standing there with the iceberg warning in his fucking hand...

(remembering Rose)

... excuse me... in his hand, and he's ordering more speed.

BROCK

26 years of experience working against him. He figures anything big enough to sink the ship they're going to see in time to turn. But the ship's too big, with too small a rudder... it can't corner worth shit. Everything he knows is wrong.

ROSE is ignoring this conversation. She has the art-nouveau comb with the jade butterfly on the handle in her hands, turning it slowly. She is watching a monitor, which shows the ruins of Suite B-52/56. PUSH IN until the image fills frame.

TRANSITION:

103 INT. ROSE'S SUITE

... 1912. Like in a dream the beautiful woodwork and satin upholstery emerge from the rusted ruin. Jack is overwhelmed by the opulence of the room. He sets his sketchbood and drawing materials on the marble table.

ROSE

Will this light do? Don't artists need good light?

JACK

(bad French accent)

Zat is true, I am not used to working in such 'orreeble conditions.

(seeing the paintings)

Hey... Monet!

He crouches next to the paintings stacked against the wall.

JACK

Isn't he great... the use of color? I saw him once... through a hole in this garden fence in Giverny.

She goes into the adjoining walk-in wardrobe closet. He sees her go to the safe and start working the combination. He's fascinated.

ROSE

Cal insist on luggin this thing everywhere.

JACK

Should I be expecting him anytime soon?

ROSE

Not as long as the cigars and brandy hold out.

CLUNK! She unlocks the safe. Glancing up, she meets his eyes in the mirror behind the safe. She opens it and removes the necklace, then holds it out to Jack who takes it nervously.

JACK

What is it? A sapphire?

ROSE

A diamond. A very rare diamond, called the Heart of the Ocean.

Jack gazes at wealth beyond his comprehension.

ROSE

I want you to draw me like your French girl. Wearing this.

(she smiles at him)

Wearing only this.

He looks up at her, surprised, and we CUT TO:

104 ROSE'S BEDROOM. ON THE BUTTERFLY COMB as Rose draws it out of her hair. She shakes her head and her hair falls free around her shoulders.

105 IN THE SITTING ROOM Jack is laying out his pencils like surgical tools. His sketchbook is open and ready. He looks up as she comes into the room, wearing a silk kimono.

ROSE

The last thing I need is another picture of me looking like a china doll. As a paying customer, I expect to get what I want.

She hands him a dime and steps back, parting the kimono. The blue stone lies on her creamy breast. Her heart is pounding as she slowly lowers the robe.

Jakc looks so stricken, it is almost comical. The kimono drops to the floor (this is all in cuts, lyrical).

ROSE

Tell me when it looks right to you.

She poses on the divan, settling like a cat into the position we remember from the drawing... almost.

JACK

Uh... just bend your left leg a little and... and lower your head. Eyes to me. That's it.

Jack starts to sketch. He drops his pencil and she stifles a laugh.

ROSE

I believe you are blushing, Mr. Big Artiste. I can't imagine Monsieur Monet blushing.

JACK

(sweating)

He does landscapes.

TIGHT ON JACK as his eyes come up to look at her over the top edge of his sketchpad. We have seen this image of him before, in her memory. It is an image she will carry the rest of her life.

Despite his nervousness, he draws with sure strokes, and what emerges is the best thing he has ever done. Her pose is languid, her hands beautiful, and her eyes radiate her energy.

PUSH SLOWLY IN ON ROSE'S FACE...

TRANSITION:

106 INT. KELDYSH / IMAGING SHACK

MATCH DISSOLVE/MORPH to Rose, 101 years old. Only her eyes are the same.

OLD ROSE

My heart was pounding the whole time. It was the most erotic moment of my life... up till then at least.

CUT TO REVERSE: A semicircle of listeners staring in rapt, frozen silence. The story of Jack and Rose has finally and completely grabbed them.

BODINE

What, uh... happened next?

OLD ROSE

(smiling)

You mean, did we "do it"?

CUT TO:

107 INT. ROSE AND CAL'S SUITE - NIGHT

BACK TO 1912. Jack is signing the drawing. Rose, wearing her kimono again, is leaning on his shoulder, watching.

OLD ROSE (V.O.)

Sorry to disappoint you Mr. Bodine.

Rose gazes at the drawing. He has X-rayed her soul.

ROSE

Date it, Jack. I want to always remember this night.

He does: 4/14/1912. Rose meanwhile scribbles a note on a piece of Titanic stationary. We don't see what it says. She accepts the drawing from him, and crosses to the safe in the wardrobe.

She puts the diamond back in the safe, placing hte drawing and the note on top of it. Closes the door with a CLUNK!

CUT TO:

108 INT. FIRST CLASS SMOKING ROOM - NIGHT

Lovejoy enters from the Palm Court through the revolving door and crosses the room toward Hockley. A fire is blazing in the marble fireplace, and the usual fatcats are playing cards, drinking and talking. Cal sees Lovejoy and detaches from his group, coming to him.

LOVEJOY

None of the stewards have seen her.

CAL

(low but forceful)

This is ridiculous, Lovejoy. Find her.

CUT TO:

109 EXT. ATLANTIC - NIGHT

TITANIC glides across an unnatural sea, blakc and calm as a pool of oil. The ships lights are mirrored almost perfectly in the black water. The sky is brilliant with stars. A meteor traces a bright line across the heavens.

110 ON THE BRIDGE, Captain Smith peers out at the blackness ahead of the ship. QUARTERMASTER HITCHINS brings him a cup of hot tea with lemon. It steams in the bitter cold of the open bridge. Second Officer Lightoller is next to him, staring out at the sheet of black glass the Atlantic has become.

LIGHTOLLER

I don't think I've ever seen such a flat calm, in 24 years at sea.

SMITH

Yes, like a mill pond. Not a breath of wind.

LIGHTOLLER

It's make the bergs harder to see, with no breaking water at the base.

SMITH

Mmmmm. Well, I'm off. Maintain speed and heading, Mr. Lightoller.

LIGHTOLLER

Yes sir.

SMITH

And wake me, of course, if anything becomes in the slightest degree doubtful.

CUT TO:

111 INT. ROSE AND CAL'S SUITE

Rose, fully dressed now, returns to the sitting room. They hear a key in the lock. Rose takes Jack's hand and leads him silently through the bedrooms. Lovejoy enters by the sitting room door.

LOVEJOY

Miss Rose? Hello?

He hears a door opening and goes through Cal's room toward hers.

CUT TO:

112 INT. CORRIDOR OUTSIDE SUITE

Rose and Jack come out of her stateroom, closing the door. She leads him quickly along the corridor toward the B deck foyer. They are halfway across the open space when the sitting room door opens in the corridor and Lovejoy comes out. The valet sees Jack with Rose and hustles after them.

ROSE

Come on!

She and Jack break into a run, surprising the few ladies and gentlemen about. Rose leads him past the stairs to the bank of elevators. They run into one, shocking the hell out of the OPERATOR.

ROSE

Take us down. Quickly, quickly!

The Operator scrambles to comply. Jack even helps him close the steel gate. Lovejoy runs up as the lift starts to descend. He slams one hand on the bars of the gate. Rose makes a very rude and unladylike gesture, and laughs as Lovejoy disappears above. The Operator gapes at her.

CUT TO:

113 INT. E-DECK FOYER / ELEVATORS

Lovejoy emerges from another lift and runs to the one Jack and Rose were in. The Operator is just closing the gate to go back up. Lovejoy runs around the bank of elevators and scans the foyer... no Jack and Rose. He tries the stairs going down to F-Deck.

CUT TO:

114 INT. F-DECK CORRIDORS / FAN ROOM

A functional space, with access to a number of machine spaces (fan rooms, boiler uptakes). Jack and Rose are leaning against a wall, laughing.

JACK

Pretty tough for a valet, this fella.

ROSE

He's an ex-Pinkerton. Cal's father hired him to keep Cal out of trouble... to make sure he always got back to the hotel with his wallet and watch, after some crawl through the less reputable parts of town...

JACK

Kinda like we're doin' right now-- uh oh!

Lovejoy has spotted them from a cross-corridor nearby. He charges toward them. Jack and Rose run around a corner into a blind alley. There is one door, marked CREW ONLY, and Jack flings it open.

115 They enter a roaring RAN ROOM, with no way out but a ladder going down. Jack latches the deadbolt on the door, and Lovejoy slams against it a moment later. Jack grins at Rose, pointing to the ladder.

JACK

After you, m'lady.

CUT TO:

116 INT. BOILER ROOM FIVE AND SIX

Jack and Rose come down the escape ladder and look around in amazement. It is like a vision of hell itself, with the roaring furnaces and black figures moving in the smoky glow. They run the length of the boiler room, dodging amazed stokers, and trimmers with their wheelbarrows of coal.

JACK

(shouting over the din)

Carry on! Don't mind us!

They run through the open watertight door into BOILER ROOM SIX. Jack pulls her through the fiercely hot alley between two boilers and they wind up in the dark, out of sight of the working crew. Watching from the shadows, they see the stokers working in the hellish glow, shovelling coal into the insatiable maws of the furnaces. The whole place thunders with the roar of the fires.

CUT TO:

117 INT. FIRST CLASS SMOKING ROOM

Amid unparalled luxury, Cal sits at a card game, sipping brandy.

COLONEL GRACIE

We're going like hell I tel you. I have fifty dollars that says we make it into New York Tuesday night!

Cal looks at his gold pocket watch, and scowls, not listening.

CUT TO:

118 OMITTED

119 INT. BOILER ROOM SIX

The furnaces roar, silhouetting the glistening stokers. Jack kisses Rose's face, tasting the sweat trickling down from her forehead. They kiss passionately in the steamy, pounding darkness.

CUT TO:

120 INT. HOLD #2

Jack and Rose enter and run laughing between the rows of stacked cargo. She hugs herself against the cold, after the dripping heat of the boiler room.

They come upon William Carter's brand new RENAULT touring car, lashing down to a pallet. It looks like a royal coach from a fairy tale, its brass trim and headlamps nicely set off by its deep burgundy color.

Rose climbs into the plushly upholstered back seat, acting very royal. There are cut crystals bud vases on the walls back there, each containing a rose. Jack jumps into the driver's seat, enjoying hte feel of the leather and wood.

JACK

Where to, Miss?

ROSE

To the stars.

ON JACK as her hands come out of the shadows and pull him over the seat into the back. He lands next to her, and his breath seems loud in the quiet darkness. He looks at her and she is smiling. It is the moment of truth.

JACK

Are you nervous?

ROSE

Au contraire, mon cher.

He strokes her face, cherishing her. She kisses his artist's fingers.

ROSE

Put your hands on me Jack.

He kisses her, and she slides down in the seat under his welcome weight.

CUT TO:

121 INT. WIRELESS ROOM

A BRILLIANT ARC OF ELECTRICITY fills frame-- the sparks gap of the Marconi instrument as SENIOR WIRELESS OPERATOR JACK PHILLIPS (24) rapidly keys out a message. Junior Operator Bride looks through the huge stack of outgoing messages swamping them.

BRIDE

Look at this one, he wants his private train to meet him. La dee da.

(slaps them down)

We'll be up all bloody night on this lot.

Phillips start to receive an incoming message from a nearby ship, the Leyland frieghter CALIFORNIAN, which jams his outgoing signal. At such close range, the beeps are deafening.

PHILLIPS

Christ! It's that idiot on the Californian.

Cursing, Phillips furiously keys a rebuke.

CUT TO:

122 INT. / EXT. WIRELESS SHAK / FREIGHTER CALIFORNIAN

Wireless Operater CYRIL EVANS pulls his earphone off his ear as the Titanic's spark deafens him. he translates the message for THIRD OFFICER GROVES.



EVANS

Stupid bastard. I try to warn him about the ice, and he says "Keep out. Shut up. I'm working Cape Race."

GROVES

Now what's he sending?

EVANS

"No seasickness. Poker business good. Al". Well that's it for me. I'm shutting down.

As Evans wearily switches off his generator, Groves goes out on deck. PAN oFF Him to reveal the ship is stopped fifty yards from the edge of a field of pack ice and icebergs stretching as far as the eye can see.

CUT TO:

123 EXT. OCEAN / TITANIC

ON TITANIC, steaming hellbent through the darkness, hurling up white water at the bows. The bow comes straight at us, until the bow wave WIPES THE FRAME--

CUT TO:

124 INT. HOLD #2

PUSHING IN on the rear window of the Renault, which is completely fogged up. Rose's hand comes up and slams against the glass for a moment, making a handprint in the veil of condensation.

INSIDE THE CAR, Jack's overcoat is liek a blanket over them. It stirs and Rose pulls it down. They are huddled under it, intertwined, still mostly clothed. Their faces are flushed and they look at each other wonderingly. She puts her hand on his face, as if making sure he is real.

ROSE

You're trembling.

JACK

It's okay. I'm alright.

He lays his cheek against her chest.

JACK

I can feel your heart beating.

She hugs his head to her chest, and just holds on for dear life.

OLD ROSE (V.O.)

Well, I wasn't the first teenage girl to get seduced in the backseat of a car, and certainly not the last, by several million. He had such fine hands, artists' hands, but strong too... roughened by work. I remember their touch even now.

CUT TO:

125 EXT. ATLANTIC / TITANIC - NIGHT

The bow sweeps under us, and the CAMERA CLIMBS toward the foremast and the tiny half-cylinder of the crow's nest, which grows as we push in on lookouts Fleet and Lee. They are stamping their feet and swinging their arms, trying to keep warm in the 22 knot freezing wind, which whips capor of their breath away behind.

FLEET

You can smell ice, you know, when it's near.

LEE

Bollocks.

FLEET

Well I can.

CUT TO:

126 INT. BOILER ROOM SIX

Without hearing hte words over the roar of the furnaces, we see stokers telling TWO STEWARDS which way Rose and Jack went. The stewards move off toward the forward holds.

CUT TO:

127 INT. CAL AND ROSE'S SUITE

Cal stands at the open safe. He stares at the drawing of Rose and his face clenches with fury. He reads the not again: "DARLING, NOW YOU CAN KEEP US BOTH LOCKED IN YOUR SAFE, ROSE".

Lovejoy, standing behind him, looks over his shoulder at the drawing. Cal crumples Rose's not, then takes the drawing in both hands as if to rip it in half. He tenses to do it, then stops himself.

CAL

I have a better idea.

CUT TO:

128 INT. HOLD #2 - NIGHT

The two stewards enter. They have electric torches and play the beams around the hold. They spot the Renault with its fogged up rear window and approach it slowly.

FROM INSIDE we see the torch light up Rose's passionate handprint, still there on the fogged up glass. One steward whips open the door.

STEWARD

Got yer!

REVERSE: the back seat is empty.

CUT TO:

129 EXT. FORWARD WELL DECK AND CROW'S NEST - NIGHT

Rose and Jack, fully dressed, come through a crew door onto the deck. They can barely stand, they are laughing so hard.

UP ABOVE THEM, IN THE CROW'S NEST, lookout Fleet hears the disturbance below and looks around and back down to the well deck, where he can see two figures embracing.

Jack and Rose stand in each others arms. Their breath clouds around them in the now freezing air, but they don't even feel the cold.

ROSE

When this ship docks, I'm getting off with you.

JACK

This is crazy.

ROSE

I know. It doesn't make any sense. That's why I trust it.

Jack pulls her to him and kisses her fiercely.

130 IN THE CROW'S NEST Fleet nudges Lee.

FLEET

Cor... look at that, would ya.

LEE

They're a bloody sight warmer than we are.

FLEET

Well if that's what it takes for us two to get warm, I'd rather not, if it's all the same.

They both have a good laugh at that one. It is Fleet whose expression falls first. Glancing forward again, he does a double take. The color drains out of his face.

FLEET'S POV: a massive iceberg right in their path, 500 yards out.

FLEET

Bugger me!!

Fleet reaches past Lee and rings the lookout bell three times, then grabs the telephone, calling the bridge. He waits precious seconds for it to be picket up, never taking his eyes off the black mass ahead.

FLEET

Pick up, ya bastard.

CUT TO:

131 INT. / EXT. BRIDGE

Inside the enclosed wheelhous, SIXTH OFFICER MOODY walks unhurriedly to the telephone, picking it up.

FLEET (V.O.)

Is someone there?

MOODY

Yes. What do you see?

FLEET

Iceberg right ahead!

MOODY

Thankyou.

(hangs up, calls to Murdoch)

Iceberg right ahead!

Murdoch sees it and rushes to the engine room telegraph. While signaling "FULL SPEED ASTERN" he yells to Quartermaster Hitchins, who is at the wheel.

MURDOCH

Hard a' starboard.

MOODY

(standing behind Hitchins)

Hard'a starboard. The helm is hard over, sir.

 

CRASH SEQUENCE / SERIES OF CUTS:

132 CHIEF ENGINEER BELL is just checking the soup he has warming on a steam manifold when the engine telegraph clangs, then goes... incredibly... to FULL SPEED ASTERN. He and the other ENGINEERS just stare at it a second, unbelieving. Then Bell reacts.

BELL

Full astern! FULL ASTERN!!

The engineers and greasers like madmen to close steam valves and start braking the mighty propeller shafts, big as Sequias, to a stop.

133 IN BOILER ROOM SIX, Leading Stoker FREDERICK BARRETT is standing with 2nd Engineer JAMES HESKETH when the red warning light and "STOP" indicator come on.

BARRETT

Shut all dampers! Shut 'em!!

134 FROM THE BRIDGE Murdoch watches the burg growing... straight ahead. The bow finally starts to come left (since the ship turns the reverse of the helm setting).

MURDOCH'S jaw clenches as the bow turns with agonizing slowness. He holds his breath as the horrible physics play out.

135 IN THE CROW'S NEST Frederick Fleet braces himself.

136 THE BOW OF THE SHIP thunders right at CAMERA and--

KRUUUNCH!! The ship hits the berg on its starboard bow.

137 UNDERWATER we see the ice smashing in the steel hull plates. The iceberg bumps and scrapes along the side of the ship. Rivets pop as the steel plate of the hull flexes under the load.

138 IN #2 HOLD the two stewards stagger as the hull buckles in four feet with a sound like THUNDER. Like a sledgehammer beating along outside the ship, the berg splits the hull plates and the sea pour in, sweeping them off their feert. The icy water swirls around the Renault as the men scramble for the stairs.

139 ON G-DECK forward Fabrizio is tossed in his bunk by the impact. He hears a sound like the greatly amplified squeal of a skate on ice.

140 IN BOILER ROOM SIX Barret and Hesketh stagger as they hear the ROLLING THUNDER of the collision. They see the starboard side of the ship buckle in toward them and are almost swept off their feet by a rush of water coming in about two feet above the floor.

141 ON THE FORWARD WELL DECK Jack and Rose break their kiss and look up in astonishment as the berg sails past, blocking out the sky like a mountain. Fragments break off it and crash down onto the deck, and they have to jump back to avoid flying chunks of ice.

142 ON THE BRIDGE Murdoch rings the watertight door alarm. He quicky throws the switch that closes them.

MURDOCH

Hard a 'port!

Judging the berg to be amidships, he is trying to clear the stern.

143 BARRETT AND HESKETH hear the DOOR ALARM and scramble through the swirling water to the watertight door between Boiler Rooms 6 and 5. The room is full of water vapor as the cold sea strikes the red hot furnaces. Barrett yells to the stokers scrambling through the door as it comes down like a slow guillotine.

BARRETT

Go Lads! Go! Go!

He dives through into Boiler Room 5 just before the door rumbles down with a CLANG.

144 JACK AND ROSE rush to the starboard rail in time to see the berg moving aft down the side of the ship.

145 In his stateroom, surrounded by piles of plans while making notes in his ever-present book, Andrews looks up at the sound of a cut-crystal light fixture tinkling like a windchime.

He feels the shudder run through the ship. And we see it in his face. Too much of his soul is in this great ship for him not to feel its mortal wound.

146 IN THE FIRST CLASS SMOKING ROOM Gracie watches his highball vibrating on the table.

147 IN THE PALM COURT, with its high arched windows, Molly Brown holds up her drink to a passing waiter.

MOLLY

Hey, can I get some ice here, please?

Silently, a moving wall of ice fills the window behind her. She doesn't see it. It disappears astern.

148 OMITTED

149 IN THE CROW'S NEST Fleet turns to his Lee...

FLEET

Oy, mate... that was a close shave.

LEE

Smell ice, can you? Bleedin' Christ!

CUT TO:

150 INT. / EXT. BRIDGE

CLOSE ON MURDOCH. The alarm bells still clatter mindlessly, seeming to reflect his inner state. He is in shock, unable to get a grip on what just happened. He just ran the biggest ship in history into an iceberg on its maiden voyage.

MURDOCH

(stiffly, to Moody)

Note the time. Enter it in the log.

Captain Smith rushes out of his cabin onto the bridge, tucking in his shirt.

SMITH

What was that, Mr. Murdoch?

MURDOCH

An iceberg, sir. I put her hard a' starboard and run the engines full astern, but it was too close. I tried to port around it, but she hi... and I--

SMITH

Close the emergency doors.

MURDOCH

The doors are closed.

Together they rush out onto the starboard wing, and Murdoch points. Smith looks into the darkness aft, then wheels around to FOURTH OFFICER BOHALL.

SMITH

Find the Carpenter and get him to sound the ship.

CUT TO:

151 INT. G-DECK FORWARD

In steerage, Fabrizio comes out into the hall to see what's going on. He sees dozens of rats running toward him in the corridor, fleeing the flooding bow. Fabrizio jumps aside as the rats run by.

FABRIZIO

Ma-- che cazzo!

152 IN HIS STATEROOM Tommy gets out of his top bunk in the dark and drops down to the floor. SPLASH!!

TOMMMY

Cor!! What in hell--?!

He naps on the light. The floor is covered with 3 inches of freezing water, and more coming in. He pulls the door open, and steps out into the corridor, which is flooded. Fabrizio is running toward him, yelling something in Italian. Tommy and Fabrizio start pounding on doors, getting everybody up and out. The alarm spreads in several languages.

CUT TO:

153 INT. FIRST CLASS CORRIDOR / A-DECK

A couple of people have come out into the corridor in robes and slippers. A STeWARD hurries along, reassuring them.

WOMAN

Why have the engines stopped? I felt a shudder?

STEWARD #1

I shouldn't worry, m'am. We've likely thrown a propeller blade, that's the shudder you felt. May I bring you anything?

THOMAS ANDREWS brushes past them, walking fast and carrying an armload of rolled up ship's plans.

CUT TO:

154 EXT. FORWARD WELL DECK

Jack and Rose are leaning over the starboard rail, looking at the hull of the ship.

JACK

Looks okay. I don't see anything.

ROSE

Could it have damaged the ship?

JACK

It didn't seem like much of a bump. I'm sure we're okay.

Behind them a couple of steerage guys are kicking the ice around the deck, laughing.

CUT TO:

155 INT. STEERAGE FORWARD

Fabrizio and Tommy are in a crowd of steerage men clogging the corridors, heading aft away from the flooding. Many of them have grabbed suitcases and duffel bags, some of which are soaked.

TOMMY

If this is the direction the rats were runnin', it's good enough for me.

CUT TO:

156 INT. CORRIDOR ON B DECK

Bruce Ismay, dressed in pajamas under the topcoat, hurries down the corridor, headed for the bridge. An officious steward named BARNES comes along the other direction, getting the few concerned passengers back into their rooms.

STEWARD BARNES

There's no cause for alarm. Please, go back to your rooms.

He is stopped in his tracks by Cal and Lovejoy.

STEWARD BARNES

Please, sir. There's no emergency--

CAL

Yes there is, I have been robbed. Now get the Master at Arms. Now you moron!

CUT TO:

157 INT. BRIDGE / CHARTROOM

C.U. CAPTAIN SMITH studying the commutator.

He turns to Andrews, standing behind him.

SMITH

A five degree list in less than ten minutes.

SHIP'S CARPENTER JOHN HUTCHINSON enters behind him, out of breath and clearly unnerved.

HUTCHINSON

She's making water fast... in the forepeak tank and the forward holds, in boiler room six.

ISMAY enters, his movements quick with anger and frustration. Smith glances at him with annoyance.

ISMAY

Why have we stopped?

SMITH

We've struck ice.

ISMAY

Well, do you think the ship is seriously damaged?

SMITH

(glaring)

Excuse me.

Smith pushes past him, with Andrews and Hutchinson in tow.

CUT TO:

158 INT. BOILER ROOM 6

Strokers and firemen are struggling to draw the fires. They are working in waist deep water churning around as it flows into the boiler room, ice cold and swirling with grease from the machinery. Chief Engineer Bell comes partway down the ladder and shouts.

BELL

That's it, lads. Get the hell up!

They scramble up the escape ladders.

CUT TO:

159 EXT. B-DECK FORWARD / WELL DECK

The gentlemen, now joined by another man, leans on the forward rail watching the steerage men playing soccer with chunks of ice.

GENTLEMAN

I guess it's nothing too serious. I'm going back to my cabin to read.

A 20ish YALE MAN pops through the door wearing a topcoat over pajamas.

YALEY

Say, did I miss the fun?

Rose and Jack come up the steps from the well deck, which are right next to the three men. They stare as the couple climbs over the locked gate.

A moment later Captain Smith rounds the corner, followed by Andrews and Carpenter Hutchinson. They have come down from the bridge by the outside stairs. The three men, their faces grim, crush right past Jack and Rose. Andrews barely glances at her.

SMITH

Can you shore up?

HUTCHINSON

Not unless the pumps get ahead.

The inspection party goes down the stairs to the well deck.

JACK

(low, to her)

It's bad.

ROSE

We have to tell Mother and Cal.

JACK

Now it's worse.

ROSE

Come with me, Jack. I jump, you jump... Right?

JACK

Right.

Jack follows Rose through the door inside the ship.

CUT TO:

160 INT. B-DECK FOYER / CORRIDOR

Jack and Rose cross the foyer, entering the corridor. Lovejoy is waiting for them in the hall as they approach the room.

LOVEJOY

We've been looking for you miss.

Lovejoy follows and, unseen, moves close behind Jack and smoothly slips the diamond necklace into the pocket of his overcoat.

CUT TO:

161 INT. ROSE AND CAL'S SUITE

Cal and Ruth wait in the sitting room, along with the Master at Arms and two stewards (Steward #1 and Barnes). Silence as Rose and Jack enter. Ruth closes her robe at her throat when she sees Jack.

ROSE

Something serious has happened.

CAL

That's right. Two things dear to me have disappeared this evening. Now that one is back...

(he looks from Rose to Jack)

... I have a pretty good idea where to fine the other.

(to Master at Arms)

Search him.

The Master at Arms steps up to Jack.

MASTER AT ARMS

Coat off, mate.

Lovejoy pulls at Jack's coat and Jack shakes his head in dismay, shrugging out of it. The Master at Arms pats him down.

JACK

This is horseshit.

ROSE

Cal, you can't be serious! We're in the middle of an emergency and you--

Steward Barnes pulls the Heart of the Ocean out of the pocket of Jack's coat.

STEWARD BARNES

Is this it?

Rose is stunned. Needless to say, so is Jack.

CAL

That's it.

MASTER AT ARMS

Right then. Now don't make a fuss.

He starts to handcuff Jack.

JACK

Don't you believe it, Rose. Don't!

ROSE

(uncertain)

He couldn't have.

CAL

Of course he could. Easy enough for a professional. He memorized the combination when you opend the safe.

FLASHBACK: Rose at the safe, looking in the mirror and meeting Jack's eyes as he stands behind her, watching.

ROSE

But I was with him the whole time.

CAL

(just to her, low and cold)

Maybe he did it while you were putting your clothes back on.

JACK

They put it in my pocket!

LOVEJOY

(holding Jack's coat)

It's not even your pocket, son.

(reading)

"Property of A. L. Ryerson".

Lovejoy shows the coat to the Master at Arms. There is a label inside the collar with the owner's name.

MASTER AT ARMS

That was reported stolen today.

JACK

I was going to return it! Rose--

Rose feels utterly betrayed, hurt and confused. She shrinks away from him. He starts shouting to her as Lovejoy and the Master at Arms drag him out into the hall. She can't look him in the eye.

JACK

Rose, don't listen to them... I didn't do this! You know I didn't! You know it!

She is devastated. Her mother lays a comforting hand on her shoulder as te tears well up.

RUTH

Why do women believe men?

CUT TO:

162 INT. MAIL SORTING ROOM / HOLD

Smith and Andrews come down the steps to the Mail Sorting Room and finds the clerks scrambling to pull mail from the racks. They are furiously hauling wet sacks of mail up from the hold below.

Andrews climbs partway down the stairs to the hold, which is almost full. Sacks of mail float everywhere. The lights are still on below the surface, casting an eerie glow. The Renault is visible under the water, the brass glinting cheerfully. Andrews looks down as the water covers his shoe, and scrambles back up the stairs.

CUT TO:

163 INT. BRIDE / CHARTROOM

Andrews unrolls a big drawing of the ship across the chartroom table. It is a side elevation, showing all the watertight bulkheads. His hands are shaking. Murdoch and Ismay hover behind Andrews and the Captain.

ISMAY

When can we get underway, do you think?

Smith glares at him and turns his attention to Andrews' drawing. The builder points to it for emphasis as he talks.

ANDREWS

Water 14 feet above the keel in ten minutes... in the forepeak... in all three holds... and in boiler room six.

SMITH

That's right.

ANDREWS

Five compartments. She can stay afloat with the first four compartments breached. But not five. Not five. As she goes down by the head the water will spill over the tops of the bulkheads... at E Deck... from one to the next... back and back. There's no stopping it.

SMITH

The pumps--

ANDREWS

The pumps buy you time... but minutes only. From this moment, no matter what we do, Titanic will founder.

ISMAY

But this ship can't sink!

ANDREWS

She is made of iron, sir. I assure you, she can. And she will. It is a mathematical certainty.

Smith looks like he has been gutpunched.

SMITH

How much time?

ANDREWS

An hour, two at most.

Ismay reels as his dream turns into his worst nightmare.

SMITH

And how many aboard, Mr. Murdoch?

MURDOCH

Two thousand two hundred souls aboard, sir.

A long beat. Smith turns to his employer.

SMITH

I believe you may get your headlines, Mr. Ismay.

CUT TO:

164 EXT. BOAT DECK

Andrews is striding along the boat deck, as seamen and officers scurry to uncover the boats. Steam is venting from pipes on the funnes overhead, and the din is horrendous. Speech is difficult adding to the crew's level of disorganization. Andrews sees some men fumbling with the mechanism of one of the Wellin davits and yells to them over the roar of steam.

ANDREWS

Turn to the right! Pull the falls taut before you unchock. Have you never had a boat drill?

SEAMAN

No sir! Not with these new davits, sir.

He looks around, disguisted as the crew fumble with the davits, and the tackle for the "falls"... the ropes which are used to lower the boats. A few passengers are coming out on deck, hesitantly in the noise and bitter cold.

CUT TO:

165 INT. ROSE AND CAL'S SUITE

From inside the sitting room they can hear knocking and voices in the corridor.

RUTH

I had better go dress.

Ruth exits and Hockley crosses to Rose. He regards her coldly for a moment, then SLAPS her across the face.

CAL

It is a little slut, isn't it?

To Rose the blow is inconsequential compared to the blow her heart has been given. Cal grabs her shoulders roughly.

CAL

Look at me, you little--

There is a loud knock on the door and an urgent voice. The door opens and their steward puts his head in.

STEWARD BARNES

Sir, I've been told to ask you to please put on your lifebelt, and come up to the boat deck.

CAL

Get out. We're busy.

The steward persists, coming in to get the lifebelts down from the top of a dresser.

STEWARD

I'm sorry about the inconvenience, Mr. Hockley, but it's Captain's orders. Please dress warmly, it's quite cold tonight.

(he hands a lifebelt to Rose)

Not to worry, miss, I'm sure it's just a precaution.

CAL

This is ridiculous.

In the corridor outside the stewards are being so polite and obsequious they are conveying no sense of danger whatsoever. However, it's another story in...

CUT TO:

166 INT. STEERAGE BERTHING AFT

BLACKNESS. Then BANG! The door is thrown open and the lights snapped on by a steward. The Cartmell family rouses from a sound sleep.

STEWARD #2

Everybody up. Let's go. Put your lifebelts on.

IN THE CORRIDOR outside, another steward is going from door to door along the hall, pouncing and yelling.

STEWARD #2

Lifebelts on. Lifebelts on. Everybody up, come on. Lifebelts on...

People come out of the doors behind the steward, perplexed. In the foreground a SYRIAN WOMAN asks her husband what was said. He shrugs.

CUT TO:

167 INT. WIRELESS ROOM

ON PHILLIPS, looking shocked.

PHILLIPS

CQD, sir?

SMITH

That's right. The distress call. CQD. Tell whoever responds that we are going down by the head and need immediate assistance.

Smith hurries out.

PHILLIPS

Blimey.

BRIDE

Maybe you ought to try that new distress call... S.O.S.

(grinning)

It may be our only chance to use it.

Phillips laughs in spite of himself and starts sending history's first S.O.S. Dit dit dit, da da da, dit dit dit... over and over.

CUT TO:

168 EXT. BOAT DECK

Thomas Andrews looks around in amazement. The deck is empty except for the crew fumbling with the davits. He yells over the roar of the steam to First Officer Murdoch.

ANDREWS

Where are all the passengers?

MURDOCH

They've all gone back inside. Too damn cold and noisy for them.

Andrews feels like he is in a bad dream. He looks at his pocketwatch and heads for the foyer entrance.

CUT TO:

169 INT. A-DECK FOYER

A large number of First Class passengers have gathered near the staircase. They are getting indignant about the confusion. Molly Brown snags a passing YOUNG STEWARD.

MOLLY

What's doing, sonny? You've got us all trussed up and now we're cooling our heels.

The young steward backs away, actually stumbling on the stairs.

YOUNG STEWARD

Sorry, mum. Let me go and find out.

The jumpy piano rhythm of "Alexander's Ragtime Band" comes out of the first class lounge a few yards away. Band leader WALLACE HARTLEY has assembled some of his men on Captain's orders, to allay panic.

Hockley's entourage comes up to the A-deck foyer. Cal is carrying the lifebelts, almost as an afterthought. Rose is like a sleepwalker.

CAL

It's just the God damned English doing everything by the book.

RUTH

There's no need for language, Mr. Hockley.

(to Trudy)

Go back and turn the heater on in my room, so it won't be too cold when we get back.

Thomas Andrews enters, looking around the magnificent room, which he knows is doomed. Rose, standing nearby, sees his heartbroken expression. She walks over to him and Cal goes after her.

ROSE

I saw the iceberg, Mr. Andrews. And I see it in your eyes. Please tell me the truth.

ANDREWS

The ship will sink.

ROSE

You're certain?

ANDREWS

Yes. In an hour or so... all this... will be at the bottom of the Atlantic.

CAL

My God.

Now it is Cal's turn to look stunned. The Titanic? Sinking?

ANDREWS

Please tell only who you must, I don't want to be responsible for a panic. And get to a boat quickly. Don't wait. You remember what I told you about the boats?

ROSE

Yes, I understand. Thankyou.

Andrews goes off, moving among the passengers and urging them to put on their lifebelts and get to the boats.

CUT TO:

170 INT. MASTER AT ARMS OFFICE

Lovejoy and the Master at Arms are handcuffing Jack to a 4" WATER PIPE as a crewman rushes in anxiously and almost blurts to the Master at Arms--

CREWMAN

You're wanted by the Purser, sir. Urgently.

LOVEJOY

Go on. I'll keep an eye on him.

Lovejoy pulls a pearl handled Colt .45 automatic from under his coat. The Master at Arms nods and tosses the handcuff key to Lovejoy, then exits with the crewman. Lovejoy flips the key in the air. Catches it.

CUT TO:

171 INT. BRIDGE

Junior Wireless Operator Bride is relaying a message to Captain Smith from the CUNARD LINER CARPATHIA.

BRIDE

Carpathia says they're making 17 knots, full steam for them, sir.

SMITH

And she's the only one who's responding?

BRIDE

The only one close, sir. She says they can be here in four hours.

SMITH

Four hours!

The enormity of it hits Smith like a sledgehammer blow.

SMITH

Thank you, Bride.

He turns as Bride exits, and looks out onto the blackness.

SMITH

(to himself)

My God.

CUT TO:

172 EXT. BOAT DECK - NIGHT

Lightoller has his boats swung out. He is standing amidst a crowd of uncertain passengers in all states of dress and undress. One first class woman is barefoot. Others are in stockings. The maitre of the restaurant is in top hat and overcoat. Others are still in evening dress, while some are in bathrobes and kimonos. Women are wearing lifebelts over velvet gowns, then topping it with sble stoles. Some brought jewels, others books, even small dogs.

Lightoller sees Smith walking stiffly toward him and quickly goes to him. He yells into the Captain's ear, through cupped hands, over the roar of the steam...

LIGHTOLLER

Hadn't we better get the women and children into the boats, sir?

Smith just nods, a bit abstractly. The fire has gone out of him. Lightoller sees the awesome truth in Smith's face.

LIGHTOLLER

(to the men)

Right! Start the loading. Women and children!

The appalling din of escaping steam abruptly cuts off, leaving a sudden unearthly silence in which Lightoller's voice echoes.

ON WALLACE HARTLEY raising his violin to play.

HARTLEY

Number 26. Ready and--

The band has reassembled just outside the First Class Entrance, port side, near where Lightoller is calling for the boats to be loaded. They strike up a waltz, lively and elegant. The music wafts all over the ship.

LIGHTOLLER

Ladies, please. Step into the boat.

Finally one soman steps across the gap, into the boat, terrified of the drop to the water far below.

WOMAN IN CROWD

You watch. They'll put us off in these silly little boats to freeze, and we'll all be back on board by breakfast.

Cal, Rose and Ruth come out of the doors near the band.

RUTH

My brooch, I left my brooch. I must have it!

She turns back to go to her room but Cal takes her by the arm, refusing to let her go. The firmness of his hold surprises her.

CAL

Stay here, Ruth.

Ruth sees his expression, and knows fear for the first time.

CUT TO:

173 INT. STEERAGE BERTHING AFT / CORRIDORS AND STAIRWELL

It is chaos, with stewards pushing their way through narrow corridors clogged with peopel carrying suitcases, duffel bags, children. Some have lifebelts on, others don't.

STEWARD #2

(to Steward #3)

I told the stupid sods no luggage. Aw, bloody hell!

He throws up his hand at the sight of a family, loaded down with cases and bags, completely blocking the corridor.

Fabrizio and Tommy push past the stewards, going the other way. They rech a huge crowd gathered at the bottom of the MAIN 3RD CLASS STAIRWELL. Fabrizio spots Helga with the rest of the Dahl family, standing patiently with suitcases in hand. He reaches her and she grins, hugging him.

Tommy pushes to where he can see what's holding up the group. There is a steel gate across the top of the stairs, with several stewards and seamen on the other side.

STEWARD

Stay calm, please. It's not time to go up to the boats yet.

Near Tommy, an IRISHWOMAN stands stoically with two small children and their battered luggage.

LITTLE BOY

What are we doing, mummy?

WOMAN

We're just waiting, dear. When they fiish putting First Class people in the boats, they'll be startin' with us, and we'll want to be all ready, won't we?

CUT TO:

174 EXT. STARBOARD SIDE

Boat 7 is less than half full, with 28 aboard a boat made for 65.

FIRST OFFICER MURDOCH

Lower away! By the left and right together, stady lads!

The boat lurches as the falls start to pay out through the pulley blocks. The women gasp. The boat descends, swaying and jerking, toward the water 60 feet below. The passengers are terrified.

CUT TO:

175 EXT. / INT. TITANIC HULL AND MASTER AT ARMS OFFICE

TRACKING along the rows of portholes angling down into the water. Under the surface, they glow green. PUSHING IN on one porthole which is have submerged. Inside we see Jack, looking apprehensively at the water rising up the glass.

INSIDE THE MASTER AT ARMS' OFFICE Jack sits chained to the waterpipe, next to the porthole. Lovejoy sits on the edge of a desk. He puts a .45 bullet on the desk and watches it roll across and fall off. He picks up the bullet.

LOVEJOY

You know... I believe this ship may sink.

(crosses to Jack)

I've been asked to give you this small token of our appreciation...

He punches Jack hard in the stomach, knocking the wind out of him.

LOVEJOY

Compliments of Mr. Caledon Hockley.

Lovejoy flips the handcuff key in the air, catches it and puts it in his pocket. He exits. Jack is left gasping, handcuffed to the pipe.

CUT TO:

176 EXT. BOAT DECK / STARBOARD SIDE, FORWARD

At the stairwell rail on the bridge wing, Fourth Officer Boxhall and Quartermaster Rowe light the first distress rocket. It shoots into the sky and EXPLODES with a thunderclap over the ship, sending out white starbursts which light up the entire deck as they fall.

WHIP PAN off the starbursts to Ismay. The Managing Director of White Star Line is cracking. Already at the breaking point from his immense guilt, the rocket panics him. He starts shouting at the officers struggling with the falls of BOAT 5.

ISMAY

There is no time to waste!

(yelling and waving his arms)

Lower away! Lower away! Lower away!

FIFTH OFFICER LOWE, a baby-faced 28, and the youngest officer, looks up from the tangled falls at the madman.

LOWE

Get out of the way, you fool!

ISMAY

Do you know who I am?

Lowe, not having a clue nor caring, squares up to Ismay.

LOWE

You're a passenger. And I'm a ship's bloody officer. Now do what you're told!

(MORE)

LOWE (CONT'D)

(turning away)

Steady men! Stand by the falls!

ISMAY

(numbly, backing away)

Yes, quite right. Sorry.

CUT TO:

177 EXT. BOAT DECK / PORT SIDE

SECOND OFFICER LIGHTOLLER is loading the boat nearest Cal and Rose... Boat 6.

LIGHTOLLER

Women and children only! Sorry sir, no men yet.

Another rocket bursts overhead, lighting the crowd. Startled faces turn upward. Fear now in the eyes.

DANIEL MARVIN has his Biograph camera set up, cranking away... hoping to get an exposure off the rocket's light. he has Mary posed in front of the scene at the boats.

MARVIN

You're afraid, darling. Scared to death. That's it!

Either she suddenly learned to act or she is petrified.

ROSE watches the farewells taking pace right in front of her as they step closer to the boat. Husbands saying goodbye to wives and children. Lovers and friends parted. Nearby MOLLY is getting a reluctant woman to board the boat.

MOLLY

Come on, you heard the man. Get in the boat, sister.

RUTH

Will the lifeboats be seated according to class? I hope they're not too crowded--

ROSE

Oh, Mother shut up!

(Ruth freezes, mouth open)

Don't you understand? The water is freezing and there aren't enough boats... not enough by half. Half the people on this ship are going to die.

CAL

Not the better half.

PUSH IN ON ROSE'S FACE as it hits her like a thunderbolt. Jack is third class. He doesn't stand a chance. Another rocket bursts overhead, bathing her face in white light.

ROSE

You unimaginable bastard.

MOLLY

Come on, Ruth, get in the boat. These are the first class seats right up here. That's it.

Molly practically hands her over to Lightoller, then looks around for some other women who might need a push.

MOLLY

Come on, Rose. You're next, darlin'.

Rose steps back, shaking her head.

RUTH

Rose, get in the boat!

ROSE

Goodbye, mother.

Ruth, standing in the tippy lifeboat, can do nothing. Cal grabs Rose's arm but she pulls free and walks away through the crowd. Cal catches up to Rose and grabs her again, roughly.

CAL

Where are you going? To him? Is that it? To be a whore to that gutter rat?

ROSE

I'd rather be his whore than your wife.

He clenches his jaw and squeezes her arm viciously, pulling her back toward the lifeboat. Rose pulls out a hairpin and jabs him with it. he lets go with a curse and she runs into the crowd.

LIGHTOLLER

Lower away!!

RUTH

Rose! ROSE!!

MOLLY

Stuff a sock in it, would ya, Ruth. She'll be along.

The boat lurches downward as the falls are paid out.

TRACKING WITH ROSE, as she runs through the clusters of people. She looks back and a furious Cal is coming after her. She runs breathlessly up to two proper looking men.

ROSE

That man tried to take advantage of me in the crowd!

Appalled, they turn to see Cal running toward them. Rose runs on as the two men grab Cal, restraining him. She runs throught the First Class entrance.

Cal breaks free and runs after her. He reaches the entrance, but runs into a knot of people coming out. He pushes rudely through them...

CUT TO:

178 INT. BOAT DECK FOYER / STAIRCASE / A-DECK FOYER

Cal runs in, and down to the landing, pushing past the gentlemen and ladies who are filling up the stairs. He scans the A-deck foyer. Rose is gone.

CUT TO:

179 EXT. OCEAN / TITANIC / BOAT 6

The hull of Titanic looms over Boat 6 like a cliff. Its enormous mass is suddenly threatening to those in the tiny boat. Quartermaster Hitchins, at the tiller, wants nothing but to get away from the ship. Unfortunately his two seamen can't row. They flail like a duck with a broken wing.

HITCHINS

Keep pulling... away from the ship. Pull.

MOLLY

Ain't you boys ever rowed before? Here, gimme those oars. I'll show ya how it's done.

She climbs over Ruth to get at the oars, stepping on her feet.

Around them the evacuation is in full swing, with boats in the water, others being lowered.

CUT TO:

180 INT. MASTER AT ARMS OFFICE / CORRIDOR

Jack pulls on the pipe with all his strength. It's not budging. He hears gurgling sound. Water pours under the door, spreading rapidly across the floor.

JACK

Shit.

He tries to pull one hand out of the cuffs, working until the skin is raw... no good.

JACK

Help!! Somebody!! Can anybody hear me?!

(to himself)

This could be bad.

181 THE CORRIDOR outside is deserted. Flooded a couple of inches deep. Jack's voice comes faintly through the door, but there is no one to hear it.

CUT TO:

182 INT. FIRST CLASS CORRIDOR

Thomas Andrews is opening stateroom doors, checking that people are out.

ANDREWS

Anyone in here?

Rose runs up to him, breathless.

ROSE

Mr. Andrews, thank God! Where would the Master at Arms take someone under arrest?!

ANDREWS

What? You have to get to a boat right away!

ROSE

No! I'll do this with or without your help, sir. But without will take longer.

ANDREWS

(beat)

Take the elevator to the very bottom, go left, down the crewman's passage, then make a right.

ROSE

Bottom, left, right. I have it.

ANDREWS

Hurry, Rose.

CUT TO:

183 INT. FOYER / ELEVATORS

Rose runs up as the last Elecator Operator is closing up his lift to leave.

OPERATOR

Sorry, miss, lifts are closed--

Without thinking she grabs him and shoves him back into the lift.

ROSE

I'm through with being polite, goddamnit!! I may never be polite the rest of my life! Now take me down!!

The operator fumbles to close the gate and start the lift.

CUT TO:

184 EXT. OCEAN / BOAT 6

Molly and the two seamen are rowing, and they've made it a hundret feet or so. Enough to see that the ship is angled down into the water, with the bow rail less than ten feet above the surface.

MOLLY

Come on girls, join in, it'll keep ya warm. Let's go Ruth. Grab an oar!

Ruth just stares at the spectacle of the great liner, its rows of lights blazing, slanting down into the sullen black mirror of the Atlanic.

CUT TO:

185 INT. FIRST CLASS ELEVATOR / CORRIDORS

Through the wrought iron door of the elevator car Rose can see the decks going past. The lift slows. Suddenly ICE WATER is swirling around her legs. She SCREAMS in surprise. So does the operator.

The car has landed in a foot of freezing water, shocking the hell out of her. She claws the door open and splashes out, hiking up her floor-length skirt so she can move. The lift goes back up, behind her, as she looks around.

ROSE

Left, crew passage.

She spots it and slogs down the flooded corridor. The place is understandably deserted. She is on her own.

ROSE

Right, right... right.

She turns into a cross-corridor, splashing down the hall. A row of doors on each side.

ROSE

Jack? Jaaacckk??

CUT TO:

186 INT. MASTER AT ARMS OFFICE / CORRIDOR

Jack is hopelessly pulling on the pipe again, straining until he turns red. He collapses back on the bench. realizing he's screwed. Then he hears her through the door.

JACK

ROSE!! In here!

187 IN THE HALL Rose hears his voice behind her. She spins and runs back, locating the right door, then pushes it open, creating a small wave.

She splashes over Jack and puts her arms around him.

ROSE

Jack, Jack, Jack... I'm sorry, I'm so sorry.

They are so happy to see each other it's embarrassing.

JACK

That guy Lovejoy put it in my pocket.

ROSE

I know, I know.

JACK

See if you can find a key for these. Try those drawers. It's a little brass one.

She kisses his face and hugs him again, then starts to go through the desk.

JACK

So... how did you find out I didn't do it?

ROSE

I didn't.

(she looks at him)

I just realized I already knew.

They share a look, then she goes back to ransacking the room, searching drawers and cupboards. Jack sees movement out the porthole and looks out.

A LIFEBOAT hits the surface of the water, seen from below.

CUT TO:

188 EXT. TITANIC / BOAT ONE

While the seamen detach the falls, Boat One rocks next to the hull. Lucile and Sir Cosmo Duff-Gordon sit with ten others in a boat made for four times that many.

LUCILE

I despise small boats. I just know I'm going to be seasick. I always get seasick in small boats. Good Heavens, there's a man down there.

In a lit porthole beneath the surface she sees Jack looking up at her... a face in a bubble of light under the water.

CUT TO:

189 INT. MASTER AT ARMS OFFICE

Rose stops trashing the room, and stands there, breathing hard.

ROSE

There's no key in here.

They look around at the water, now almost two feet deep. Jack has pulled his feet up onto the bench.

JACK

You have to go for help.

ROSE

(nodding)

I'll be right back.

JACK

I'll wait here.

She runs out, looking back at him once from the doorway, then splashes away. Jack looks down at the swirling water.

CUT TO:

190 INT. STAIRWELL AND CORRIDORS

Rose splashes down the hall to a stairwell going up to the next deck. She climbs the stairs, her long skirt leaving a trail like a giant snail. The weight of it is really slowing her down. She rips at the buttons and shimmies quickly out of the thing. She bounds up the stairs in her stockings and knee-length slip, to find herself in--

191 A LONG CORRIDOR... part of the labyrinth of steerage hallways forward. She is alone here. A long groan of stressing metal echoes along the hall as the ship continues to settle. She runs down the hall, unimpeded now.

ROSE

Hello? Somebody?!

She turns a corner and runs along another corridor in a daze. The hall slopes down into water which, shimmers, reflecting the light. The margin of the water creeps toward her. A YOUNG MAN appears, running through the water, sending up geysers of spray. He pelts past her without slowing, his eyes crazed...

ROSE

Help me! We need help!

He doesn't look back. It is like a bad dream. The hull gongs with terrifying sounds.

The lights flicker and go out, leaving utter darkness. A beat. Then they come back on. She finds herself hyperventilating. That one moment of blackness was the most terrifying of her life.

A STEWARD runs around the nearest corner, his arms full of lifebelts. He is upset to see someone still in his section. He grabs her forcefully by the arm, pulling her with him like a wayward child.

STEWARD

Come on, then, let's get you topside, miss, that's right.

ROSE

Wait. Wait! I need your help! There's--

STEWARD

No need for panic, miss. Come along!

ROSE

No, let me go! You're going the wrong way!

He's not listening. And he won't let her go.

She SHOUTS in his ear, and when he turns, she punches him squarely in the nose. Shocked, he lets her go and staggers back.

STEWARD

To Hell with you!

ROSE

See you there, buster!

The steward runs off, holding his bloody nose. She spits after him. Just the way Jack taugh: her.

She turns around, SEES: a glass case with a fire-axe in it. She breaks the glass with a battered suitcase which is lying discarded nearby, and seizes the axe, running back the way she came.

192 AT THE STAIRWELL she looks down and gasps. The water has flooded the bottom five steps. She goes down and has to crouch to look along the corridor to the room where Jack is trapped.

Rose plunges into the water, which is up to her waist... and powers forward, holding the axe above her head in two hands. She grimaces at the pain from the literally freezing water.

CUT TO:

193 INT. MASTER AT ARMS OFFICE

Jack has climbed up on the bench, and is hugging the waterpipe. Rose wades in, holding the axe above her head.

ROSE

Will this work?

JACK

We'll find out.

They are both terrified, but trying to keep panic at bay. He positions the chain connecting the two cuffs, stretching it taut across the steel pipe. The chain is of course very short, and his exposed wrists are on either side of it.

JACK

Try a couple practice swings.

Rose hefts the axe and thunks it into a wooden cabinet.

JACK

Now try to hit the same mark again.

She swings hard and the blade thunks in four inches from the mark.

JACK

Okay, that's enough practice.

He winces, bracing himself as she raises the axe. She has to hit a target about an inch wide with all the foce she can muster, with his hands on either side.

JACK

(sounding calm)

You can do it, Rose. Hit it as hard as you can, I trust you.

Jack closes his eyes. So does she.

The axe comes down. K-WHANG! Rose gingerly opens her eyes looks... Jack is grinning with two separate cuffs.

Rose drops the axe, all the strength going out of her.

JACK

Nice work, there, Paul Bunyan.

He climbs down into the water next to her. He can't breathe for a second.

JACK

Shit! Excuse my French. Ow ow ow, that is cold! Come on, let's go.

They wade out into the hall. Rose starts toward the stiars going up, but Jack stops her. There is only about a foot of the stairwell opening visible.

JACK

Too deep. We gotta find another way out.

CUT TO:

194 EXT. BOAT 6 AND TITANIC

TIGHT ON THE LETTERS TITANIC painted two feet high on the bow of the doomed steamer. Once 50 feet above the waterline, they now quietly slip below the surface. We see them, gold on black, rippling and dimming to a pale green as they go deeper.

195 IN BOAT SIX, Ruth looks back at the Titanic, transfixed by the sight of the dying liner. The bowsprit is now barely above the waterline. Another of Boxhall's rockets EXPLODES overhead. K-BOOM! It lights up the whole area, and we see half a dozen boats in the water, spreading out from the ship.

MOLLY

Now there's somethin' you don't see every day.

CUT TO:

196 INT. SCOTLAND ROAD / E-DECK

The widest passageway in the ship, it is used by crew and steerage alike, and runs almost the length of the ship. Right now steerage passengers move along it like refugees, heading aft.

CRASH! A wooden doorframe splinters and the door bursts open under the force of Jack's shoulder. Jack and Rose stumble through, into the corridor. A STEWARD, who was nearby herding people along, marches over.

STEWARD

Here you! You'll have to pay for that, you know. That's White Star Line property--

JACK AND ROSE

(turning together)

Shutup!

Jack leads her past the dumbfounded steward. They join the steerage stragglers going aft. In places the corridor is almost completely blocked by large families carrying all their luggage.

AN IRISH WOMAN gives Rose a blanket, more for modesty than because she is blue-lipped and shivering.

IRISHWOMAN

Here, lass, cover yerself.

Jack rubs her arms and tries to warm her up as they walk along. The woman's husband offers them a flask of whiskey.

IRISHMAN

This'll take the chill off.

Rose takes a mighty belt and hands it to Jack. He grins and follows suit. Jack tries a number of DOORS and IRON GATES along the way, finding them all locked.

CUT TO:

197 EXT. BOAT DECK

ON THE BOAT DECK, the action has moved to the aft group of boats, numbers 9, 11, 13 and 15 on the starboard side, and 10, 12, 14 and 16 on the port side. The pace of work is more frantic. You see crew and officers running now to work the davits, their previous complacency gone.

CAL pushes through the crowd, scanning for Rose. Around him is chaos and confusion. A woman is calling for a child who has become seperated from the crowd. A man is shouting over people's heads. A woman takes hold of Second Officer Lightoller's arm as he is about to launch Boat 10.

WOMAN

Will you hold the boat a moment? I have to run back to my room for something--

Lightoller grabs her and shoves her bodily into the boat. Thomas Andrews rushes up to him just then.

ANDREWS

Why are the boats being launched half full?!

Lightoller steps past him, helping a seaman clear a snarled fall.

LIGHTOLLER

Not now, Mr. Andrews.

ANDREWS

(pointing down at the water)

There, look... twenty or so in a boat built for sixty five. And I saw one boat with only twelve. Twelve!

LIGHTOLLER

Well... we were not sure of the weight--

ANDREWS

Rubbish! They were tested in Belfast with the weight of 70 men. Now fill these boats, Mr. Lightoller. For God's sake, man!

The shot HANDS OFF to Cal, who sees Lovejoy hurrying toward him through the aisle connecting the port and starboard sides of the boat deck.

LOVEJOY

She's not on the starboard side either.

CAL

We're running out of time. And this strutting martinet...

(indicating Lightoller)

...isn't letting any men in at all.

LOVEJOY

The one on the other side is letting men in.

CAL

Then that's our play. But we're still going to need some insurance.

(he starts off forward)

Come on.

Cal charges off, heading forward, followed by Lovejoy. The SHOT HANDS OFF to a finely dressed elderly couple, IDA and ISADOR STRAUSS.

ISADOR

Please, Ida, get into the boat.

IDA

No. We've been together for forty years, and where

(MORE)

IDA (CONT'D)

you go, I go. Don't argue with me, Isador, you know it does no good.

He looks at her with sadness and great love. They embrace gently.

LIGHTOLLER

Lower away!!

CUT TO:

198 EXT. BRIDGE / FORWARD WELL DECK / FOC'SLE

AT THE BOW... the place where Jack and Rose first kissed... the bow railing goes under water water. Water swirls around the captsans and windlasses on the foc'sle deck.

Smith strides to the bridge rail and looks down at the well deck. Water is shipped over the sides and the well deck is awash. Two men run across the deck, their feet sending up spray. Behind Smith, Boxhall fires another rocket. WHOOSH!

CUT TO:

199 OMITTED

200 OMITTED

201 INT. E-DECK CORRIDORS AND STAIRWELL

Fabrizio, standing with Helga Dahl and her family, hears Jack's voice.

JACK

Fabrizio! Fabri!

Fabrizio turns and sees Jack and Rose pushing through the crowd. He and Jack hug like brothers.

FABRIZIO

The boats are all going.

JACK

We gotta get up there or we're gonna be gargling saltwater. Where's Tommy?

Fabrizio points over the heads of the solidly packed crowd to the stairwell.

Tommy has his hands on the bars of the steel gate which blocks the head of the stairwell. The crew open the gate a foot or so and a few women are squeezing through.

STEWARD #2

Women only. No men. No men!!

But some terrified men, not understanding English, try to rush through the gap, forcing the gate open. The crewmen and stewards push them back, shoving and punching them.

STEWARD #2

Get back! Get back you lot!

(to the crewmen)

Lock it!!

They struggle to get the gate closed again, while Steward #2 brandishes a small revolver. Another holds a fire axe. They lock the gate, and a cry goes up among the crowd, who surge forward, pounding against the steel and shouting in several languages.

TOMMY

For the love of God, man, there are children down here! Let us up, so we can have a chance!

But the crewmen are scared now. They have let the situation get out of hand, and now they have a mob. Tommy gives up and pushes his way back through the crowd, going down the stairs. He rejoins Jack, Rose and Fabrizio.

TOMMY

It's hopeless that way.

JACK

Well, whatever we're goin' to do, we better do it fast.

Fabrizio turns to Helga, praying he can make himself understood.

FABRIZIO

(with a lot of hand gestures)

Everyone... all of you... come with me now. We go to the boats. We go to the boats. Capito? Come now!

They can't understand what he's saying. They can see his urgency, but OLUF DAHL, the patriarch of the family, shakes his head. He will not panic, and will not let his family go with this boy. Fabrizio turns to Helga.

FABRIZIO

Helga... per favore... please... come with me, I am lucky. Is my destiny to go to America.

She kisses him, then steps back to be with her family. Jack lays a hand on his shoulder, his eyes saying "Let's go".

FABRIZIO

I will never forget you.

He turns to Jack, who leads the way out of the crowd. Looking back Fabrizio sees her face disappear into the crowd.

CUT TO:

202 OMITTED

203 OMITTED

204 INT. CAL AND ROSE'S SUITE

CLUNK! Cal opens his safe and reaches inside. As Lovejoy watches, he pulls out two stacks of bills, still banded by bank wrappers. Then he takes out "Heart of the Ocean", putting it in the pocket of his overcoat, and locks the safe.

CAL

(holding up stacks of bills)

I make my own luck.

LOVEJOY

(putting the .45 in his waistband)

So do I.

Cal grins, putting the money in his pocket as they go out.

CUT TO:

205 INT. STEERAGE, AFT

Jack, Rose, Fabrizio and Tommy are lost, searching for a way out. They push past confused passengers... past a mother changing her baby's diaper on top of an upturned steamer trunk... past a woman arguing heatedly with a man in Serbo-Croatian, a wailing child next to them... past a man kneeling to console a woman who is just sitting on the floor, sobbing... and past another man with an English/Arabic dictionary, trying to figure out what the signs mean, while his wife and children wait patiently.

Jack et al come upon a narrow stairwell and they go up two decks before they are stopped by a small group pressed up against a steel gate. The steerage men are yelling at a scared STEWARD.

STEWARD

Go to the main stairwell, with everyone else. It'll all get sorted out there.

Jack takes one look at this scene and finally just loses it.

JACK

God damn it to Hell son of a bitch!!

He grabs one end of a bench bolted to the floor on the landing. He starts pulling on it, and Tommy and Fabrizio pitch in until the bolts shear and it breaks free. Rose figures out what they are doing and clears a path up the stairs between the waiting people.

ROSE

Move aside! Quickly, move aside!

Jack and Tommy run up the steps with the bench and RAM IT INTO THE GATE with all their strength. It rips loose from its track and falls outward, narrowly mssing the steward. Led by Jack, the crowd surges though. Rose steps up to the cowering steward and says in her most imperious tone:

ROSE

If you have any intention of keeping your pathetic job

(MORE)

ROSE (CONT'D)

with the White Star Line, I suggest you escort these good people to the boat deck... now.

Class wins out. He nods dumbly motions form them to follow.

CUT TO:

206 EXT. BOAT 6 / TITANIC - NIGHT

Ruth rows with Molly Brown, two other women and the incompetent sailors. She rests on her oars, exhausted, and looks back at the ship.

It slants down into the water, still ablaze with light. Nothing is above water forward of the bridge except for the foremast. Another rocket goes off, lighting up the entire area... there are a dozen boats moving outward from the ship.

207 AT THE BOAT DECK RAIL Captain Smith is shouting to Boat 6 through a large metal megaphone.

SMITH

Come back! Come back to the ship!

CHIEF OFFICER WILDE joins him, blowing his silver whistle.

208 FROM BOAT 6 the whistle comes shrilly across the water. Quartermaster Hitchins grips the rudder in fear.

HITCHINS

The suction will pull us right down if we don't keep going.

MOLLY

We got room for lots more. I say we go back.

HITCHINS

No! It's our lives now, not theirs. And I'm in charge of this boat! Now row!!

209 CAPTAIN SMITH, at the rail of the boat deck, lowers his megaphone slowly

SMITH

The fools.

CUT TO:

210 INT. A-DECK FOYER

As Cal and Lovejoy cross the foyer encounter Benjamin Guggenheim and his valet, coth dressed in white tie, tail-coats and top hats.

CAL

Ben, what's the occasion?

GUGGENHEIM

We have dressed in our best and are prepared to go down like gentlemen.

CAL

That's admirable, Ben.

(walking on)

I'll sure and tell your wife... when I get to New York.

CUT TO:

211 INT. FIRST CLASS SMOKING ROOM

There are still two cardgames in progress. The room is quiet and civilized. A silver serving cart, holding a large humidor, begins to roll slowly across the room. One of the cardplayers takes a cigar from it as it rolls by.

CARDPLAYER

It seems we've been dealt a bad hand this time.

CUT TO:

212 EXT. / INT. A-DECK PROMENADE

Cal and Lovejoy are walking aft with a purposeful stride. They pass CHIEF BAKER JOHGHIN, who is working up a sweat tossing deck chairs over the rail. After they go by, Joughin takes a break and pulls a bottle of scotch from a pocket, opening it. He drains it, and tosses it over the side too, then stands there a little unteadily.

CUT TO:

213 EXT. BOAT DECK AND A-DECK, AFT

PANIC IS SETTING IN around the remaining boats aft. The crowd here is now a mix of all three classes. Officers repeatedly warn men back from the boats. The crowd presses in closer.

Seamen SCAROTT brandishes the tiller of boat 14 to discourage a close press of men who look ready to rush the boat. Several men break ranks and rush forward.

Lightoller pulls out his Webley revolver and aims it at them.

LIGHTOLLER

Get back! Keep order!

The men back down. Fifth Officer Lowe standing in the boat, yells to the crew.

LOWE

Lower away left and right!

Lightoller turns away from the crowd and, out of their sight, breaks his pistol open. Letting out a long breath, he starts to LOAD IT.

CUT TO:

214 EXT. BOAT DECK, STARBOARD SIDE, AFT

Cal and Lovejoy arrive in time to see Murdoch lowering his last boat.

CAL

We're too late.

LOVEJOY

There are still some boats forward. Stay with this one... Murdoch. He seems to be quite... practical.

215 IN THE WATER BELOW there is another panic. Boat 13, already in the water but still attached to its falls, is pushed aft by the discharge water being pumped out of the ship. It winds up directly under boat 15, which is coming downt he right on top of it.

The passengers shout in panic to the crew above to stop lowering. They are ignored. Some men put their hands up, trying futilely to keep the 5 tons of boat 15 from crushing them.

Fred Barrett, the stoker, gets out his knife and leaps to the after falls, climbing rudely over people. He cuts the aft falls while another crewman cuts the forward lines. 13 drifts out from beneath 15 just seconds before it touches the water with a slap.

Cal, looking down from the rail hears GUNSHOTS--

CUT TO:

216 EXT. BOAT DECK / A-DECK, PORT, AFT

Fifth Officer Lowe, in Boat 14 is firing his gun as a warning to a bunch of men threatening to jump into the boat as it passes the open promenade on A-Deck.

LOWE

Stay back you lot!

BLAM! BLAM!

CUT TO:

217 EXT. BOAT DECK, STARBOARD, AFT

The shots echo away.

CAL

It's starting to fall apart. We don't have much time.

Cal sees three dogs run by, including the black French bulldog. Someone has released the pets from the kennels.

Cal sees Murdoch turn from the davits of boat 15 and start walking toward the bow. He catches up and falls in beside him.

CAL

Mr. Murdoch, I'm a businessman, as you know, and I have a business proposition for you.

CUT TO:

218 OMITTED

219 EXT. BOAT DECK, PORT

Jack, Rose et al burst out onto the boat deck from the crew stairs just aft of the third funnel. They look at the empty davits.

ROSE

The boats are gone!

She sees Colonel Gracie chugging forward along the deck, escorting two first class ladies.

ROSE

Colonel! Are there any boats left?

GRACIE

(staring at her bedraggled state)

Yes, miss... there are still a couple of boats all the way forward. This way, I'll lead you!

Jack grabs her hand and they sprint past Gracie, with Tommy and Fabrizio close behind.

ANGLE ON THE BAND... incredibly they are still playing. Jack, Rose and the others run by.

TOMMY

Music to drown by. Now I know I'm in First Class.

CUT TO:

220 EXT. BOAT DECK, STARBOARD, FORWARD

Water pours like a spillway over the forward railing on B-Deck. CAMERA SWEEPS UP past A-Deck to the Boat Deck where Murdoch and his team are loading Collapsible Car the forward-most davits.

NOTE: There are four so-called collapsibles, or Engelhardts boats, including two which are stored on the roof of the officer's quarters.

The crowd is sparse, with most people still aft. Cal slips his hand out of hte pocket of his overcoat and into the waist pocket of Murdoch's greatcoat, leaving the stacks of bills there.

CAL

So we have an understanding then?

MURDOCH

(nodding curtly)

As you've said.

Cal, satisfied, steps back. He finds himself waiting next to J. Bruce Ismay. Ismay does not meet his eyes, nor anyone's. Lovejoy come sup to Cal at that moment.

LOVEJOY

I've found her. She's just over on the port side. With him.

MURDOCH

Women and children? Any more women and children?

(glancing at Cal)

Any one else, then?

Cal looks longingly at his boat... his moment has arrived.

CAL

God damn it to hell! Come on.

He and Lovejoy head for the port side, taking a short-cut through the bridge.

Bruce Ismay, seeing his oppurtunity, steps quickly into Collapsible C. He stares straight ahead, not meeting Murdoch's eyes.

MURDOCH

(staring at Ismay)

Take them down.

CUT TO:

221 EXT. BOAT DECK / PORT SIDE - NIGHT

ON THE PORT SIDE Lightoller is getting people into Boat 2. He keeps his pistol in his hand at this point. Twenty feet below them the sea is pouring into the doors and windows of B deck staterooms. They can hear the roar of water cascading into the ship.

LIGHTOLLER

Women and children, please. Women and children only. Step back, sir.

Even with Jack's arms wrapped around her, Rose is shivering in the cold. Near her a WOMAN with TWO YOUNG DAUGHTERS looks into the eyes of a HUSBAND she knows she may not see again

HUSBAND

Goodbye for a little while... only for a little while.

(to his two little girls)

Go with mummy.

The woman stumbles to the boat with the children, hiding her tears from them. Beneath the false good cheer, the man is choked with emotion.

HUSBAND

Hold mummy's hand and be a good girl. That's right.

Some of the women are stoic, others are overwhelmed by emotion and have to be helped into the boats. A MAN scribbles a note and hands it to a woman who is about to board.

MAN

Please get this to my wife in DeMoines, Iowa.

Jack looks at Tommy and Fabrizio.

JACK

You better check out the other side.

They nod and run off, searching for a way around the deckhouse.

ROSE

I'm not going without you.

JACK

Get in the boat, Rose.

Cal walks up just then.

CAL

Yes. Get in the boat, Rose.

She is shocked to see him. She steps instinctively to Jack. Cal looks at her, standing there shivering in her wet slip and stockings, a shocking display in 1912.

CAL

My God, look at you.

(taking off his boat)

Here, put this on.

She numbly shrugs into it. He is doing it for modesty, not the cold.

LIGHTOLLER

Quickly, ladies. Step into the boat. Hurry, please!

JACK

Go on. I'll get the next one.

ROSE

No. Not without you!

She doesn't even care that Cal is standing right there. He sees the emotion between Jack and Rose and his jaw clenches. But then he leans close to her and says...

CAL

(low)

There are boats on the other side that are allowing men in. Jack and I can get off safely. Both of us.





JACK

(he smiles reassuringly)

I'll be alright. Hurry up so we can get going... we got our own boat to catch.

CAL

Get in... hurry up, it's almost full.

Lightoller grabs her arm and pulls her toward the boat. She reaches out for Jack and her fingers brush his for a moment. Then she finds herself stepping down into the boat. It's all a rush and blur.

LIGHTOLLER

Lower away!

The two men watch at the rail as the boat begins to descend.

CAL

(low)

You're a good liar.

JACK

Almost as good as you.

CAL

I always win, Jack. One way or another.

(looks at him, smiling)

Pity I didn't keep that drawing. It's going to be worth a lot more by morning.

Jack knows he is screwed. He looks down at Rose, not wanting to waste a second of his last view of her.

222 ROSE'S PERCEPTION... IN SLOW MOTION: The ropes going through the pulleys as the seamen start to lower. All sound going away... Lightoller giving orders, his lips moving... but Rose hears only the blood pounding in her ears... this cannot be happening... a rocket bursts above in slow-motion, outlining Jack in a halo of light... Rose's hair blowing in slow motion as she gazes up at him, descending away from him... she sees his hand trembling, the tears at the corners of his eyes, and cannot believe the unbearable pain she is feeling...

Rose is still staring up, tears pouring down her face.

SUDDENLY SHE IS MOVING. She lunges across the women next to her. Reaches the gunwale, climbing it...

Hurls herself out of the boat to the rail of the A-Deck promenade, catching it, and scrambling over the rail. The Boat 2 continues down. But Rose is back on Titanic.

JACK

No Rose! NOOOO!!

Jack spins from the rail, running for the nearest way down to A-Deck.

Hockley too has seen her jump. She is willing to die for this man, this gutter scum. He is overwhelmed by a rage so all consuming it eclipses all thought.

CUT TO:

223 INT. GRAND STAIRCASE

TRACKING WITH JACK as he bangs through the doors to the foyer and sprints down the stairs. He sees her coming into A-deck foyer, running toward him, Cal's long coat flying out behind her as she runs.

They meet at the bottom of the stairs, and collide in an embrace.

JACK

Rose, Rose, you're so stupid, you're such an idiot--

And all the while he's kissing her and holding her as tight as he can.

ROSE

You jump, I jump, right?

JACK

Right.

Hockley comes in and runs to the railing. Looking down he sees them locked in their embrace. Lovejoy comes up behind Cal and puts a restraining HAND on him, but Cal whips around, grabbing the pistol from Lovejoy's waistband in one cobra-fast move.

He RUNS along the rail and down the stairs. As he reaches the landing above them he raises the gun. SCREAMING in rage, he FIRES.

The carved cherub at the foot of the center railing EXPLODES. Jack pulls Rose toward the stairs going down to the next deck. Cal fires again, running down the steps toward them. A bullet blows a divet out of the oak panelling behind Jack's head as he pulls Rose down the next flight of stairs.

Hockley steps on the skittering head of the cherub statue and goes sprawling. The gun clatters across the marble floor. He gets up, and reeling drunkenly goes over to retrieve it.

CUT TO:

224 INT. D-DECK RECEPTION ROOM

The bottom of the grand staircase is flooded several feet deep. Jack and Rose come down the stairs two at a time and run straight into the water, fording across the room to where the floor slopes up, until they reach dry footing at the entrance to the dining saloon.

STEADICAM WITH HOCKLEY as he reels down the stairs in time to see Jack and Rose splashing through the water toward the dining saloon. He FIRES twice. Big gouts of spray near them, but he's not a great shot.

The water boils up around his feet and he retreast up the stairs a couple of steps. Around him the woodward groans and creaks.

CAL

(calling to them)

Enjoy your time together!!

Lovejoy arrives next to him. Cal suddenly remembers something and starts to laugh.

LOVEJOY

What could possible be funny?

CAL

I put the diamond in my coat pocket. And I put my coat... on her.

He turns to Lovejoy with a sickly expression, his eyes glittering.

CAL

I give it to you... if you can get it.

He hands Lovejoy the pistol and goes back up the stairs. Lovejoy thinks about it... then slogs into the water. The icewater is up to his waist as he crosses the pool into the dining saloon.

CUT TO:

225 INT. DINING SALOON

Lovejoy moves among the tables and ornate columns, searching... listening... his eyes tracking rapidly. It is a sea of tables, and they could be anywhere. A silver serving tolley rolls downhill, bumping into tables and pillars.

He glances behind him. The water is following him into the room, advancing in a hundred foot wide tide. The reception room is now a roiling lake, and the grand staircase is submerged past the first landing. Monstrous groans echo through the ship.

ON JACK AND ROSE, crouched behind a table, somewhere in the middle. They see the water advancing toward them, swirling over the floor. They crawl ahead of it to the next row of tables.

JACK

(whispering)

Stay here.

He moves off as--

Lovejoy moves over one row and looks along the tables. Nothing.

The ship GROANS and CREAKS. He moves another row.

ANGLE ON A METAL CART... five feet tall and full of stacks of china dishes. It starts to roll down the aisle between tables.

ON ROSE as the cart rolls toward her. It hits a table and the stacks of dishes topple out, EXPLODING across the floor and showering her.

She scrambles out of the way and--

Lovejoy spins, seeing her. He moves rapidly toward her, keeping the gun aimed--

That's when Jack tackles him from the side. They slam together into a table, crashing over it, and toppling to the floor. They land in the water which is flowing rapidly between the tables.

Jack and Lovejoy grapple in the icy water. Jack jams his knee down on Lovejoy's hand, breaking his grip on the pistol, and kicks it away. Lovejoy scrmbles up and lunges at him, but Jack GUTPUCHES him right in the solar plexus, doubling him over.

JACK

Compliments of the Chippewa Falls Dawsons.

He grabs Lovejoy and slams him into an ornate columb. Lovejoy drops to the floor with a splas, stunned.

JACK

Let's go.

Jack and Rose run aft... uphill... entering the galley. Behind them the tables have become islands in a lake... and the far end of the room is flooded up to the ceiling.

Lovejoy gets up and looks around for his gun. He pulls it up out of the water and wades after them.

CUT TO:

226 INT. GALLEY / STAIRWELL

They run throught the galley and Rose spots the stairs. She starts up and Jack grabs her hand. He leads her DOWN.

They crouch together on the landing as Lovejoy runs to the stairs. Assuming they have gone up (who wouldn't?) he clombs up them two at a time.

They wait for the footstep to recede. A long CREAKING GROAN. Then they hear it... a CRYING CHILD. Below them. They go down a frew steps to looks along the next deck.

CUT TO:

227 INT. E-DECK CORRIDORS

The corridor is awash, about a foot deep. Standing against the wall, about 50 feet away, is a little BOY, aobut 3. The water swirls around his legs and he is wailing.

ROSE

We can't leave him.

Jack nods and they leave the promise of escape up the stairwell to run to the child. Jack scoops up the kid and they run back to the stairs but--

A torrent of water comes pouring down the stairs like rapids. In seconds it is too powerful for them to go against.

JACK

Come on.

Charging the other way down the flooding corridor, they blast up spray with each footstep. At the end of the hall are heavy double doors. As Jack approaches them he sees water spraying through the gap between the doors right up to the ceiling. The doors groan and start to crack under the tons of pressure.

JACK

Back! Go back!!

Rose pivots and runs back the way they came, taking a turn into a cross-corridor. A MAN is coming the other way. He sees the boy in Jack's arms and cries out, grabbing him away from Jack. Starts cursing him in Russian. He runs on with the boy--

ROSE

No! Not that way! Come back!

228 DOUBLE DOORS BLAST OPEN. A wall of water thunders into the corridor. The father and child DISAPPEAR instantly.

Jack and Rose run as a wave blasts around the corner, foaming from floor to ceiling. It gains on them like a locomotive. They make it to a stairway going up.

CUT TO:

229 INT. STAIRWELL

Jack and Rose pound up the steps as white water swirls up behind them. PULL BACK to reveal that a steel gate blocks the top of the stairs. Jack SLAMS against the fate, gripping the bars.

A terrified steward standing guard on the landing above turns to run at the sight of the water thundering up the stairs.

JACK

Wait! Wait! Help us! Unlock the gate.

The steward runs on. The water wells up around Jack and Rose, pouring through the gate and slamming them against it. In seconds it is up to their waist.

ROSE

Help us! Please!

The steward stops and looks back. He sees Jack and Rose at the gate, their arms raching through... sees the water POURING through the gate onto the landing.

STEWARD

Fucking 'ell!

He runs back, slogging against the curretn. He pulls a key ring from his belt and struggles to unlock the padlock as the water fountains up around them.

The lights short out and the landing is plunged into darkness.

The water rises over the lock and he's doing it by feel.

JACK

Come on! Come on!

Jack and Rose are right up against the ceiling...

Suddenly the gate gives and SWINGS OPEN. They are pushing through by the force of the water. They make it to stairs on the other side of the landing and follow the steward up to the next deck.

CUT TO:

230 EXT. BOAT DECK, STARBOARD SIDE

Cal comes reeling out of the first class entrance, looking wild-eyed. The lurches down the deck toward the bridge. Waltz music wafts over the ship. Somewhere the band is still playing.

CAL'S POV: A little girl, maybe two years old, is crying along in the alcove. She looks up at Cal beseechingly. Cal moves on without a glance back... reaching a large crowd clustered around COLLAPSIBLE A just aft of the bridge. He sees Murdoch and a number of crewmen struggling to drag the boat to the davits, with no luck.

Cal pushes forward, trying to signal Murdoch, but the officer ignores him. Nearby Tommy and Fabrizio are being pushed forward by the crowd behind. PURSER MCELROY pushes them back, getting a couple of seamen to help him. He brandishes his gun, waving it in the air, yelling for the crowd to stay back.

CUT TO:

231 EXT. BOAT DECK, PORT SIDE / ROOF OF OFFICERS' QUARTERS

Lightoller, with a group of crew and passengers, is trying to get Collapsible B down from the roof. They slide it down a pair of oars leaned against the deck house.

LIGHTOLLER

Hold it! Hold it!

The weight of the boat snaps the oars and it crashes to the deck, upside down. The two Swedish cousins, OLAUS and BJORN GUNERSEN, jump back as the boat nearly hits them.

CUT TO:

232 OMITTED

233 INT. STAIRWELL

Jack and Rose run up seemingly endless stairs as the ship groans and torgues around them.

CUT TO:

234 EXT. BOAT DECK, STARBOARD SIDE

Murdoch, at Collapsible A, is no longer in control. The crowd is threatening to rush the boat. They push and jostle, yelling and shouting at the officers. The pressure from behind pushes them forward, and one guy falls off the edge of the deck into the water less than ten feet below.

TOMMY

Give us a chance to live, you limey bastards!

Murdoch fires his Webley twice in the air, then point it at the crowd.

MURDOCH

I'll shoot any man who tries to get past me.

Cal steps up to him.

CAL

We had a deal, damn you.

Murdoch pushes him back, pointing the pistol at Cal.

MURDOCH

Get back!

A man next to Tommy rushes forward, and Tommy is shoved from behind. Murdoch SHOOTS the first man, and seeing Tommy coming forward, puts a bullet into his chest.

Tommy collapses, and Fabrizio grabs him, holding him in his arms as his life flows out over the deck.

Murdoch turns to his men and salutes smartly. Then he puts the pistol to his temple and... BLAM! He drops like a puppet with the strings cut and topples over the edge of the boat deck into the water only a few feet below.

Cal stares in horror at Murdoch's body bobbing in the black water. The MONEY FLOATS out of the pocket of his greatcoat, the bills spreading across the surface.

The crew rush to get the last few women aboart the boat.

PURSER MCELROY

(calling above the confusion)

Any more women or children?!

THE CHILD crying in the alcove. Cal scoops her up and runs forward, cradling her in his arms.

CAL

(forcing his way through the crowd)

Here's a child! I've got a child!

CAL (CONT'D)

(to McElroy)

Please... I'm all she has in the world.

McElroy nods curtly and pushes him into the boat. He spins with his gun, brandishing it in the air to keep the other men back. Cal gets into the boat, holding the little girl. He takes a seat with the women.

CAL

There, there.

CUT TO:

235 INT. FIRST CLASS SMOKE ROOM

Thomas Andrews stands in front of the fireplace, staring at the large painting above the mantle. The fire is still going in the fireplace.

The room is empty except for Andrews. An ashtray falls off the table. Behind him Jack and Rose run into the room, out of breath and soaked. They run through, toward the aft revolving door... then Rose recognizes him. She sees that his lifebelt is off, lying on a table.

ROSE

Won't you even make a try for it, Mr. Andrews?

ANDREWS

(a tear rolls down his cheek)

I'm sorry that I didn't build you a stronger ship, young Rose.

JACK

(to her)

It's going fast... we've got to keep moving.

Andrews picks up his lifebelt and hands it to her.

ANDREWS

Good luck to you, Rose.

ROSE

(hugging him)

And to you, Mr. Andrews.

Jack pulls her away and they run through the revolving door.

CUT TO:

236 EXT. BOAT DECK AND VARIOUS LOCATIONS

The band finishes the waltz. Wallace Hartley looks at the orchestra members.

HARTLEY

Right, that's it then.

They leave him, walking forward along the deck. Hartley puts his violin to his chin and bows the first notes of "Nearer My God to Thee". One by one the band memebers turn, hearing the lonely melody.

Without a word they walk back and take their places. They join in with Hartley, filling out the sound so that it reaches all over the ship on this still night. The vocalist begins: "If in my dreams I be, nearer my God to thee..."

 

THE HYMN PLAYS OVER THE FOLLOWING SEQUENCE:

237 A seaman pulls off his lifebelt and catches up to Captain Smith as he walks to the bridge. He proffers it, but Smith seems to stare through him. Without a word he turns and goes onto the bridge. He enters the enclosed WHEELHOUSE and closes the door. He is alone, surrounded by the gleaming brass instruments. He seems to inwardly collapse.

238 IN THE FIRST CLASS SMOKING ROOM Andrews stands like a statue. He pulls out his pocketwatch and checks the time. Then he opens the face of the mantle clock and adjusts it to the correct time: 2:12 a.m. Everything must be correct.

239 IN CAL'S PARLOUR SUITE water swirls in from the private promenade deck. Rose's paintings are submerged. The Picasso tranforms under the water's surface. Degas' colors run. Monet's water lilies come to life.

240 DOWNANGLE on the two figures lying side by side, fully clothed, on a bed in a FIRST CLASS CABIN. Elderly Ida and Isador Strauss stare at the ceiling, holding hands like young lovers. Water pours into the room through a doorway. It swirls around the bed, two feet deep rising fast.

241 IN A STEERAGE CABIN somewhere in the bowels of the ship, the young IRISH MOTHER, seen earlier stoically waiting at the stairs, is tucking her two young children into bed. She pulls up the covers, making sure they are all warm and cozy. She lies down with them on the bed, speaking soothingly and holding them.

CUT TO:

EXT. BOAT DECK / BRIDGE

242 IN A WIDE SHOT we see a wave travel up the boat deck as the bridge house sinks into the water.

243 ON THE PORT SIDE Collapsible B is picked up by water. Working frantically, the men try to detach it from the falls so the ship won't drag it under. Colonel Gracie hands Lightoller a pocket knife and he saws furiously at the ropes as the water swirls around his legs. The boat, still upside down, is swept off the ship. Men start diving in, swimming to stay with it.

244 IN COLLAPSIBLE A Cal sits next to the wailing child, whom he has completely forgotten. He watches the water rising around the men as they work, scrambling to get the ropes cut so the ship won't drag the collapsible under.

Fabrizio removes the lifebelt from Tommy's body and struggles to put it on as the water rises around him.

245 CAPTAIN SMITH, standing near the wheel, watches the black water climbing the windows of the enclosed wheelhouse. He has the stricken expression of a damned sould on Judgment Day. The windows burst suddenly and a wall of water edged with shards of glass slams into Smith. He disappears in a vortex of foam.

246 Collapsible A is hit by a wave as the bow plunges suddenly. It partially swamps the boat, washing it along the deck. Over a hundred passengers are plunged into the freezing water and the area around the boat becomes a frenzy of splashing, screaming people.

As men are trying to climb into the callapsible, Cal grabs an oar and pushes them back into the water.

CAL

Get back! You'll swamp us!

Fabrizio, swimming for his life, gets swirled under a davit. The ropes and pulleys tangle around him as the davit goes under the water, and he is dragged down. Underwater he struggles to free himself, and then kicks back to the surface. He surfaces, gasping for air in the freezing water.

247 WALLACE HARTLEY sees the water rolling rapidly up the deck toward them. He holds the last note of the hymn in a sustain, and then lowers his violin.

HARTLEY

Gentlemen, it has been a previlege playing with you tonight.

CUT TO:

248 EXT. A-DECK AFT, PORT SIDE

Jack and Rose run out of the PALM COURT into a dense crowd. Jack pushes his way to the rail and looks at the state of the ship. The bridge is under water and tehre is chaos on deck. Jack helps her put her lifebelt on. People stream around them, shouting and pushing.

JACK

Okay... we keep moving aft. We have to stay on the ship as long as possible.

They push their way aft through the panicking crowd.

CUT TO:

249 EXT. FORWARD FUNNEL

Collapsible A is whirled like a leaf in the currents around the sining ship. It slams against the side of the forward funnel.

CAL

(to the crew in the boat)

Row! Row you bastards!!

250 NEARBY: Fabrizio is drawn up against the grating of a STOKEHOLD VENT as water pours through it. The force of tons of water roaring down the ship traps him against it, and he is dragged down under the surface as the ship sinks. He struggles to free himself but cannot.

Suddenly there is a concussion deep in the bowels of the ship as a furnace explodes and a blast of hot air belches out of hte ventilator, ejecting Fabrizio. He surfaces in a roar of foam and keeps swimming.

CUT TO:

251 EXT. A-DECK / B-DECK / WELL DECK, AFT

Jack and Rose clamber over the A-Deck aft rail. Then, using all his strength, he lowers her toward the deck below, holding on with one hand. She dangles, then falls. Jack jumps down behind her.

They join a crush of people literally clawing and scrambling over each other to get down the narrow stairs to the well deck... the only way aft.

Seeing that the stairs are impossible, Jack climbs over the B-Deck railing and helps Rose over. He lowers her again, and she falls in a heap. Baker Joughin, now three sheets to the wind, happens to be next to her. He hauls Rose to her feet. Jack drops down and the three of them push through the crowd across the well deck. Near them, at the rail, people are jumping into the water.

The ship GROANS and SHUDDERS. The man ahead of Jack is walking like a zombie.

MAN

Yeah, though I walk through the valley of the shadow of death--

JACK

You wanna walk a little faster through that valley, fella?

CUT TO:

252 EXT. FORWARD FUNNEL

The stay cables along the top of the funnel snap, and they lash like steel whips down into the water. Cal watches as the funnel topples from its mounts. Falling like a temple pillar twenty eight feet across it whomps into the water with a tremendous splash. People swimming underneath it disappear in an instant.

Fabrizio, a few feet away, is hurled back by a huge wave. He comes up, gasping... still swimming. The water pouring into the open end of the funnel draws in several swimmers. The funnel sinks, disappearing, but--

Hundreds of tons of water pour down through the 30 foot hole where the funnel stood, thundering down into the belly of the ship. A whirlpool forms, a hole in the ocean, like at enormous toiler-flush. T. W. McCauley, the gym instructor swims in a frenzy as the vortex draws him in. He is sucked down like a spider going down a drain.

Fabrizio, nearby, swims like Hell as more people are sucked down behind him. He manages to get clear. He's going to live no matter what it takes.

CUT TO:

253 INT. BOAT DECK FOYER / GRAND STAIRCASE

Water raors through the doors and windows, cascading down the stairs like a rapids. John Jacob Astor is swept down the marble steps to A-Deck, which is already flooded... a roiling vortex. He grabs the headless cherub at the bottom of the staircase and wraps his arms around it.

Astor looks up in time to see the 30 foot glass dome overhead EXPLOSE INWARD with the wave of water washing over it. A Niagara of sea water thunders down into the room, blasting through the first class opulence. IT is the Armageddon of elegance.

CUT TO:

254 OMITTED

255 INT. BELOWDECKS

The flooding is horrific. Walls and doors are splintered like kindling. Water roars down corridors with pile-driver force.

The CARTMELL FAMILY is at the top of a stairwell, jammed against a locked gate like Jack and Rose were. Water boils up the stairwell behind them. Bert Cartmell shakes the gate futilely, shouting for help. Little Cora wails as the water boils up around them all.

CUT TO:

256 EXT. STERN

Rose and Jack struggle to climb the well deck stairs as the ship tilts. Drunk Baker Joughin puts a hand squarely on Rose's butt and shoves her up onto the deck.

JOUGHIN

Sorry, miss!

Hundreds of people are already on the poop deck, and more are pouring up every second. Jack and Rose cling together as tehy struggle across the tilting deck.

257 As the bow goes down, the STERN RISES. IN BOAT 2, which is just off the stern, passengers gape as the giant bronze propellers rise out of the water like gods of the deep, FILLING FRAME behind them.

People are JUMPING from the well deck, the poop deck, the gangway doors. Some hit debris in the water and are hurt or killed.

258 OMITTED

259 OMITTED

260 EXT. STERN

ON THE POOP DECK Jack and Rose struggle aft as the angle increases. Hundreds of passengers, clinging to every fixed object on deck, huddle on their knees around FATHER BYLES, who has his voice raised in prayer. They are praying, sobbing, or just staring at nothing, their minds blank with dread.

Pulling himself from handhold to handhold, Jack tugs Rose aft along the deck.

JACK

Come on, Rose. We can't expect God to do all the work for us.

They struggle on, pushing through the praying people. A MAN loses his footing ahead and slides toward them. Jack helps him.

261 THE PROPELLERS are twenty feet above the water and rising faster.

262 JACK AND ROSE make it to the stern rail, right at the base of the flagpole. They grip the rai, jammed in between other people. It is the spot where Jack pulled her back onto the ship, just two night... and a liftime... ago.

Above the wailing and sobbing, Father Byles' voice carries, cracking with emotion.

FATHER BYLES

...and I saw new heavens and a new earth. The former heavens and the former earth had passed away and the sea was no longer.

The lights flicker, threatening to go out. Rose grips Jack as the stern rises into a night sky ablaze with stars.

FATHER BYLES

I also saw a new Jerusalem, the holy city coming down out of heaven from God, beautiful as a bride prepared to meet her husband. I heard a loud voice from the throne ring out this is God's dwelling among men. He shall dwell with them and they shall be his people and He shall be their God who is alway with them.

Rose stares about her at the faces of the doomed. Near them are the DAHL FAMILY, clinging together stoically. Helga looks at her briefly, and her eyes are infinitely sad.

Rose sees a young mother next to her, clutching her five year old son, who is crying in terror.

MOTHER

Shhh. Don't cry. It'll be over soon, darling. It'll all be over soon.

FATHER BYLES

He shall wipe every tear from their eyes. And there shall be no more death or mourning, crying out or pain, for the former world has passed away.

CUT TO:

INT. SHIP-- VARIOUS

As the ship tilts further everything not bolted down inside shifts.

263 CUPBOARDS burst open in the pantry showering the floor with tons of china. A PIANO slides across the floor, crashing into a wall. FURNITURE tumbles across the Smoking Room floor.

264 ON THE A-DECK PROMENADE passengers lose their grip and slide down the wooden deck like a bobsled run, hundreds of feet before they hit the water. TRUDY BOLT, Rose's maid, slips as she struggles along the railing and slides away screaming.

265 AT THE STERN the propellers are 100 feet out of the water and rising. Panicking people leap from the poop deck rail, fall screaming and hit the water like mortar rounds. A man falls from the poop deck, hitting the bronze hub of the starboard propeller with a sickening smack.

266 SWIMMERS LOOK UP and see the stern towering over them like a monolith, the propellers rising against the stars. 110 feet. 120.

267 AT THE STERN RAIL a man jumps. IN HIS POV we fall seemingly forever, right past one of the giant screws. The water rushes up--

CUT TO:

EXT. TITANIC / BOAT 6

268 TRACKING SLOWLY IN on Ruth as the sounds of the dying ship and the screaming people come across the water.

269 REVERSE / HER POV: IN A WIDE SHOT we see the spectacle of the Titanic, her lights blazing, reflecting in the still water. Its stern is high in the air, angles up over forty five degrees. The propellers are 150 feet out of the water. Over a thousand passengers cling to the decks, looking from a distance like a swarm of bees.

The image is shocking, unbelieveable, unthinkable. Ruth stares at the spectacle, unable to frame it or put it into any proportion.

MOLLY BROWN

God Almighty.

The great liner's lights flicker.

CUT TO:

270 INT. ENGINE ROOM

In darkness Chief Engineer Bell hangs onto a pipe at the master braker panel. Around him men climb through tilted cyclopean mahcines with electric hand-torches. It is a black hell of breaking pipes, spraying water, and groaning machinery threatening to tear right out of its bedplates.

Water sprays down, hitting the breaker panel, but Bell will not leave his post. CLUNK. The breakers kick. He slams them in again and-- WHOOM! a blast of light! Something melts and arcing fills the engine room with nightmarish light--

CUT TO:

271 EXT. TITANIC

WIDE SHOT. The lights go out all over the ship. Titanic becomes a vast black silhouette against the stars.

IN COLLAPSIBLE C: BRUCE ISMAY has his back to the ship, unable to watch the great steamer die. He is catatonic with remorse, his mind overloaded. He can avert his eyes, but he can't block out the sounds of dying people and machinery.

A loud CRACKING REPORT comes across the water.

CUT TO:

272 EXT. BOAT DECK

Near the third funnel a man clutches the ship's rail. He stares down as the DECK SPLITS right between his feet. A yawning chasm opens with a THUNDER of breaking steel

LOVEJOY is clutching the railing on the roof of the Officers' Mess. He watches in horror as the ship's structure RIPS APART right in front of him. He gapes down into a widening maw, seeing straight down into the bowels of the ship, amid a BOOMING CONCUSSION like the sound of artillery. People falling into the widening crevasse look like dolls.

The stay cables on the funnel part and snap across the decks like whips, ripping off davits and ventilators. A man is hit by a whipping cable and snatched OUT OF FRAME. Another cable smashes the rail next to Lovejoy and it rips free. He falls backward into the pit of jagged metal.

Fires, explosions and sparks light the yawning chasm as the hull splits down through nine decks to the keel. The sea pours into the gaping wound--

CUT TO:

273 INT. ENGINE ROOM

It is a thundering black hell. Men scream as monstrous machinery comes apart around them, steel frames twisting like taffy. Their torches illuminate the roaring, foaming demon of water as it races at the through the manchines. Trying to climb they are overtaken in seconds.

CUT TO:

274 EXT. TITANIC - NIGHT

The STERN ALF of the ship, almost four hundred feet long, falls back toward the water. On the poop deck everyone screams as they feel themselves plummeting. The sound goes up like the roar of fans at a baseball stadium when a run is scored.

Swimming in the water directly under the stern a few unfortunates shriek as they see the keel coming down on them like God's bootheel. The massive stern section falls back almost level, thundering down into the sea and pushing out a mighty wave of displaced water.

Jack and Rose struggle to hole onto the stern rail. They feel the ship seemingly RIGHT ITSELF. Some of those praying think it is salvation.

SEVERAL PEOPLE

We're saved!

Jack looks at Rose and shakes his head, grimly.

Now the horrible mechanics play out. Pulled down by the awesome weight of the flooded bow, the buoyant stern tilts up rapidly. They feel the RUSH OF ASCENT as the fantail angles up again. Everyone is clinging to benches, railings, ventilators... anything to keep from sliding as the stern lifts.

The stern goes up and up, past 45 degrees, then past sixty.

People start to fall, sliding and tumbling. They skid down the deck, screaming and flailing to grab onto somehting. They wrench other people loose and pull them down as well. There is a pile-up of bodies at the forward rail. The DAHL FAMILY falls one by one.

JACK

We have to move!

He climbs over the stern rail and reaches back for Rose. She is terrified to move. He grabs her hand.

JACK

Come on! I've got you!

Jack pulls her over the rail. It is the same place he pulled her over the rail two nights earlier, going the other direction. She gets over just as the railing is going HORIZONTAL, and the deck VERITCAL. Jack grips her fiercely.

The stern is now straight up in the air... a rumbling black monolith standing against the stars. It hangs there like that for a long grace note, its buoyancy stable.

Rose lies on the railing, looking down fifteen stories to the boiling sea at the base of the stern section. People near them, who didn't climb over, hang from the railing, their legs dangling over the long drop. They fall one by one, plummeting down the vertical face of the poop deck. Some of them bounce horribly off deck benches and ventilators.

Jack and Rose lie side by side on what was the vertical face of the hull, gripping the railing, which is now horizontal. Just beneath their feet are the gold letters TITANIC emblazoned across the stern.

Rose stares down terrified at the black ocean waiting below to claim them. Jack looks to his left and sees Baker Joughin, crouching on the hull, holding onto the railing. It is a surreal moment.

JOUGHIN

(nodding a greeting)

Helluva night.

The final relentless plunge begins as the stern section floods. Looking down a hundred feet to the water, we drop like an elevator with Jack and Rose.

JACK

(talking fast)

Take a deep breath and hold it right before we go into the water. The ship will suck us down. Kick for the surface and keep kicking. Don't let go of my hand. We're gonna make it Rose. Trust me.

She stares at the water coming up at them, and grips his hand harder.

ROSE

I trust you.

Below them the poop deck is disappearing. The plunge gathers speed... the boiling surface engulfs the docking bridge and then rushes up the last thirty feet.

278 IN A HIGH SHOT, we see the stern descend into the boiling sea. The name TITANIC disappears, and the tiny figures of Jack and Rose vanish under the water.

Where the ship stood, now there is nothing. Only the black ocean.

CUT TO:

279 EXT. OCEAN / UNDERWATER AND SURFACE

Bodies are whirled and spun, some limp as dolls, others struggling spasmodically, as the vortex sucks them down and tumbles them.

280 Jack rises INTO FRAME F.G. kicking hard for the surface... holding tightly to Rose, pulling her up.

281 AT THE SURFACE: a roiling chaos of screaming, thrashing people. Over a thousand people are now floating where the ship went down. Some are stunned, gasping for breath. Others are crying, praying, moaning, shouting... screaming.

Jack and Rose surface among them. They barely have time to gasp for air before people are clawing at them. People driven insane by the water, 4 degrees below freezing, a cold so intense it is indistinguishable form death by fire.

A man pushes Rose under, trying to climb on top of her... senselessly trying to get out of the water, to climb onto anything. Jack PUNCHES him repeatedly, pulling her free.

JACK

Swim, Rose! SWIM!

She tries, but her strokes are not as effective as his because of her lifejacket. They break out of the clot of people. He has to find some kind of flotation, anything to get her out of the freezing water.

JACK

Keep swimming. Keep moving. Come one, you can do it.

All about them there is a tremendous wailing, screaming and moaning... a chorus of tormented souls. And beyond that... nothing but black water stretching to the horizon. The sense of isolation and hopelessness is overwhelming.

CUT TO:

282 OMITTED

283 EXT. OCEAN

Jack strokes rhythmically, the effort keeping him from freezing.

JACK

Look for something floating. Some debris... wood... anything.

ROSE

It's so cold.

JACK

I know. I know. Help me, here. Look around.

His words keep her focused, taking her mind off the wailing around them. Rose scans the water, panting, barely able to draw a breath. She turns and... SCREAMS.

A DEVIL is right in from of her face. It is the black FRENCH BULLDOG, swimming right at her like a seamonster in the darkness, its coal eyes bugging. It motors past her, like it is headed for Newfoundland.

Beyond it Rose sees somehting in the water.

ROSE

What's that?

Jack sees what she is pointing to, and they make for it together. It is a piece of wooden debris, intricately carved. He pushes her up and she slithers onto it belly down.

But when Jack tries to get up onto the thing, it tilts and submerges, almost dumping Rose off. It is clearly only big enough to support her. He clings to it, close to her, keeping his upper body out of the water as best he can.

Their breath floats around them in a cloud as they pant from exertion. A MAN swims toward them, homing in on the piece of debris. Jack warns him back.

JACK

It's just enough for this lady... you'll push it under.

MAN

Let me try at least, or I'll die soon.

JACK

You'll die quicker if you come any closer.

MAN

Yes, I see. Good luck to you then.

(swimming off)

God bless.

CUT TO:

284 EXT. COLLAPSIBLE A / OCEAN

The boat is overloaded and half-flooded. Men cling to the sides in the water. Others, swimming, are drawn to it as their only hope. Cal, standing in the boat, slaps his oar in the water as a warning.

CAL

Stay back! Keep off!

Fabrizio, exhausted and near the limit, makes it almost to the boat. Cal CLUBS HIM with the oar, cutting open his scalp.

FABRIZIO

You don't... understand... I have... to get... to America.

CAL

(pointing with the oar)

It's that way!

CLOSE ON FABRIZIO as he floats, panting each breath agony. You see the spirit leave him.

FABRIZIO'S POV: Cal in SLOW MOTION, yelling and wielding the oar. A demon in a tuxedo. The image fades to black.

CUT TO:

285 EXT. OCEAN

JACK AND ROSE still float amid a chorus of hte damned. Jack sees the ship's officer nearby, CHIEF OFFICER WILDE. He is blowing his whistle furiously, knowing the sound will carry over the water for miles.

JACK

The boats will come back for us, Rose. Hold on just a little longer. They had to row away for the suction and now they'll be coming back.

She nods, his words helping her. She is shivering uncontrollably, her lips blue and her teeth chattering.

ROSE

Thank God for you Jack.

People are still screaming, calling to the lifeboats.

WOMAN

Come back! Please! We know you can hear us. For God's sake!

MAN

Please... help us. Save one life! SAVE ON LIFE!

CUT TO:

286 EXT. LIFEBOATS / OCEAN

IN BOAT 6: Ruth has her ears covered against the wailing in the darkness. The first class women in the boat sit, stunned, listening to the sounds of hundreds screaming.

HITCHINS

They'll pull us right down I tell ya!

MOLLY

Aw knock it off, yer scarin' me. Come on girls, grab your oars. Let's go.

(nobody moves)

Well come on!

The women won't meet her eyes. They huddle into their ermine wraps.

MOLLY

I don't understand a one of you. What's the matter with you? It's your men back there! We got plenty a' room for more.

HITCHINS

If you don't shut that hole in yer face, there'll be one less in this boat!

Ruth keeps her ears covered and her eyes closed, shutting it all out.

287 IN BOAT ONE: Sir Cosmo and Lucile Duff-Gordon sit with ten other people in a boat that is two thirds empty. They are two hundred yards from the screaming in the darkness.

FIREMAN HENDRICKSON

We should do something.

Lucile squeezes Cosmo's hand and pleads him with her eyes. She is terrified.

SIR COSMO

It's out of the question.

The crewmembers, intimidated by a nobleman, acquiesce. They hunch guiltily, hoping the sound will stop soon.

TWENTY BOATS, most half full, float in the darkness. None of them make a move.

CUT TO:

288 EXT. OCEAN

Jack and Rose drift under the blazing stars. The water is glassy, with only the faintest undulating swell. Rose can actually see the stars reflecting on the black mirror of the sea.

Jack squeezes the water out of her long coat, tucking it in tightly around her legs. He rubs her arms. His face is chalk with in the darkness. A low MOANING in the darknes around them.

ROSE

It's getting quiet.

JACK

Just a few more minutes. It'll take them a while to get the boats organized...

Rose is unmoving, just staring into space. She knows the truth. There won't be any boats. Behind Jack she sees that Officer Wilde has stopped moving. He is slumped in his lifejacket, looking almost asleep. He has died of exposure already.

JACK

I don't know about you, but I intend to write a strongly worded letter to the White Star Line about all this.

She laughs weakly, but it sounds like a gasp of fear. Rose finds his eyes in the dim light.

ROSE

I love you Jack.

He takes her hand.

JACK

No... don't say your good-byes, Rose. Don't you give up. Don't do it.

ROSE

I'm so cold.

JACK

You're going to get out of this... you're going to go on and you're going to make babies and watch them grow and you're going to die an old lady, warm in your bed. Not here. Not this night. Do you understand me?

ROSE

I can't feel my body.

JACK

Rose, listen to me. Listen. Winning that ticket was the best thing that ever happened to me.

Jack is having trouble getting the breath to speak.

JACK

It brought me to you. And I'm thankful, Rose. I'm thankful.

His voice is trembling with the cold which is working tis way to his heart. But his eyes are unwavering.

JACK

You must do me this honor... promise me you will survive... that you will never give up... no matter what happens... no matter how hopeless... promise me now, and never let go of that promise.

ROSE

I promise.

JACK

Never let go.

ROSE

I promise. I will never let go, Jack. I'll never let go.

She grips his hand and they lie with their heads together. It is quiet now, except for the lapping of the water.

CUT TO:

289 EXT. LIFEBOATS / OCEAN - NIGHT

Fifth Officer Lowe, the impetuous young Welshman, has gotten Boats 10, 12 and Collapsible D together with his own Boat 14. A demon of energy, he's had everyone hold the boats together and is transferring passengers from 14 into the others, to empty his boat for a rescue attempt.

As the women step gingerly across the other boats, Lowe sees a shawled figure in too much of a hurry. He rips the shawl off, and finds himself staring into the face of a man. He angrily shoves the stowaway into another boat and turns to his crew of three.

LOWE

Right, man the oars.

CUT TO:

290 EXT. OCEAN / BOAT 14

The beam of an electric torch plays across the water like a searchlight as boat 14 comes toward us.

ANGLE FROM THE BOAT as the torch illuminates floating debris, a poignant trail of flotsam: a violin, a child's wooden soldier, a framed photo of a steerage family. Daniel Marvin's wooden Biograph camera.

Then, their white lifebelts bobbing in the darkness like signoposts, the first bodies come into the torch's beam. The people are dead but not drowned, killed by the freezing water. Some look like they could be sleeping. Others stare with frozen eyes at the stars.

Soon bodies are so thick the seamen cannot row. They hit the oars on the heads of floating men and women... a wooden thunk. One seaman throws up. Lowe sees a mother floating with her arms frozen around her lifeless baby.

LOWE

(the worst moment of his life)

We waited too long.

CUT TO:

291 EXT. OCEAN

IN A HOVERING DOWNANGLE we see Jack and Rose floating in the black water. The stars reflect in the mill pond surface, and the two of them seem to be floating in interstellar space. They are absolutely still. Their hands are locked together. Rose is staring upwards at the canopy of stars wheeling above her. The music is transparent, floating... as the long sleep steals over Rose, and she feels peace.

CLOSE ON Rose's face. Pale, like the faces of the dead. She seems to be floating in a void. Rose is in a semi-hallucinatory state. She knows she is dying. Her lips barely move as she sings a scrap of Jack's song:

ROSE

"Come Josephine in my flying machine..."

ROSE'S POV: The stars. Like you've never seen them. The Milky Way a glorious band from horizon to horizon.

A SHOOTING STAR flares... a line of light across the heavens.

TIGHT ON ROSE again. We see that her hair is dusted with frost crystals. Her breathing is so shallow, she is almost motionless. Her eyes track down from the stars to the water.

ROSE'S POV... SLOW MOTION: The silhouetter of a boat crossing the stars. She sees men in it, rowing so slowly the oars lift out of the syrupy water, leaving weightless pearls floating in the air. The VOICES of the men sound slow and DISTORTED.

Then the lookout flashes his torch toward her and the light flares across the water, silouetting the bobbing corpses in between. It flicks past her motionless form and moves on. The boat is 50 feet away, and moving past her. The men look away.

Rose lifts her head to turn to Jack. We see that her hair has frozen to the wood under her.

ROSE

(barely audible)

Jack.

She touches his shoulder with her free hand. He doesn't respond. Rose gently turns his face toward her. It is rimed with frost.

He seems to be sleeping peacefully.

But he is not asleep.

Rose can only stare at his still face as the realization goes through her.

ROSE

Oh, Jack.

All hope, will and spirit leave her. She looks at the boat. It is further away now, the voices fainter. Rose watches them go.

She closes her eyes. She is so weak, and there just seems to be no reason to even try.

And then... her eyes snap open.

She raises her head suddenly, cracking the ice as she rips her hair off the wood. She calls out, but her voice is so weak they don't hear her. The boat is invisible now, the torch light a star impossibly far away. She struggles to draw breath, calling again.

292 IN THE BOAT Lowe hears nothing behind him. He points to something ahead, turning the tiller.

293 ROSE struggles to move. Her hand, she realizes, is actually frozen to Jack's. She breaths on it, melting the ice a little, and gently unclasps their hands, breaking away a thin tinkling film.

ROSE

I won't let go. I promise.

She releases him and he sinks into the black water. He seems to fade out like a spirit returning to some immaterial plane.

Rose rolls off the floating staircase and plunges into the icy water. She swims to Chief Officer Wilde's body and grabs his whistle. She starts to BLOW THE WHISTLE with all the strength in her body. Its sound slaps across the still water.

294 IN BOAT 14 Lowe whips around at the sound of the whistle.

LOWE

(turning the tiller)

Row back! That way! Pull!

Rose keeps blowing as the boat comes to her. She is still blowing when Lowe takes the whistle from her mouth as they haul her into the boat. She slips into uncosciousness and they scramble to cover her with blankets...

DISSOLVE TO:

295 INT. IMAGING SHACK / KELDYSH

EXTREME CLOSEUP of Rose's ancient, wrinkled face. Present day.

OLD ROSE

Fifteen hundred people went into the sea when Titanic sank from under us. There were twenty boats floating nearby and only one came back. One. Six were saved from the water, myself included. Six out of fifteen hundred.

As she speaks THE CAMERA TRACKS slowly across the faces of Lizzy and the salvage crew on KELDYSH. Lovett, Bodine, Buell, the others... the reality of what happened here 84 years before has hit them like never before. With her story Rose has put them on Titanic in its final hours, and or the first time, they do feel like graverobbers.

Lovett, for the first time, has even forgotten to ask about the diamond.

OLD ROSE

Afterward, the seven hundred people in the boats had nothing to do but waith... wait to die, wait to live, wait for an absolution which would never come.

DISSOLVE TO:

296 EXT. LIFEBOATS / OPEN SEA - PRE-DAWN

MATCHING MOVE as the camera tracks along the faces of the saved.

DISSOLVE TO: ANOTHER BOAT, and then ANOTHER, seeing faces we know among the survivors: Ismay in a trance, just staring and trembling... Cal, sipping from a hip flask offered to him by a black-faced stoker... Ruth hugging herself, rocking gently.

IN BOAT 14: CLOSE ON ROSE, lying swaddled. Only her face is visile, white as the moon. The man next to her jumps up, pointing and yelling. Soon everyone is looking and shouting excitedly. In Rose's POV it is all silent, SLOW MOTION.

IN SLOW-MOTION SILENCE we see Lowe light a green flare and wave it as everyone shouts and cheers. Rose doesn't react. She floats beyond all human emotion.

DISSOLVE TO:

298 EXT. LIFEBOATS / OPEN SEA - DAWN

Golden lgiht washes across the white boats, which gloat in a calm sea reflecting the rosy sky. All around them, like a flotilla of sailing ships, are icebergs. The CARPATHIA sits nearby, as boats row toward her.

DISSOLVE TO:

299 EXT. LIFEBOATS / OCEAN / CARPATHIA MONTAGE - DAY

IMAGES DISSOLVE into one another: a ship's hull looming, with the letters CARPATHIA visible on the bow... Rose watching, rocked by the sea, her face blank... seamen helping survivors up the rope ladder to the Carpathia's gangway doors... two women crying and hugging each other inside the ship... ALL SILENT, ALL IN SLOW-MOTION. There is just music, so gentle and sad, part elegy, part hymn, part aching song of love lost forever.

THE IMAGES CONTINUE to music... Rose, outside of time, outside of herself, coming into Carpathia, barely able to stand... Rose being draped wtih warm blankets and given hot tea... BRUCE ISMAY climbing aboard. He has the face and eyes of a damned soul.

As Ismay walks along the hall, guided by a crewman toward the doctor's cabin, he passes rows of seated and standing widows. He must run the gauntlet of their accusing gazes.

CUT TO:

300 EXT. DECK / CARPATHIA - DAY

It is the afternoon of the 15th. Cal is searching the faces of the widows lining the deck, looking for Rose. The deck of Carpathia is crammed with huddled people, and even the recovered lifeboats of Titanic. On a hatch cover sits an enormous pile of lifebelts.

He keeps walking toward the stern. Seeing Cal's tuxedo, a steward approaches him.

CARPATHIA STEWARD

You won't find any of your people back here, sir. It's all steerage.

Cal ignores him and goes amongst this wrecked group, looking under shawls and blankets at one bleak face after another.

Rose is sipping hot tea. Her eyes focus on him as he approaches her. He barely recognizes her. She looks like a refugee, her matted hair hanging in her eyes.

ROSE

Yes, I lived. How awkward for you.

CAL

Rose... your mother and I have been looking for you--

She holds up her hand, stopping him.

ROSE

Please don't. Don't talk. Just listen. We will make a deal, since that is something you understand. From this moment you do not exist for me, nor I for you. You shall not see me again. And you will not attempt to find me. In return I will keep my silence. Your actions last night need never come to light, and you will get to keep the honor you have carefully purchased.

She fixes him with a glare as cold and hard as the ice which changed their lives.

ROSE

Is this in any way unclear?

CAL

(after a long beat)

What do I tell your mother?

ROSE

Tell her that her daughter died with the Titanic.

She stands, turning to the rail. Dismissing him. We see Cal stricken with emotion.

CAL

You're precious to me, Rose.

ROSE

Jewels are precious. Goodbye, Mr. Hockley.

We see that in his way, the only way he knows, he does truly love her.

After a moment, he turns and walks away.

OLD ROSE (V.O.)

That was the last time I ever saw him. He married, of course, and inherited his millions. The crash of 28 hit his interests hard, and he put a pistol in his mouth that year. His children fought over the scraps of his estate like hyenas, or so I read.

301 ANGLE ON ROSE, at the railing of the Carpathia, 9pm April 18th. She gazes up at the Statue of Liberty, looking just as it does today, welcoming her home with her glowing torch. It is just as Fabrizio saw it, so clearly, in his mind.

302 LATER CARPATHIA DISCORGES THE SURVIVORS at the Cunard pier, Pier 54. Over 30,000 people line the dock and fill the surrounding streets. The magnesium flashes of the photographers go off like small bombs, lighting an amazing tableau.

Several hundred police keep the mob back. The dock is packes with friends and reletives, officials, ambulances, and the press--

Reporters and photographers swarm everywhere... 6 deep at the foot of the gangways, lining the tops of cars and trucks... it is the 1912 equicalent of a media circus. They jostle to get close to the survivors, tugging on them as they pass and shouting over each other to ask them questions.

Rose is covered with a whoollen shawl and walking with a group of steerage passengers. Immigration officers are asking them questions as they come off the gangway.

IMMIGRATION OFFICER

Name?

ROSE

Dawson. Rose Dawson.

The officer steers her toward a holding area for processing. Rose walks forward with the dazed immigrants. The BOOM! of photographer's magnesium flashes cause them to flinch, and the glare is blinding. There is a sudden disturbance near her as two men burst through the cordon, running to embrace an older woman along the survivors, who cries out with joy. The reporters converge on this emotional scene, and flashes explode.

Rose uses this moment to slip away into the crowd. She pushes through the jostling people, moving with purpose, and none challenges her in the confusion.

OLD ROSE (V.O.)

Can you exchange one life for another? A caterpillar turns into a butterfly. If a mindless insect can do it, why couldn't I? Was it any more unimaginable than the sinking of the Titanic?

TRACKING WITH HER as she walks away, further and further until she flashes and the roar are far behind her, and shi is till walking, determined.

CUT TO:

303 INT. IMAGING SHACK / KELDYSH

Old Rose sits with the group in the Imaging Shack, lit by the blue glow of the screens. She holds the haircomb with the jade butterfly on the handle in her gnarled hands.

BODINE

We never found anything on Jack. There's no record of him at all.

OLD ROSE

No, there wouldn't be, would there? And I've never spoken of him until now, not to anyone.

(to Lizzy)

Not even your grandfather. A woman's heart is a deep ocean of secrets. But now you all know there was a man named Jack Dawson, and that he saved me, in every way that a person can be saved.

(closing her eyes)

I don't even have a picture of him. He exists now only in my memory.

CUT TO:

304 OMITTED

305 EXT. OCEAN FLOOR / TITANIC WRECK

The Mir submersibles make their last pass over the ship. We hear Yuri the pilot on the UQC:

YURI

Mir One returning to surface.

The sub rises off the deck of the wreck, taking its light with it, leaving the Titanic once again it its fine and private darkness.

CUT TO:

306 EXT. KELDYSH DECK

A desultory wrap party for the expedition is in progress. There is music and some of the (co-ed) Russian crew are dancing. Bodine is getting drunk in the aggressive style of Baker Joughin.

Lovett stands at the rail, looking down into the black water. Lizzy comes to him, offering him a beer. She puts her hand on his arm.

LIZZY

I'm sorry.

LOVETT

We were pissin' in the wind the whole time.

Lovett notices a figure move through the lights far down at the stern of the ship.

LOVETT

Oh shit.

CUT TO:

307 EXT. KELDYSH STERN DECK

Rose walks through the shadows of the deck machinery. Her nightgown blows in the wind. Her feet are bare. Her hands are clutched at her chest, almost as if she is praying.

ON LOVETT AND LIZZY running down the stairs from the top deck, hauling ass.

ROSE reaches the sern rail. Her gnarled fingers wrap over the rail. Her ancient foot steps up on the gunwale. She pushes herself up, leaning forward. Over her shoulder, we see the black water glinting far below.

LOVETT AND LIZZY run up behind her.

LIZZY

Grandma, wait!! Don't--

ROSE TURNS her head, looking at them. She turns further, and we see she has something in her hand, something she was about to drop overboard.

It is the "Heart of the Ocean".

Lovett sees his holy grail in her hand and his eyes go wide. Rose keeps it over the railing where she can drop it anytime.

ROSE

Don't come any closer.

LOVETT

You had it the entire time?!

FLASH CUT TO: A SILENT IMAGE OF YOUNG ROSE walking away from Pier 54. The photographers' flashes go off like a battle behind her. She has her hands in her pockets. She stops, feeling something, and pulls out the necklace. She stares at it in amazement.

BACK ON KELDYSH, Rose smiles at Brock's incomprehension.

ROSE

The hardest part about being so poor, was being so rich. But every time I though of selling it, I though of Cal. And somehow I always got by without his help.

She holds it out over the water. Bodine and a couple of the other guys come up behind Lovett, reacting to what is in Rose's hand.

BODINE

Holy shit.

LOVETT

Don't drop it Rose.

BODINE

(a fierce whisper)

Rush her.

LOVETT

(to Bodine)

It's hers, you schmuck.

(to her)

Look, Rose, I... I don't know what to say to a woman who tries to jump off the Titanic when it's not sinking, and jumps back onto it when it is... we're not dealing with logic here, I know that... but please... think about this a second.

ROSE

I have. I came all the way here so this could go back where it belongs.

The massive diamond glitters. Brock edges closer and holds out his hand...

LOVETT

Just let me hold it in my hand, Rose. Please. Just once.

He comes closer to her. It is reminiscent of Jack slowly moving up to her at the stern of Titanic.

Surprisingly, she calmly places the massice stone in the palm of his hand, while still holding onto the necklace. Lovett gazes at the object of his quest. An infinity of cold scalpels glint in its blue depths. It is mesmerizing. It fits in his hand just like he imagined.

LOVETT

My God.

His grip tightens on the diamond.

He looks up, meeting her gaze. Her eyes are suddenly infinitely wise and deep.

ROSE

You look for treasures in the wrong place, Mr. Lovett. Only life is priceless, and making each day count.

His fingers relax. He opens them slowly. Gently she slips the diamond out of his hand. He feels it sliding away.

Then, with an impish little grin, Rose tosses the necklace over the rail. Lovett gives a strangled cry and rushes to the rail in time to see it hit the water and disappear forever.

BODINE

Aww!! That really sucks, lady!

Brock Lovett goes through ten changes before he settles on a reaction... HE LAUGHS. He laughs until the tears come to his eyes. Then he turns to Lizzy.

LOVETT

Would you like to dance?

Lizzy grins at him and nods. Rose smiles. She looks up at the stars.

308 IN THE BLACK HEART OF THE OCEAN, the diamond sinks, twinkling end over end, into the infinate depths.

CUT TO:

309 INT. ROSE'S CABIN / KELDYSH

A GRACEFUL PAN across Rose's shelf of carefully arranged pictures:

Rose as a young actress in California, radiant... a theatrically lit studio publicity shot... Rose and her husband, with their two children... Rose with her son at his college graduation... Rose with her children and grandchildren at her 70th birthday. A collage of images of a life lived well.

THE PAN STOPS on an image filling frame. Rose, circa 1920. She is at the beach, sitting on a horse at the surfline. The Santa Monica pier, with its rollercoaster is behind her. She is grinning, full of life.

We PAN OFF the last picture to Rose herself, warm in her bunk. A profile shot. She is very still. She could be sleeping, or maybe something else.

CUT TO:

 

BLACKNESS

310 THE WRECK OF TITANIC looms like a ghost out of the dark. It is lit by a kind of moonlight, a light of the mind. We pass over the endless forecastle deck to the superstructure, moving faster than subs can move... almost like we are flying.

WE GO INSIDE, and the echoing sound of distant waltz music is heard. The rust fades away from the walls of the dark corridor and it is transformed... WE EMERGE onto the grand staircase, lit by glowing chandelier. The music is vibrant now, and the room is populated by men in tie and tails, women in gowns. It is exquisitely beautiful.

IN POV we sweep down the staircase. The crowd of beautiful gentlmen and ladies turn as we descend toward them. At the bottom a man stands with his back to us... he turns and it is Jack. Smiling he holds his hand out toward us.

IN A SIDE ANGLE Rose goes into his arms, a girl of 17. The passengers, officers and crew of the RMS Titanic smile and applaud in the utter silence of the abyss.