"Titanic" is true to its name. The film is big in every way a film can be big. Big ship, huge sets featuring the interworkings of hundreds of actors, turbo-big budget, and a big historical disaster. But its big-named director, James Cameron, has never impressed me. "The Abyss," "Terminator" and all his other films have come off as too flashy, melodramatic, predictable, and shallow. But in "Titanic", he has shown himself to be something far more talented than in any of his previous efforts.

Cameron shoots out like a meteor. Suddenly, he has crafted not just a good film but a genuine work of art. There is not a single wasted frame in the picture. I've read the screenplay a couple of times. Several changes were made for the film's final cut. Most of them strengthened that cut and indicate the workings of a mind that realized something special was happening. Something different from his other films. Something that demanded him to summon (and reveal) all his talent.

The base level is obviously the love story. It is an old-fashion epic adventure, full of life and death action set against a big backdrop. Its even got the obligatory sex scene. Nothing special in any of that. All that drama is the usual formula for $$$ success, which is certainly why the film was ever made from the corporate level's perspective anyway. But making this formula into a big blockbuster should in no way diminish its artistic qualities. There are those who say serious art can't be "popular". As for me, its about damn time some one made it so. Cameron has.

Interwoven and inseparable from this love story are several dramatic qualities. Rose, trapped and alone amidst a vast cultural society that she can't stand. "Titanic" itself, shot magnificently from a mile high, also alone, its size rendered tiny relative to the cold darkness of the North Atlantic. There's the examination of the different classes of people aboard. Unbridled wealth with splendid trimmings, fine dining to music followed by cigars and brandy. Common folk, with their hard drinking of dark beer, their brash and carousing dance music, in a haze of cigarette smoke and sweat. Such division is reinforced throughout the picture. Jack feigns leaving Rose after the dinner scene and declares the he is sorry he has to go "row with the rest of the slaves."

As the gentlemen engage in subdued political small talk, the action cuts directly to boisterous arm wrestling below decks. Later, after the berg rips along the Titanic's side, there is mass confusion below. Water pouring in, people shouting, rushing to safety, coming out of their bunk rooms in confusion and fright. Above, however, all we see and hear is the shutter of Mr. Andrews' brandy glass, the tinkling of his chandelier overhead. Stewards calmly tell everyone that "there's no emergency."

The vast gulf between the danger of the lower class and the subtle suspicion of the upper is reinforced when, upon leaving her room, Ruth requests that her maids be sure her suite is heated and that she would like a cup of hot tea when she returns. Mr. Ismay climbs the summit of this sort of absurdity by asking, in bathrobe and slippers, "When can we get underway, dammit?"

This works both ways, of course. There IS genuine grace, intelligence and sophistication among the upper classes. There is Rose's natural elegance and beauty as she prepares to be drawn by Jack, who has rugged drawing tools that need sharpening, the drawing itself being accomplished by a hand with dirty finger nails. We see Rose again, astounding Jack and those around her at the dance party with a splendid ballet move she learned year's ago during dancing lessons.

Some critics have argued that Cameron's screenplay has no three-dimensional characters, that it is difficult if not impossible to empathize with them.

Let's start with Cal. The greatest oversight in this film is not that Leonardo DiCaprio didn't get nominated for Best Actor. It's that Billy Zane wasn't nominated for Best Supporting Actor. His portrayal of Cal's passions, greed, selfishness, and yet his genuine desire and concern for Rose is exquisite.

A difficult character to empathize with, Cal nevertheless shares his pains, his schemes and his few joys with us subtly in facial expressions and tangled movements juxtaposed with refinement and ease. Twice, he shields Rose with his coat when she is being exposed to the North Atlantic chill. Perhaps he's just being a gentleman, but it is to HIS lady. If not passionate love, he at least has real consideration for his fiancee: "I know you've been melancholy. I don't pretend to know why." Perhaps it is a purely possessive form of love, but Cal genuinely WANTS an emotional intimacy with Rose: "There's nothing I couldn't give you. There's nothing I'd deny you if you would not deny me. (Pleading) Open your heart to me, Rose."

Stay with that same scene. Rose stares blankly in her dressing mirror, a small music box tinkles away some childish melody. Enter Cal with the Heart of the Ocean. Placing it upon her neck, he sits on the dresser, where he closes the box, oblivious of its presence in the moment. Oh, there's plenty to empathize with there. The most unique and expensive piece of jewelry in man's creation, offered in love, begging for devotion, as that same love and devotion silences the sounds of Rose's dreams.

This well represents the character of Rose. A young woman of stature, beauty, and learning. Yet, she sits silently, staring, unresponsive to the cultural splendor around her just as it allows her loneliness to go unnoticed amidst its rituals and expectations. Screaming inside, Rose is yearning for something else. But what? There's nothing. That's why she attempts suicide.

Her encounter with Jack is an unlikely one. Jack is clearly not "her type" of man, but he is free, unimaginably free. That freedom, more so than Jack himself, is what attracts Rose to him. Only later does the fire emerge, as she discovers that he is not only free, but consumed with passion for her as well.

Rose is difficult to understand for all these reasons. She has, basically nothing in her life to inspire her. She is, therefore, a "flat" character with confused flashes of intensity and reason. Critics mistake all this for lack of depth. But, the secret to understanding the full character of Rose is to use all that Cameron gives us. There are two Roses on the screen. The drowning, lifeless one burning with a fire deep within, and the old Rose, whose fire has blazed brilliantly through her life, as revealed by her style in telling the story and her feistiness as an elderly person still full of vigor and life. Cameron shows us the bookends of Rose's adult life. We are left with myth and memory to fill in the space between for ourselves.

Now, Jack. Jack is a stereotypical happy-go-lucky artist type. He is also a shady character. He steals another man's coat and hat to steal a moment alone with Rose. He wins his passage in a game of poker. He prides himself in spitting. Yet, he has a depth of understanding into the human heart that amazes Rose. He sees through the facades of things, lives "on God's good humor", not wasting a moment with anything he encounters.

For this reason, he pulls off the dinner scene "almost like a gentleman" as Cal puts it. Not just dressing the part, he reveals much of his cunning nature by arriving early to dinner so he can observe as much of the mannerisms and style he knows he'll need not to make a complete fool of himself. The gentle strokes of his drawings, his sometimes inappropriate sense of humor, and his downright joy of freedom from all responsibility (the exact opposite of Rose's culture) make him a multi-faceted individual.

Cameron's dialogue is sometimes quirky. Some have said you can read it in any grocery store romance novel. First, remember this is the Late Romantic period, with Edwardian expressiveness that seems trite today. That accounts for some of it. Lines like "Winning that ticket was the best thing that ever happened to me, Rose. It brought me to you," are genuine and believable for the characters and the time in which they lived. That they have been done over and over again, might show some tendencies toward clichés, but it could just as easily reveal a sense of innocence that is vital to the naiveté that Cameron has to create in order for the cocky world of unsinkable ships to come alive on the screen. It was a Romantic and naive time. Much of the dialogue reflects this.

A great deal of Cameron's original script is discarded or changed completely in the making of the picture. For example, in the end, during the final plunge of the ship into the water, the script calls for Jack to glance over at Joughin, who nods in greeting and says "Helluva night." This is a totally inappropriate attempt at humor for the actual scene, so Cameron (the director) takes out what Cameron (the writer) had put in.

By contrast, Cameron sprinkles a bit more humor in the film than is called for by his screenplay when he has a baffled Mr. Ismay, following Rose's unseemly remark about Freud's analysis of the male fascination with size, respond: "Who is this Freud chap? Is he a passenger?"

The interaction between Rose and Jack on the deck the next morning after her suicide attempt is terribly written in the original screenplay. Cameron saves the scene by having Jack ask flat out if Rose loves Cal. Rose, taken aback by such impolite forwardness, crawls back into the security of her world by accusing Jack of being "rude". He immediately agrees with her whereupon she proclaims that she is leaving.

Humor that was totally absent in the original scene is prominent in the final version with an absurdly extended handshake, followed by Rose realizing that SHE didn't have to leave the area. HE did. It was her part of the ship. In frustration, she jerks Jack's portfolio from under his arm, discovering that "These are good. These are quite good actually." Then out of her shell she comes, appreciative of Jack's artistic skill and depth. We now realize she is becoming attracted to him because he is "so annoying." Its all been done before, but never better.

Admittedly though, "Titanic" is not a faultless film. There's no such thing. Its primary flaws lie not in how the story is told, but in small words and actions that would have better been left unseen or unsaid. Still, Cameron's screenplay is better than his critics will admit, his best effort to date, and creates a genuine sense of human drama that grabs you.

Cameron knows the technical side of filmmaking very well. The timing of everything in "Titanic" is right on, which is why most people don't feel as if they've been watching it for three hours. The film's sound and cinematography work together, creating beautiful moments of peace and intense episodes of chaos.

We see the Titanic and marvel at her gigantic size as she leaves Southhampton dwarfing a crowd of over 900 extras on the largest movie set ever built. We see her again set against the orange glow of a brilliant sunset, creating a sense of wonder and emotional resonance that connects the audience with the "Ship of Dreams" as a character in and of herself.

Two particular shots deserve mentioning. They represent some of filmmaking's greatest cinematic achievements. The first is just after the ship reaches 21 knots ("stretching her legs"). Jack and Fabrizio are on the bow, shouting excitedly at the sensation of moving so fast with nothing but a strong wind in their faces and sea within their fields of view. The camera arcs around them, then back, back, back over the bridge. We soar past each of the ship's huge exhaust funnels, first on starboard, then zigzagging to port, as if floating stationary as the massive ship moves ever further away until it is viewed in all its glory, churning up the sea, with people moving about like ants.

The second great cinematic moment is an extended dolly shot in the closing of the picture. We see the wreck of the Titanic on the seabed coming at us. We gather speed until we are moving through an opening faster and faster along Deck A which morphs in a terrific match cut with the brightness of the newly built deck. Moving on, we come to a doorway and enter the grand staircase filled with the characters who lost their lives on the Titanic.

It is a great communion of all classes, all together, looking at the camera which continues to sweep forward still without an edit as Rose holds out her hand and Jack receives her. They kiss, everyone applauds, we pan around them. All in the same shot, smoothly, unbroken and brilliantly executed. Magnificent!

Cameron's editing is the best I've seen from anyone in years. In the sequence where the ship breaks apart, for example, there is much action to cover. There is Lovejoy clinging as the ship swallows him. There's the ship's gigantic stern itself falling back. People on the ship screaming, falling. People in the water being crushed with the mighty splash that results. Jack and Rose struggling to hang on, fully aware of all the horrified faces around them. All this is edited seamlessly together to capture the drama in full at all its possible levels. Outstanding.

Left on the cutting room floor are inferences, bits, and pieces of historical information pertaining to the disaster that added only unnecessary foreboding to the film. Cameron made several major decisions that differed from the written script and truly strengthened the film. What we are left with is largely a lean and focused effort. For example, an entire subplot of a man filming his bride throughout the picture (as a kind of home movie within a film) was, rightfully, cut out.

The actual suspense of the encounter between the immense ship and the gigantic iceberg that destroyed her is greatly enhanced, in spite of this lessened attention to historical detail (primarily omission of the certain activities of the wireless operators) by leaving the viewer with virtually no more information than the crew actually had at the time. It focuses fully on the closing distance between the berg and the ship and the sudden urgency to avoid collision.

There's the desperation of the men in the engine room, the intense stares of Mr. Murdock and others as it comes closer, closer, giving tremendous weight to Crewman Fleet's cry (added from the original script) "Why aren't they turning?!" We don't quite understand it either. Then, slowly the ship shifts toward port, far too slowly.

Cameron sparkles at the technical level of any of his films. Up to "Titanic", this is the only aspect of filmmaking where he has really shined. The costumes and set designs are, well, appropriate for the Titanic, historically accurate in obsessive detail. They are fittingly grand, but not pretentious.

James Horner's musical score is simply brilliant. The best effort of his long and very talented career. The music floats, it haunts us, it whispers, it pulsates and drives, compelling the viewer into the action, the desperation, while conveying a sense of timelessness. It is well-mixed with the sound of all that water rushing in.