"TITANIC" (1997)

THIS SCRIPT IS FOR

EDUCATIONAL PURPOSES ONLY

"Titanic" a screenplay by James Cameron

Cast:

KATE WINSLET... Rose DeWitt Bukater LEONARDO DICAPRIO... Jack Dawson KATHY BATES... The Unsinkable Molly Brown BILLY ZANE... Caledon Hockley BILL PAXTON... Brock Lovett

Written and Directed by:

JAMES CAMERON

1 BLACKNESS 1

Then two faint lights appear, close together... growing brighter. They resolve into two DEEP SUBMERSIBLES, free- falling toward us like express elevators.

One is ahead of the other, and passes close enough to FILL FRAME, looking like a spacecraft blazing with lights, bristling with insectile manipulators.

TILTING DOWN to follow it as it descends away into the limitless blackness below. Soon they are fireflies, then stars. Then gone.

PUSHING IN on one of the falling submersibles, called MIR ONE, right up to its circular viewport to see the occupants.

INSIDE, it is a cramped seven foot sphere, crammed with equipment. ANATOLY MIKAILAVICH, the sub's pilot, sits hunched over his controls... singing softly in Russian.

Next to him on one side is BROCK LOVETT. He's in his late forties, deeply tanned, and likes to wear his Nomex suit unzipped to show the gold from famous shipwrecks covering his gray chest hair. He is a wiley, fast-talking treasure hunter, a salvage superstar who is part historian, part adventurer and part vacuum cleaner salesman.Right now, he is propped against the CO2 scrubber, fast asleep and snoring.

On the other side, crammed into the remaining space is a bearded wide-body named LEWIS BODINE, sho is also asleep. Lewis is an R.O.V. (REMOTELY OPERATED VEHICLE) pilot andis the resident Titanic expert.

Anatoly glances at the bottom sonar and makes a ballast adjustment.

A pale, dead-flat lunar landscape. It gets brighter, lit from above, as MIR ONE enters FRAME and drops to the seafloor in a downblast from its thrusters.It hits bottom after its two hour free-fall with a loud BONK.

Lovett and Bodine jerk awake at the landing.

5 MINUTES LATER: THE TWO SUBS skim over the seafloor to the sound of sidescan sonar and the THRUM of big thrusters.

6 The featureless gray clay of the bottom unrols in the lights of the subs. Bodine is watching the sidescan sonar display, where the outline of a huge pointed object is visible. Anatoly lies prone, driving the sub, his face pressed to the center port.

Out of the darkness, like a ghostly apparition, the bow of the ship appears. Its knife-edge prow is coming straight at us, seeming to plow the bottom sediment like ocean waves. It towers above the seafloor, standing just as it landed 84 years ago.

THE TITANIC. Or what is left of her. Mir One goes up and over the bow railing, intact except for an overgrowth of "rusticles" draping it like mutated Spanish moss.

TIGHT ON THE EYEPIECE MONITOR of a video camcorder. Brock Lovett's face fills the BLACK AND WHITE FRAME.

The image pans to the front viewport, looking over Anatoly's shoulder, to the bow railing visible in the lights beyond. Anatoly turns.

CUT WIDER, to show that Brock is operating the camera himself, turning it in his hand so it points at his own face.

Brock resumes his serious, pensive gaze out the front port, with the camera aimed at himself at arm's length.

Anatoly rolls his eyes and mutters in Russian. Bodine chuckles and watches the sonar.

7 Mir Two drives aft down the starboard side, past the huge anchor while Mir One passes over the seemingly endless forecastle deck, with its massive anchor chains still laid out in two neat rows, its bronze windlass caps gleaming. The 22 foot long subs are like white bugs next to the enormous wreck.

CONTINUED: (2)

8 Mir Two lands on the boat deck, next to the ruins of the Officer's Quarters. Mir One lands on the roof of the deck hous nearby.

Bodine slips on a pair of 3-D electronic goggles, andgrabs the joystick controls of the ROV.

9 OUTSIDE THE SUB, the ROV, a small orange and black robot called SNOOP DOG, lifts from its cradle and flies forward.

SNOOP DOG drives itself away from the sub, paying out its umbilical behind it like a robot yo-yo. Its twin stereo- video cameras swivel like insect eyes. The ROV descends through an open shaft that once was the beautiful First Class Grand Staircase.

Snoop Dog goes down several decks, then moves laterally into the First Class Reception Room.

SNOOP'S VIDEO POV, moving through the cavernous interior. The remains of the ornate handcarved woodwork which gave the ship its elegance move through the floodlights, the lines blurred by slow dissolution and descending rusticle formations. Stalactites of rust hang down so that at times it looks like a natural grotto, then the scene shifts and the lines of a ghostly undersea mansion can be seen again.

MONTAGE STYLE, as Snoop passes the ghostly images of Titanic's opulence:

10 A grand piano in amazingly good shape, crashed on its side against a wall. The keys gleam black and white in the lights.

11 A chandelier, still hanging from the ceiling by its wire... glinting as Snoop moves around it.

12 Its lights play across the floor, revealing a champagne bottle, then some WHITE STAR LINE china... a woman's high- top "granny shoe". Then something eerie: what looks like a child's skull resolves into the porcelain head of a doll.

Snoop enters a corridor which is much better preserved. Here and there a door still hangs on its rusted hinges.

CONTINUED: (3)

An ornate piece of molding, a wall sconce... hint at the grandeur of the past.

13 THE ROV turns and goes through a black doorway, entering room B-52, the sitting room of a "promenade suite", one of the most luxurious staterooms on Titanic.

Glinting in the lights are the brass fixtures of the near- perfectly preserved fireplace. An albino Galathea crab crawls over it. Nearby are the remains of a divan and a writing desk. The Dog crosses the ruins of the once elegant room toward another DOOR. It squeezes through the doorframe, scraping rust and wood chunks loose on both sides. It moves out of a cloud of rust and keeps on going.

The remains of a pillared canopy bed. Broken chairs, a dresser. Through the collapsed wall of the bathroom, the porcelain commode and bathtub took almost new, gleaming in the dark.

SEVERAL ANGLES as the ROV deploys its MANIPULATOR ARMS and starts moving debris aside. A lamp is lifted, its ceramic colors as bright as they were in 1912.

Lewis grips a wardrobe door, lying at an angle in a corner, and pulls it with Snoop's gripper. It moves reluctantly in a cloud of silt. Under it is a dark object. The silt clears and Snoop's cameras show them what was under the door...

CONTINUED: (4)

CLOSE ON LOVETT, watching his moniteors. By his expression it is like he is seeing the Holy Grail.

ON THE SCREEN, in the glare of the lights, is the object of their quest: a small STEEL COMBINATION SAFE.

THE SAFE, dripping wet in the afternoon sun, is lowered onto the deck of a ship by a winch cable.

We are on the Russian research vessel AKADEMIK MISTISLAV KELDYSH. A crowd has gathered, including most of the crew of KELDYSH, the sub crews, and a hand-wringing money guy named BOBBY BUELL who represents the limited partners. There is also a documentary video crew, hired by Lovett to cover his moment of glory.

Everyone crowds around the safe. In the background Mir Two is being lowered into its cradle on deck by a massive hydraulic arm. Mir One is already recovered with Lewis Bodine following Brock Lovett as he bounds over to thesafe like a kid on Christman morning.

Brock nods to his technicians, and they set about drilling the safe's hinges. During this operation, Brock amps the suspense, working the lens to fill the time.

Lovett grins wolfishly in anticipation of his greatestfind yet. The door is pried loose. It clangs onto the deck. Lovett moves closer, peering into the safe's wet interior. A long moment then... his face says it all.

Technicians are carefully removing some papers from the safe and placing them in a tray of water to separate them safely. Nearby, other artifacts from the stateroom are beingwashed and preserved.

Buell is on the satellite phone with the INVESTORS. Lovett is yelling at the video crew.

Buell covers the phone and turns to Lovett.

Lovett grabs the phone from Buell and goes instantly smooth.

A tech coaxes some letters in the water tray to one side with a tong... revealing a pencil (conte crayon) drawingof a woman.

Brock looks closely at the drawing, which is in excellent shape, though its edges have partially disintegrated. The woman is beautiful, and beautifully rendered. In her late teens or early twenties, she is nude, though posed with a kind of casual modesty. She is on an Empire divan, in a pool of light that seems to radiate outward from her eyes. Scrawled in the lower right corner is the date: April 14 1912. And the initials JD.

The girl is not entirely nude. At her throat is a diamond necklace with one large stone hanging in the center.

Lovett grabs a reference photo from the clutter on the lab table. It is a period black-and-white photo of a diamond necklace on a black velvet jeller's display stand.He holds it next to the drawing. It is clearly the same piece... a complex setting with a massive central stone which is almost heart-shaped.

16 INSERT 16

A CNN NEWS STORY: a live satellite feed from the deck of the Keldysh, intercut with the CNN studio.

PULL BACK from the screen, showing the CNN report playing on a TV set in the living room of a small rustic house. It is full of ceramics, figurines, folk art, the walls crammed with drawings and paintings... things collected over a lifetime.

PANNING to show a glassed-in studio attached to the house. Outside it is a quiet morning in Ojai, California. In the studio, amid incredible clutter, an ANCIENT WOMAN is throwing a pot on a potter's wheel. The liquid red clay covers her hands... hands that are gnarled and age-spotted, but still surprisingly strong and supple. A woman in her early forties assists her.

The old woman's name is ROSE CALVERT. Her face is a wrinkled mass, her body shapeless and shrunken under aone- piece African-print dress.

But her eyes are just as bright and alive as those of a young girl.

Rose gets up and walks into the living room, wiping pottery clay from her hands with a rag. A Pomeranian dog gets up and comes in with her.

The younger soman, LIZZY CALVERT, rushes to help her.

TIGHT ON THE SCREEN.

The video camera pans off Brock to the drawing, in a tray of water. The image of the woman with the necklace FILLS FRAME.

ROSE is galvanized by this image. Her mouth hangs open in amazement.

CUT TO KELDYSH. The Mir subs are being launched. Mir Two is already in the water, and Lovett is getting ready to climb into Mir One when Bobby Buell runs up to him.

Beull hands Lovett the phone, pushing down the blinking line. The call is from Rose and we see both ends of the conversation. She is in her kitchen with a mystified Lizzy.

Brock almost drops the phone. Bobby sees his shocked expression...

SMASH CUT TO AN ENORMOUS SEA STALLION HELICOPTER thundering across the ocean. PAN 180 degrees as it roars past. There is no land at either horizon. The Keldysh is visible in the distance.

CLOSE ON A WINDOW of the monster helicopter.Rose's face is visible, looking out calmly.

Brock and Bodine are watching Mir 2 being sweng over the side to start a dive.

Brock nods and the three of them head forward to meet the approaching helo.

The Sea Stallion approaches the ship, BG, forcing Brock to yell over the rotors.

IN A THUNDERING DOWNBLAST the helicopter's wheels bounce down on the helipad.

Lovett, Buell and Bodine watch as the HELICOPTER CREWCHIEF hands out about ten suitcases, and then Rose is lowered to the deck in a wheelchair by Keldysh crewmen.Lizzy, ducking unnecessarily under the rotor, follows her out, carrying FREDDY the Pomeranian. The crew chief hands a puzzled Keldysh crewmember a goldfish bowl with several fish init. Rose does not travel light.

HOLD ON the incongruous image of this little old lady, looking impossibly fragile amongst all the high tech gear, grungy deck crew and gigantic equipment.

Lizzy is unpacking Rose's things in the small utilitarian room. Rose is placing a number of FRAMED PHOTOS on the bureau, arranging them carefully next to the fishbowl. Brock and Bodine are in the doorway.

Brock glances at Bodine... oh oh. Bodine rolls his eyes. Rose finishes arranging her photographs. We get a general glimpse of them: the usual snapshots... children and grandchildren, her late husband.

Rose looks at the drawing in its tray of water, confronting herself across a span of 84 years. Until they can figure out the best way to preserve it, they have to keep it immersed. It sways and ripples, almost as if alive.

TIGHT ON Rose's ancient eyes, gazing at the drawing.

25 FLASHCUT of a man's hand, holding a conte crayon deftly creating a shoulder and the shape of her hair with two efficient lines.

26 THE WOMAN'S FACE IN THE DRAWING, dancing under the water.

27 A FLASHCUT of a man's eyes, just visible over the top of a sketching pad. They look up suddenly right into the LENS. Soft eyes, but fearlessly direct.

28 Rose smiles, remembering. Brock has the reference photo of the necklace in his hand.

Laid out on a worktable are fifty or so objects, from mundane to valuable. Rose, shrunken in her chair, can barely see over the table top. With a trembling hand she lifts a tortoise shell hand mirror, inlaid with mother of pearl. She caresses it wonderingly.

She turns the mirror over and looks at her ancient face in the cracked glass.

She spies something else, a silver and moonstone art-nouveau brooch.

Rose picks up an ornate art-nouveau HAIR COMB. A jade butterfly takes flight on the ebony handle of the comb.She turns it slowly, remembering. We can see that Rose is experiencing a rush of images and emotions that have lain dormant for eight decades as she handles the butterfly comb.

It is a darkened room lined with TV monitors.IMAGES OF THE WRECK fill the screens, fed from Mir One and Two, and the two ROVs, Snoop Dog and DUNCAN.

ROSE stares raptly at the screens. She is enthraled by one in particular, an image of the bow railing. It obviously means something to her. Brock is studying her reactions carefully.

Lizzy turns the chair so Rose can see the screen of Bodine's computer. As he is calling up the file, he keeps talking.

Bodine starts a COMPUTER ANIMATED GRAPHIC on the screen, which parallels his rapid-fire narration.

SKRTTT!!

(making a sound in time with the animation) ...it splits! Right down to the keel, which acts like a big hinge. Now the bow swings down and the stern falls back level... but the weight of the bow pulls the stern up vertical, and then the bow section detaches, heading for the bottom. The stern bobs like a cork, floods and goes under about 2:20 a.m. Two hours and forty minutes after the collision.

The animation then follows the bow section as it sinks. Rose watches this clinical dissection of the disaster without emotion.

The bow impacts, digging deeply into the bottom, the animation now follows the stern.

Her eyes go back to the screens, showing the sad ruins far below them.

A VIEW from one of the subs TRACKING SLOWLY over the boat deck. Rose recognizes one of the Wellin davits, still in place. She hears ghostly waltz music. The faint and echoing sound of an officer's voice, English accented, calling "Women and children only".

30 FLASH CUTS of screaming faces in a running crowd. Pandemonium and terror. People crying, praying, kneeling on the deck. Just impressions... flashes in the dark.

31 Rose Looks at another monitor. SNOOP DOG moving down a rusted, debris-filled corridor. Rose watches the endless row of doorways sliding past, like dark mouths.

32 IMAGE OF A CHILD, three years old, standing ankle deep in water in the middle of an endless corridor.The child is lost alone, crying.

33 Rose is shaken by the flood of memories and emotions. Her eyes well up and she puts her head down, sobbing quietly.

Her voice is surprisingly strong. The sweet little old lady is gone, replaced by a woman with eyes of steel. Lovett signals everyone to stay quiet.

She looks from screen to screen, the images of the ruined ship.

CONTINUED: (2)

He switches on the minirecorder and sets it near her.

As the underwater camera rises past the rusted bow rail, WE DISSOLVE / MATCH MOVE to that same railing in 1912...

MATCH DISSOLVE:

SHOT CONTINUES IN A FLORIOUS REVEAL as the gleaming white superstructure of Titanic rises mountainously beyond the rail, and above that the buff-colored funnels stand against the sky like the pillars of a great temple. Crewmen move across the deck, dwarfed by the awesome scale of the steamer.

Southanmpton, England, April 10, 1912.It is almost nnon on ailing day. A crowd of hundreds blackens the pier next to Titanic like ants on a jelly sandwich.

IN FG a gorgeous burgundy RENAULT TOURING CAR swings into frame, hanging from a loading crane. It is lowered toward HATCH #2.

On the pier horsedrawn vehicles, motorcars and lorries move slowly through the dense throng. The atmosphere is one of excitement and general giddiness. People embrace in tearful farewells, or wave and shout bon voyage wishes to friends and relatives on the decks above.

A white RENAULT, leading a silver-gray DAIMLER-BENZ, pushes through the crowd leaving a wake in the press of people. Around the handsome cars people are streaming to board the ship, jostling with hustling seamen and stokers, porters, and barking WHITE STAR LINE officials.

The Renault stops and the LIVERIED DRIVER scurries to open the door for a YOUNG WOMAN dressed in a stunning white and purple outfit, with an enormous feathered hat. She is 17 years old and beautiful, regal of bearing, with piercing eyes.

It is the girl in the drawing. ROSE. She looks up at the ship, taking it in with cool appraisal.

A PERSONAL VALET opens the door on the other side of the car for CALEDON HOCKLEY, the 30 year old heir to the elder Hockley's fortune. "Cal" is handsome, arrogant and rich beyond meaning.

Cal turns and fives his hand to Rose's mother, RUTH DEWITT BUKATER, who descends from the touring car being him. Ruth is a 40ish society empress, from one of the most prominent Philadelphia families. She is a widow, and rules her household with iron will.

Cal speaks with the pride of a host providing a special experience.

This entire entourage of rich Americans is impeccably turned out, a quintessential example of the Edwardian upper class, complete with servants. Cal's VALET, SPICER LOVEJOY, is a tall and impassive, dour as an undertaker. Behind him emerge TWO MAIDS, personal servants to Ruth and Rose.

A WHITE STAR LINE PORTER scurries toward them, harried by last minute loading.

Cal nonchalantly hands the man a fiver. The porter's eyes dilate. Five pounds was a monster tip in those days.

Cal never tires of the effect of money on the unwashed masses.

The White Star man looks stricken when he sees the enormous pile of steamer trunks and suitcases loading down the second car, including wooden crates and steel safe. He whistles frantically for some cargo-handlers nearby who come running.

Cal breezes on, leaving the minions to scramble.He quickly checks his pocket watch.

He indicates the way toward the first class gangway. They move into the crowd. TRUDY BOLT, Rose's maid, hustles behind them, laden with bags of her mistress's most recent purchases... things too delicate for the baggage handlers.

Cal leads, weaving between vehicles and handcarts, hurrying passengers (mostly second class and steerage) and well- wishers. Most of the first class passengers are avoiding the smelly press of the dockside crowd by using an elevated boarding bridge, twenty feet above.

They pass a line of steerage passengers in their coarse wool and tweeds, queued up inside movable barriers like cattle in a chute. A HEALTH OFFICER examines their heads one by one, checking scalp and eyelashes for lice.

They pass a well-dressed young man cranking the handle ofa wooden Biograph "cinematograph" camera mounted on a tripod. NANIEL MARVIN (whose father founded the Biograph Film Studio) is filming his young bride in front of the Titanic. MARY MARVIN stands stiffly and smiles, self conscious.

Mary Marvin, without an acting fiber in her body, does a bad Clara Bow pantomime of awe, hands raised.

Cal is jostled by two yelling steerage boys who shove past him. And he is bumped again a second later by the boys' father.

The Cockney father pushes on, after his kids, shouting.

Cal guides them out of the path of a horse-drawn wagon loaded down with two tons of OXFORD MARMALADE, in wooden cases, for Titanic's Victualling Department.

Rose looks up as the hull of Titanic looms over them...a great iron wall, Bible black and sever. Cal motions her forward, and she enters the gangway to the D Deck doors with a sense of overwhelming dread.

CLOSE ON CAL'S HAND IN SLOW-MOTION as it closes possessively over Rose's arm. He escorts her up the gangway and the black hull of Titanic swallows them.

35 CUT TO a SCREAMING BLAST from the mighty triple steam horns on Titanic's funnels, bellowing their departure warning.

A VIEW OF TITANIC from several blocks away, towering above the terminal buildings like the skyline of a city. The steamer's whistle echoes across Southampton.

PULL BACK, revealing that we were looking through a window, and back further to show the smoky inside of a pub. It is crowded with dockworkers and ship;s crew.

Just inside the window, a poker game is in progress. FOUR MEN, in working class clothes, play a very serious hand.

JACK DAWSON and FABRIZIO DE ROSSI, both about 20, exchange a glance as the other two players argue in Swedish. Jack is American, a lanky drifter with his hair a little long for the standards of the times. He is also unshaven, and his clothes are rumpled from sleeping in them.He is an artist, and has adopted the bohemian style of art scene in Paris. He is also very self-possessed and sure-footed for 20, having lived on his own since 15.

The TWO SWEDES continue their sullen argument, in Swedish.

Jack takes the card and slips it into his hand.

ECU JACK'S EYES. They betray nothing.

CLOSE ON FABRIZIO licking his lips nervously as he refuses a card.

ECU STACK in the middle of the table. Bills and coins from four counrties. This has been going on for a while. Sitting on top of the money are two 3RD CLASS TICKETS for RMS TITANIC.

The Titanic's whistle blows again. Final warning.

Fabrizio puts his cards down. So do the Swedes. Jack holds his close.

He slaps a full house down on the table.

The table explodes into shouting in several languages.Jack rakes in the money and the tickets.

FABRIZIO/JACK

L'AMERICA!!!

Olaf balls up one huge farmer's fist. We think he's going to clobber Jack, but he swings round and punches Sven, who flops backward onto the floor and sits there, looking depressed. Olaf forgets about Jack and Fabrizio, who are dancing around, and goes into a rapid harangue of his stupid cousin.

Jack kisses the tickets, then jumps on Fabrizio's back and rides him around the pub. It's like they won the lottery.

They run for the door.

Jack and Fabrizio, carrying everything they own in the world in the kit bags on their shoulders, sprint toward the pier. They tear through milling crowds next to the terminal. Shouts go up behind them as they jostle slow-moving gentlemen. They dodge piles of luggage, and weave through groups of people. They burst out onto the pier and Jack comes to a dead stop... staring at the cast wall of the ship's hull, towering seven stories above the wharf and over an eighth of a mile long. The Titanic is monstrous.

Fabrizio runs back and grabs Jack, and they sprint toward the third class gangway aft, at E deck.

They reach the bottom of the ramp just as SIXTH OFFICER MOODY detaches it at the top. It starts to swing down from the gangway doors.

Flushed and panting, he waves the tickets.

Moody has QUARTERMASTER ROWE reattach the gangway.Jack and Fabrizio come aboard. Moody glances at the tickets, then passes Jack and Fabrizio through to Rowe.Rowe looks at the names on the tickets to enter them in the passenger list.

He hands the tickets back, eyeing Fabrizio's Mediterranean looks suspiciously.

Jack and Fabrizio whoop with victory as they run down the white-painted corridero... grinning from ear to ear.

The mooring lines, as big around as a man's arm, are dropped into the water. A cheer goes up on the pier as SEVEN TUGS pull the Titanic away from the quay.

JACK AND FABRIZIO burst through a door onto the aft well deck. TRACKING WITH THEM as they run across the deck and up the steel stairs to the poop deck. They get to the rail and Jack starts to yell and wave to the crowd on the dock.

Grinning, Fabrixio joins in, adding his voice to the swell of voices, feeling the exhilaration of the moment.

The crowd of cheering well-wishers waves heartily as a black wall of metal moves past them. Impossibly tiny figues wave back from the ship's rails. Titanic gathers speed.

IN A LONG LENS SHOT the prow of Titanic FILLS FRAME behind the lead tug, which is dwarfed. The bow wave spreads before the mighty plow of the liner's hull as it moves down the River Test toward the English Channel.

Jack and Fabrizio walk down a narrow corridor with doors lining both sides like a college dorm. Total confusion as people argue over luggage in several languages, or wander in confusion in the labyrinth. They pass emigrants studying the signs over the doors, and looking up the words in phrase books.

They find their berth. It is a modest cubicle, painted enamel white, with four bunks. Exposed pipes overhead. The other two guys are already there. OLAUS and BJORN GUNDERSEN.

Jack throws his kit on one open bunk, while Fabrizio takes the other.

By contrast, the so-called "Millionaire Suite" is in the Empire style, and comprises two bedrooms, a bath, WC, wardrobe room, and a large sitting room.In addition there is a private 50 foot promenade deck outside.

A room service waiter pours champagne into a tulip glass of orange juice and hands the Bucks Fizz to Rose. She is looking through her new paintings. There is a Monet of water lilies, a Degas of dancers, and a few abstract works. They are all unknown paintings... lost works.

Cal is out on the covered deck, which has potted trees and vines on trellises, talking through the doorway to Rose in the sitting room.

A porter wheels Cal's private safe (which we recognize) into the room on a handtruck.

47 IN THE BEDROOM Rose enters with the large Degas of the dancers. She sets it on the dresser, near the canopy bed. Trudy is already in there, hanging up some of Rose's clothes.

Cal appears in the doorway of the bedroom.

She edges around Cal and makes a quick exit. Cal comes up behind Rose and puts his hands on her shoulders.An act of possession, not intimacy.

Rose's expression shows how bleak a prospect this is for her, now.

Titanic stands silhouetted against a purple post-sunset sky. She is lit up like a floating palace, and her thousand portholes reflect in the calm harbor waters.The 150 foot tender Nomadic lies-to alongside, looking like a rowboat.

The lights of a Cherbourg harbor complete the postcard image.

Entering the first class reception room from the tenderare a number of prominent passengers. A BROAD-SHOULDERED WOMAN in an enormous feathered hat comes up the gangway, carrying a suitcase in each hand, a spindly porter running to catch up with her to take the bags.

At 45, MOLLY BROWN is a tough talking straightshooter who dresses in the finery of her genteel peers but will never be one of them.

The ship glows with the warm creamy light of late afternoon. Jack and Fabrizio stand right at the bow gripping the curving railing so familiar from images of the wreck. Jack leans over, looking down fifty feet to where the prow cuts the surface like a knife, sending up two glassy sheets of water.

ON THE BRIDGE, CAPTAIN SMITH turns from the binnacle to

FIRST OFFICER WILLIAM MURDOCH.

Murdoch moves the engine telegraph lever to ALL AHEAD FULL.

53 NOW BEGINS a kind of musical/visual setpiece... an ode to the great ship. The music is rhythmic, surging forward, with a soaring melody that addresses the majesty and optimism of the ship of dreams.

IN THE ENGINE ROOM the telegraph clangs and moves to "All Ahead Full".

CHIEF ENGINEER BELL

All ahead full!

On the catwalk THOMAS ANDREWS, the shipbuilder, watches carefully as the engineers and greasers scramble to adjust valves. Towering above them are the twin RECIPROCATING engines, four stories tall, their ten-foot-long connecting rods surging up and down with the turning of the massive crankshafts. The engines thunder like the footfalls of marching giants.

54 IN THE BOILER ROOMS the STOKERS chant a song as they hurl coal into the roaring furnaces. The "black gang" are covered with sweat and coal dust, their muscles working like part of the machinery as they toil in the hellish glow.

55 UNDERWATER the enormous bronze screws chop through the water, hurling the steamer forward and churning up a vortex of foam that lingers for miles behind the juggernaut ship. Smoke pours from the funnels as--

56 The riven water flares higher at the bow as the ship's speeds builds. THE CAMERA SWEEPS UP the prow to find Jack, the wind streaming through his hair and--

57 Captain Smith steps out of the enclosed bridge onto the wing. He stands with his hands on the rail, looking every bit the storybook picture of a Captain... a great patriarch of the sea.

FIRST OFFICER MURDOCH

Twenty one knots, sir!

Smith accepts a cup of tea from FIFTH OFFICER LOWE. He contentedly watches the white V of water hurled outward from the bows like an expression of his own personal power.They are invulnerable, towering over the sea.

58 AT THE BOW Jack and Fabrizio lean far over, looking down.

In the glassy bow-wave two dolphins appear, under the water, running fast just in front of the steel blade of the prow. They do it for the sheer joy and exultation of motion.Jack watches the dolphins and grins. They breach, jumping clear of the water and then dive back, crisscrossing in front of the bow, dancing ahead of the juggernaut.

FABRIZIO looks forward across the Atlantic, staring into the sunsparkles.

THE CAMERA ARCS around them, until they are framed against the sea.

NOW WE PULL BACK, across the forecastle deck.Rising, as we continue back, and the ships rolls endlessly forward underneath. Over the bridge wing, along the boat deck until her funnels come INTO FRAME besides us and march past like the pillars of heaven, one by one. We pull back and up, until we are looking down the funnels, and the people strolling on the decks and standing at the rail become antlike.

And still we pull back until the great lady is seen whole in a gorgeous aerial portrait, black and severe in her majesty.

CLOSE ON J. BRUCE ISMAY, Managing Director of White Star Line.

He indicates a handsome 39 year old Irish gentlemen to his right, THOMAS ANDREWS, of Harland and Wolf Shipbuilders.

WIDER, showing the group assembled for lunch the next day. Ismay seated with Cal, Rose, Ruth, Molly Brown and Thomas Andrews in the Palm Court, a beautiful sunny spot enclosed by high arched windows.

The waiter arrives to take orders. Rose lights a cigarette.

Cal takes the cigarette from her and stubs it out.

Molly is watching the dynamic between Rose, Cal and Ruth.

Andrews chockes on his breadstick, suppressing laughter.

She stalks away.

Jack sits on a bench in the sun. Titanic's wake spreads out behind him to the horizon.

He has his knees pulled up, supporting a leather bound sketching pad, his only valuable possession. With conte crayon he draws rapidly, using sure strokes. An emigrant from Manchester named CARTMELL has his 3year old daughter CORA standing on the lower rung of the rail. She is leaned back against his beer barrel of a stomach, watching the seagulls.

THE SKETCH captures them perfectly, with a great sense of the humanity of the moment. Jack is good. Really good. Fabrizio looks over Jack's shoulder. He nods appreciatively.

TOMMY RYAN, a scowling young Irish emigrant, watches as a crewmember comes by, walking three small dogs around the deck. One of them, a BLACK FRENCH BULLDOG, is among the ugliest creatures on the planet.

Jack looks up from his sketch.

Jack glances across the well deck. At the aft railing of B deck promenade stands ROSE, in a long yellow dress and white gloves.

CLOSE ON JACK, unable to take his eyes off of her.They are across from each other, about 60 feet apart, with the well deck like a valley between them. She on her promontory, he on his much lower one. She stares down at the water.

He watches her unpin her elaborate hat and take it off.She looks at the frilly absurd thing, then tosses it over the rail. It sails far down to the water and is carried away, astern. A spot of yellow in the vast ocean. He is riveted by her. She looks like a figure in a romantic novel, sad and isolated.

Fabrizio taps Tommy and they both look at Jack gazin at Rose. Fabrizio and Tommy grin at each other.

Rose turns suddenly and looks right at Jack. He is caught staring, but he doesn't look away. She does, but then looks back. Their eyes meet across the space of the well deck, across the gulf between worlds.

Jack sees a man (Cal) come up behind her and take her arm. She jerks her arm away. They argue in pantomime. She storms away, and he goes after her, disappearing along the A- deck promenade. Jack stares after her.

SLOWLY PUSHING IN ON ROSE as she sits, flanked by peoplein heated conversation. Cal and Ruth are laughing together, while on the other side LADY DUFF-GORDON is holding forth animatedly. We don't hear what they are saying. Rose is staring at her plate, barely listening to the inconsequential babble around her.

ANGLE BENEATH TABLE showing Rose's hand, holding a tiny fork from her crab salad. She pokes the crab-fork into the skin of her arm, harder and harder until it draws blood.

Rose walks along the corridor. A steward coming the other way greets her, and she nods with a slight smile. She is perfectly composed.

She enters the room. Stands in the middle, staring at her reflection in the large vanity mirror. Just stands there, then--

With a primal, anguished cry she claws at her throat, ripping off her pearl necklace, which explodes across the room. In a frenzy she tears at herself, her clothes, her hair... then attacks the room. She flings everything off the dresser and it flies clattering against the wall. She hurls a handmirror against the vanity, cracking it.

Rose runs along the B deck promenade. She is dishevelled, her hair flying. She is crying, her cheeks streaked with tears. But also angry, furious! Shaking with emotions she doesn't understand... hatred, self-hatred, desperation. A strolling couple watch her pass. Shocked at the emotional display in public.

Jack is kicked back on one of the benches gazing at the stars blazing gloriously overhead. Thinking artist thoughts and smoking a cigarette.

Hearing something, he turns as Rose runs up the stairsfrom the well deck. They are the only two on the stern deck, except for QUARTERMASTER ROWE, twenty feet above them on the docking bridge catwalk. She doesn't see Jack in the shadows, and runs right past him.

TRACKING WITH ROSE as she runs across the deserted fantail. Her breath hitches in an occasional sob, which she suppresses. Rose slams against the base of the stern flagpole and clings there, panting. She stares out at the black water.

Then starts to climb over the railing.She has to hitch her long dress way up, and climbing is clumsy. Moving methodically she turns her body and gets her heels on the white-painted gunwale, her back to the railing,facing out toward blackness. 60 feet below her, the massive propellers are churning the atlantin into white foam, and a ghostly wake trails off toward the horizon.

IN A LOW ANGLE, we see Rose standing like a figurehead in reverse. Below her are the huge letters of the name "TITANIC".

She leans out, her arms straightening... looking down hypnotized, into the vortex below her.Her dress and hair are lifted by the wind of the ship's movement.

The only sound, above the rush of water below, is the flutter and snap of the big Union Jack right above her.

She whips her head around at the sound of his voice. It takes a second for her eyes to focus.

Jack sees the tear tracks on her cheeks in the faint glow from the stern running lights.

Rose is confused now. She can't see him very well through the tears, so she wipes them with one hand, almost losing her balance.

He takes off his jacket.

He starts unlacing his left shoe.

She looks down. The reality factor of what she is doing is sinking in.

He starts unlacing his right shoe.

He slides one step closer, like moving up on a spooked horse.

Rose stares at this madman for a long time. She looks at his eyes and they somehow suddenly seem to fill her universe.

She unfastens one hand from the rail and reaches it around toward him. He reaches out to take it, firmly.

Rose starts to turn. Now that she has decided to live, the height is terrifying. She is overcome by vertigo as she shifts her footing, turning to face the ship.As she starts to climb, her dress gets in the way, and one foot slips off the edge of the deck.

She plunges, letting out a piercing SHRIEK. Jack, gripping her hand, is jerked toward the rail. Rose barely grabs a lower rail with her free hand.

QUARTERMASTER ROWE, up on the docking bridge hears the scream and heads for the ladder.

Jack holds her hand with all his strength, bracing himself on the railing with his other hand. Rose tries to get some kind of foothold on the smooth hull. Jack tries to lift her bodily over the railing. She can't get any footing in her dress and evening shoes, and she slips back. Rose SCREAMS again.

Jack, awkwardly clutching Rose by whatever he can get a grip on as she flails, gets her over the railing. They fall together onto the deck in a tangled heap, spinning in such a way that Jack winds up slightly on top of her.

Rowe slides down the ladder from the docking bridge like it's a fire drill and sprints across the fantail.

Rowe runs up and pulls Jack off of Rose, revealing her dishevelled and sobbing on the deck. Her dress is torn, and the hem is pushing up above her knees, showing one ripped stocking. He looks at Jack, the shaggy steerage man with his jacket off, and the first class lady clearly in distress, and starts drawing conclusions. Two seamen chug across the deck to join them.

A few minutes later. Jack is being detained by the burly MASTER AT ARMS, the closest thing to a cop on board.He is handcuffing Jack. Cal is right in front of Jack, and furious. He has obviously just rushed out here with Lovejoy and another man, and none of them have coats over their black tie evening dress. The other man is COLONEL ARCHIBALD GRACIE, a mustachioed blowhard who still has his brandy snifter. He offers it to Rose, who is hunched over crying on a bench nearby, but she waves it away. Cal is more concerned with Jack. He grabs him by the lapels.

Rose looks at Jack, getting eye contact.

Rose is begging him with her eyes not to say what really happened.

He looks at Rose a moment longer. Now they have a secret together.

Jack is uncuffed. Cal gets Rose to her feet and moving.

Cal is leaving without a second thought for Jack.

Cal turns back to Jack. He appraises him condescendingly... a steerage ruffian, unwashed and ill-mannered.

Cal turns to go, putting a protective arm around Rose. he leans close to Gracie as they walk away.

Lovejoy smoothly draws a silver cigarette case from his jacket and snaps it open. Jack takes a cigarette, then another, popping it behind his ear for later. Lovejoy lights Jack's cigarette.

Lovejoy's expression is bland, but the eyes are cold. He turns away to join his group.

As she undresses for bed Rose sees Cal standing in her doorway, reflected in the cracked mirror of her vanity. He comes toward her.

From behind his back he hands her a large black velvet jewel case. She takes it, numbly.

Rose slowly opens the box. Inside is the necklace... "HEART OF THE OCEAN" in all its glory. It is huge... a malevolent blue stone glittering with an infinity of scalpel-like inner reflections.

He takes the necklace and during the following places it around her throat. He turns her to the mirror, staring behind her.

He gazes at the image of the two of them in the mirror.

His fingers caress her neck and throat.He seems himself to be disarmed by Rose's elegance and beauty. His emotion is, for the first time, unguarded.

CAMERA begins to TRACK IN ON ROSE. Closer and closer, during the following:

Finally, when Rose's eyes FILL FRAM, we MORPH SLOWLY toher eyes as the are now... transforming through 84 years of life...

TRANSITION

Without a cut the wrinkled, weathered landscape of age has appeared around her eyes. But the eyes themselves are the same.

THE CAMERA PUllS BACK to show her whole face.

But Rose laughs with Bodine.

Lovett, standing out of Rose's sightline, checks hiswatch. Hours have passed. This process is taking too long.

Lizzy picks up the cue and starts to wheel her out.

Lizzy takes her out. Rose's old hand reapears at the doorway in a frail wave goodbye.

As the big hydraulic jib swings one of the Mir subs out over the water. Lovett walks as he talks with Bobby Buell, the partners' rep. They weave among deck cranes, launch crew, sub maintenance guys.

Brock turns and sees Lizy standing behind him. She has overheard the past part of his dialogue with Buell.He goes to her and hustles her away from Buell, toward a quite spot on the deck.

She looks at his hand, palm up. Empty. Cupped, as if around an imaginary shape.

Bodine starts the tape recorder. Rose is gazing at the screen seeing THE LIVE FEED FROM THE WRECK--SNOOP DOG is moving along the starboard side of the hull, heading aft. The rectangular windows of A deck (forward) march past on the right.

MATCH DISSOLVE from the rusting hulk to the gleaming new Titanic in 1912, passing the end of the enclosed promenade just as Rose walks into the sunlight right in front of us. She is stunningly dressed and walking with purpose.

IT IS SATURDAY APRIL 13, 1912. Rose unlatches the gate to go down into third class. The steerage men on the deck stop what they're doing and stare at her.

The social center of steerage life. It is stark by comparison to the opulence of first class, but is a loud, boisterous place. There are mothers with babies, kids running between the benches yelling in several languages and being scolded in several more. There are old women yelling, men playing chess, girls doing needlepoint and reading dime novels. There is even an upright piano and Tommy Ryan is noodling around it.

Three boys, shrieking and shouting, are scrambling around chasing a rat under the benches, trying to whomp itwith a shoe and causing general havoc. Jack is playing with 5 year old CORA CARTMeLL, drawing funny faces together in his sketchbook.

Fabrizio is struggling to get a conversation goingwith an attractive Norwegian girl, HELGA DAHL, sitting with her family at a table across the room.

Helga's eye is caught by something. Fabrizio looks, does a take... and Jack, curious, follows their gaze to see...

Rose, coming toward them. The activity in the room stops... a hush falls. Rose feels suddenly self-conscious as the steerage passengers stare openly at this princess, some with resentment, others with awe. She spots Jack and gives a little smile, walking straight to him. He rises to meet her, smiling.

Fabrizio and Tommy are floored. Its like the slipper fitting Cinderella.

He motions her ahead and follows. Jack glances over his shoulder, one eyebrow raised, as he walks out with her leaving a stunned silence.

Jack and Rose walk side by side. They pass people reading and talking in steamer chairs, some of whom glance curiously at the mismatched couple. He feels out of place in his rough clothes. They are both awkward, for different reasons.

There is an awkward pause.

She shows him her engagement ring. A sizable diamond.

They laugh together. A passing steward scowls at Jack, who is clearly not a first class passenger, but Rose just glares at him away.

Looking for another topic, any other topic, she indicates his sketchbook.

The question is rhetorical because she has already grabbed the book. She sits on a deck chair and opens the sketchbook. ON JACK'S sketches... each one an expressive little bit of humanity: an old woman's hands, a sleeping man, a father and daughter at the rail. The faces are luminous and alive. His book is a celebration of the human condition.

Some loose sketches fall out and are taken by the wind. Jack scrambles after them... catching two, but the restare gone, over the rail.

He snaps his wrist, shaking his drawing hand in a flourish.

For emphasis he throws away the two he caught. They sail off.

She goes back to the book, turning a page.

She has come upon a series of nudes. Rose is transfixed by the languid beauty he has created. His nudes are soulful, real, with expressive hands and eyes. They feel more like portraits than studies of the human form... almost uncomfortably intimate. Rose blushes, raising the book as some strollers go by.

She studies one drawing in particular, the girl posed half in sunlight, half in shadow. Her hands lie at her chin, one furled and one open like a flower, languid and graceful. The drawing is like an Alfred Steiglitz print of Georgia O'Keefe.

There it is. That piercing gaze again.

Ruth is having tea with NOEL LUCY MARTHA DYER-EDWARDES,the COUNTESS OF ROTHES, a 35ish English blue-blood with patirician features. Ruth sees someone coming across the room and lowers her voice.

Molly Brown walks up, greeting them cheerfully as they are rising.

Ruth grits her teeth as the three of them head for the Grand Staircase to go up. TRACKING WITH THEM, as they cross the room, the SHOT HANDS OFF to Bruce Ismay and Captain Smith at another table.

A beat. Then Smith nods, stiffy.

Rose and Jack stroll aft, past people lounging on deck chairs in the slanting late-afternoon light. Stewards scurry to serve tea or hot cocoa.

She leaps forward, lands deftly and whirls like a dervish. Then she sees something ahead and her face lights up.

She takes his hand and runs, pulling him along the deck toward--

DANIEL AND MARY MARVIN. Daniel is cranking the big wooden movie camera as she poses stiffly at the rail.

SUDDENLY Rose shoots into the shot and strikes a theatrical pose at the rail next to Mary. Mary bursts out laughing. Rose pulls Jack into the picture and makes him pose.

Marvin grins and starts yelling and gesturing.We see this in CUTS, with music and no dialogue.

SERIES OF CUTS:

Rose posing tragically at the rail, the back of her handto her forehead.

Jack on a deck chair, pretending to be a Pasha, the two girls pantomiming fanning him like slave girls.

Jack, on his knees, pleading with his hands clasped while Rose, standing, turns her head in bored disdain.

Rose cranking the camera, while Daniel and Jack have a western shoot-out. Jack wins and leers into the lens, twirling an air mustache like Snidely Whiplash.

Painted with orange light, Jack and Rose lean on theA-deck rail aft, shoulder to shoulder. The ship's lights come on.

It is a magical moment... perfect.

He spits. It arcs out over the water.

Rose screws up her mouth and spits. A pathetic little bit of foamy spittle which mostly runs down her chin before falling off into the water.

She goes through the steps. Hawks it down, etc. He coaches her through it (ad lib) while doing the steps himself. She lets fly. So does he. Two comets of gob fly out over the water.

Rose turns to him, her face alight. Suddenly she blanches. He sees her expression and turns.

RUTH, the Countess of Rothes, and Molly Brown have been watching them hawking lugees. Rose becomes instantly composed.

Jack has a little spit running down his chin. He doesn't know it. Molly Brown is grinning. As Rose proceeds with the introductions, we hear...

They all jump as a BUGLER sounds the meal call right behind them.

The Countess exits with Ruth and Rose, leaving Jack and Molly alone on deck.

Jack looks down at his clothes. Back up at her. He hadn't thought about that.

Men's suits and jackets and formal wear are strewn allover the place. Molly is having a fine time. Jack is dressed, except for his jacket, and Molly is tying his bow tie.

She picks up a jacket off the bed and hands it to him.Jack goes into the bathroom to put it on. Molly starts picking up the stuff off the bed.

She turns and sees him, though we don't.

A purple sky, shot with orange, in the west. Drifting strains of classic music. We TRACK WITH JACK along the deck. By Edwardian standards he looks badass. Dashing in his borrowed white-tie outfit, right down to his pearl studs.

A steward bows and smartly opens the door to the First Class Entrance.

Jack plays the role smoothly. Nods with just the right degree of disdain.

Jack steps in and his breath is taken away by the splendor spread out before him. Overhead is the enormous glass dome, with a crystal chandelier at its center.Sweeping down six stories is the First Class Grand Staircase, the epitome of the opulent naval architecture of the time.

And the people: the women in their floor length dresses, elaborate hairstyles and abundant jewelry... the gentlemen in evening dress, standing with one hand at the small of the back, talking quietly.

Jack descends to A deck. Several men nod a perfunctory greeting. He nods back, keeping it simple. He feels like a spy.

Cal comes down the stairs, with Ruth on his arm, coveredin jewelry. They both walk right past Jack, neither one gecognizeing him. Cal nods at him, one gent to another. But Jack barely has time to be amused. Because just behind Cal and Ruth on the stairs is Rose, a vision in red and black, her low-cut dress showing off her neck and shoulders, her arms seathed in white gloves that come well above above the elbow. Jack is hypnotized by her beauty.

CLOSE ON ROSE as she approaches Jack. He imitates the gentlemen's stance, hand behind his back. She extends her gloved hand and he takes it, kissing the back of her fingers. Rose flushes, beaming noticeably. She can't take her eyes off him.

CUT TO THE RECEPTION ROOM ON D DECK, as the party descends to dinner. They encounter Molly Brown, looking good in a beaded dress, in her own busty broad-shouldered way. Molly grins when she sees Jack. As they are going into the dining saloon she walks next to him, speaking low:

As they enter the swirling throng, Rose leans close to him, pointing out several notables.

Cal becomes engrossed in a conversations with Cosmo Duff- Gordon and Colonel Gracie, while Ruth, the Countess and Lucille discuss fashion. Rose picots Jack smoothly, to show him another couple, dressed impeccably.

Cal, meanwhile, is accepting the praise of his male counterparts, who are looking at Rose like a prize show horse.

Ruth steps over, hearing the last. She takes Cal's arm, somewhat coquettishly.

The entourage strolls toward the dining saloon, where they run into the Astor's going through the ornate double doors.

J.J. nods as if he's heard of them, then looks puzzled. Madeleine Astor appraises Jack and whispers girlishly to Rose:

Like a ballroom at the palace, alive and lit by a constellation of chandeliers, full of elegantly dressed people and beautiful music from BANDLEADER WALLACE HARTLEY'S small orchestra. As Rose and Jack enter and move across the room to their table, Cal and Ruth beside them, we hear...

CLOSE ON RUTH.

WIDER: THE TABLE. Jack is seated opposite Rose, who is flanked by Cal and Thomas Andrews. Also at the table are Molly Brown, Ismay, Colonel Gracie, the Countess, Guggenheim, Madame Aubert, and the Astors.

Rose motions surreptitiously for Jack to take his napkin off his plate.

We see whispers exchanged. Jack becomesthe subject of furtive glances. Now they're all feeling terribly liberal and dangerous.

He looks at Rose, pokerfaced, and she smiles.

Salad is served. Jack reaches for the fish fork. Rose gives him a look and picks up the salad fork, promptinghim with her eyes. He changes forks.

Molly Brown raises her glass in a salute.

Rose raises her glass, looking at Jack.

Ruth, annoyed that Jack has scored a point, presses him further.

CONTINUED: (2)

Rose notices that Thomas Andrews, sitting next to her, is writing in his notebook, completely ignoring the conversation.

Andrews smiles sheepishly.

We see that Andrews has come under Rose's spell.

CONTINUED: (3)

83 TIME TRANSITION: Dessert has been served and a waiter arrives with cigars in a humidor on a wheeled cart.The men start clipping ends and lighting.

Actually he does, but...

Cal and te other gentlemen exit.

He leans over to take her hand.

INSERT: We see him slip a tiny folded not into her palm.

Ruth, scowling, watches him walk away across the enormous room. Rose surreptitiously opens the note below table level. It reads: "Make it count. Meet me at the clock".

Rose crosses the A-Deck foyer, sighting Jack at the landing above. Overhead is the crystal dome. Jack has his back to her, studying the ornate clock with its carved figures of Honor and Glory. It softly strikes the hour.

MOVING WITH ROSE as she goes up the sweeping staircase toward him. He turns, sees her... smiles.

Crow led and alive with music, laughter and raucous carrying on. An ad hoc band is gathered near the upright piano, honking out lively stomping music on fiddle, accoridon and tambourine. People of all ages are dancing, drinking beer and wine, smoking, laughing, even brawling.

Tommy hands Rose a pint of stout and she hoists it. Jack meanwhile dances with 5 year old Cora Cartmell, or tries to, with her standing on his feet. As the tune ends, Rose leans down to the little girl.

Cora scampers off. Rose and Jack face each other. She is trembling as he takes her right hand in his left.His other hand slides to the small of her back.It is an electrifying moment.

The music starts and they are off. A little awkward at first, she starts to get into it. She grins at Jack as she starts to get the rhythm of the steops.

She bends down, pulling off her high heeled shoes, and flings them to Tommy. Then she grabs Jack and they plunge back into the fray, dancing faster as the music speeds up.

The scene is rowdy and rollicking. A table gets knocked over as a drunk crashes into it. And in the middle of it... Rose dancing with Jack in her stocking feet.The steps are fast and she shines with sweat. A space opens around them, and people watch them, clapping as the band plays faster and faster.

FABRIZIO AND HELGA. Dancing has obviated the need for a common language. He whirls her, then she responds by whirling him... Fabrizio's eyes go wide when he realizes she's stronger than he is.

The tune ends in a mad rush. Jack steps away from Rose with a flourish, allowing her to take a bow. Exhilarated and slightly tipsy, she does a graceful ballet ployer, feet turned out perfectly. Everyone laughs and applauds. Rose is a hit with the steerage folks, who've never had a lady party with them.

They move to a table, flushed and sweaty. Rose grabs Fabrizio's cigarette and takes a big drag. She's feeling cocky. Fabrizio is grinning, holding hands with Helga.

Tommy walks up with a pint for each of them. Rose chugs hers, showing off.

Everybody else is dancing again, and Bjorn Gundersen crashes into Tommy, who sloshes his beer over Rose's dress. She laughs, not caring. But Tommy lunges, grabbing Bjorn and wheeling him around.

Bjorn comes around, his fists coming up... and Jack leaps into the middle of it, pushing them apart.

Tommy stands there, all piss and vinegar, chest puffed up. Then he grins and claps Bjorn on the shoulder.

In her stocking feet she assumes a ballet stance, arms raised, and goes up on point, taking her entire weight on the tips of her toes. The guys gape at her incredible muscle control. She comes back down, then her face screws up in pain. She grabs one foot, hopping around.

Jack catches her as she loses her balance, and everyone cracks up.

THE DOOR to the well deck is open a few inches as Lovejoy watches through the gap. He sees Jack holding Rose, both of them laughing.

LOVEJOY closes the door.

The stars blaze overhead, so bright and clear you can see the Milky Way. Rose and Jack walk along the row of lifeboats. Still giddy from the party, they are singing a popular song "Come Josephine in My Flying Machine".

JACK/ROSE Come Josephine in my flying machine And it's up she goes! Up she goes! In the air she goes. Where? There she goes!

They fumble the words and break down laughing. They have reached the First Class Entrance, but don't go straightin, not wanting the evening to end. Through the doors the sound of the ship's orchestra wafts gently. Rose grabs a davit and leans back, staring at the cosmos.

She goes to the rail and leans on it.

He leans at the rail next to her, his hand just touching hers. It is the slightest contact imaginable, and all either one of them can feel is that square inch of skin where their hands are touching.

Jack looks at her, and finds that they are suddenly very close together. It would be so easy to move another couple of inches, to kiss her. Rose seems to be thinking the same thing.

After a beat, Rose pulls back.

She leaves the rail and hurries through the First Class Entrance.

But the door bangs shut, and she is gone. Back to her world.

SUNDAY APRIL 14, 1912. A bright clear day. Sunlight splashing across the promenade. Rose and Cal are having breakfast in silence. The tension is palpable. Trudy Bolt, in her maid's uniform, pours the coffee and goes inside.

Cal explodes, sweeping the breakfast china off the table with a crash. He moves to her in one shocking moment, glowering over her and gripping the sides of her chair, so she is trapped between his arms.

Rose shrinks into the chair. She sees Trudy, frozen, partway through the door bringing the orange juice. Cal follows Rose's glance and straightens up. He stalks past the maid, entering the stateroom.

Rose is dressed for the day, and is in the middle of helping Ruth with her corset. The tight bindings do not inhibit Ruth's fury at all.

Rose has her knee at the base of her mother's back and is pulling the corset strings with both hands.

Ruth pulls away from her, and crosses to the door, locking it. CLACK!

Rose turns her around and grabs the corset strings again. Ruth sucks in her waist and Rose pulls.

Rose turns to her, and we see what Rose sees-- the naked fear in her mother's eyes.

Rose pulls the corset tighter.

At the divine service, Captain Smith is leading a group in the hymn "Almighty Father Strong To Save." Rose and Ruth sing in the middle of the group.

Lovejoy stands well back, keeping an eye on Rose. He notices a commotion at the entry doors.

Jack has been halted there by two stewards. He is dressed in his third class clothes, and stands there, hat in hand, looking out of place.

He holds out two twenty dollar bills, which Jack refuses to take.

Jack spots Rose but she doesn't see him.

END ON ROSE, not seeing Jack hustled out.

An Edwardian nautilus room. There are machines we recognize, and some don't. A woman pedals a stationary bicycle in a long dress, looking rediculous.Thomas Andrews is leading a small tour group, including Rose, Ruth and Cal. Cal is wroking the oars of a stationary rowing machine with a well trained stroke.

T.W. McCAULEY, the gym instructor, is a bouncy little man in white flannels, eager to show off his modern equipment, like his present-day counterpart on an "Abflex" infomercial. He hits a switch and a machine with a saddle on it starts to undulate. Rose puts her hand on it, curious.

Jack, walking with determination, is followed closely by Tommy and Fabrizio. He quickly climbs the steps to B-Deck and steps over the gate separating 3rd from 2nd class.

Jack moves furtively to the wall below the A-Deck promenade, aft.

Tommy shakes his head resignedly and puts his hands together, crouching down. Jack steps into Tommy's hands and gets boosted up to the next deck, where he scrambles nimbly over the railing, onto the First Class deck.

A man is playing with his son, who is spinning a top with a string. The man's overcoat and hat are sitting on a deck chair nearby. Jack emerges from behind one of the huge deck cranes and calmly picks up the coat and bowler hat. He walks away, slipping into the coat, and slicks his hair back with spit. Then puts the hat on at a jaunty angle. At a distance he could pass for a gentlemen.

HAROLD BRIDE, the 21 year old Junior Wireless Operator, hustles in and skirts around Andrews' tour group tohand a Marconigram to Captain Smith.

Smith glances at the message then nonchalantly puts it in his pocket. He nods reassuringly to Rose and the group.

Andrews scowls slightly before motioning the group toward the door. They exit just as SECOND OFFICER CHARLES HERBERT LIGHTOLLER comes out of the chartroom, stopping next to First Officer Murdoch.

FIRST OFFICER MURDOCH

Haven't seen them since Southampton.

Andrews leads the group back from the bridge along theboat deck.

As they are passing Boat 7, a gentlemen turns from the rail and walks up behind the group. It is Jack.

He taps Rose on the arm and she turns, gasping. He motions and she cuts away from the group toward a door which Jack holds open. They duck into the--

Jack closes the door behind her, and glances out through the ripple-glass window to the starboard rail, where the gym instructor is chatting up the woman who was riding the bike. Rose and Jack are alone in the room.

He takes her by the shoulders.

-

Rose feels the tears coming to her eyes. Jack is so open and real... not like anyone she has ever known.

The most elegant room on the ship, done in Louis Quinze Versaille style. Rose sits on a divan, with a group of other women arrayed around her. Ruth, the Countess Rothes and Lady Duff-Gordon are taking tea. Rose is silent and still as a porcelain figurine as the conversation washes around her.

TRACKING SLOWLY IN on Rose as Ruth goes on.

REVERSE, ROSE'S POV: A tabeau of MOTHER and DAUGHTER having tea. The four year old girl, wearing white gloves, daintily picking up a cookie. The mother correcting her on her posture, and the way she holds the teacup.The little girl is trying so hard to please, her expression serious. A glimpse of Rose at that age, and we see the relentless conditioning... the pain to becoming an Edwardian geisha.

ON ROSE. She calmly and deliberately turns her teacup over, spilling tea all over her dress.

TITANIC STEAMS TOWARD US, in the dusk light, as if lit by the embers of a giant fire. As the ship looms, FILLING FRAME, we push in on the bow. Jack is there, right at the apex of the bow railing, his favorite spot. He closes his eyes, letting the chill wind clear his head.

Jack hears her voice, behind him...

He turns and she is standing there.

He smiles at her, his eyes drinking her in. Her cheeks are red with the chill wind, and her eyes sparkle. Her hair blows wildly about her face.

He puts his hands on her waist. As if he is going to kiss her.

She does, and he turns her to face forward, the way the ship is going. He presses her gently to the rail, standing right behind her. Then he takes her two hands and raises them until she is standing with her arms outstetched on each side. Rose is going along with him. When he lowers his hands, her arms stay up... like wings.

Rose gasps. There is nothing in her field of vision but water. It's like there is no ship under them at all, just the two of them soaring. The Atlantic unrolls toward her, a hammered copper shield under a dusk sky.There is only the wind, and the hiss of the water 50 feel below.

She leans forward, arching her back. He puts his hands on her waist to steady her.

Rose cleses her eyes, feeling herself floating weightless far above the sea. She smiles dreamily, then leans back, gently pressing her back against his chest. He pushes forward slightly against her.

Slowly he raises his hands, arms outstretched, and they meet hers... fingertips gently touching. Then their fingers intertwine. Moving slowly, their fingers caress through and around each other like the bodies of two lovers.

Jack tips his face forward into her blowing hair, letting the scent of her wash over him, until his cheek is agianst her ear.

Rose turns her head until her lips are near his.She lowers her arms, turning further, until she finds his mouth with hers. He wraps his arms around her from behind, and they kiss like this with her head turned and tilted back, surrendering to him, to the emotion, to the inevitable. They kiss, slowly and tremulously, and then with building passion.

Jack and the ship seem to merge into one force of powerand optimism, lifting her, buoying her forward on a magical journey, soaring onward into a night without fear.

100 IN THE CROW'S NEST, high above and behind them, lookout FREDERICK FLEET nudges his mate, REGINALD LEE, pointing down at the figures in the bow.

101 JACK AND ROSE, embracing at the bow rail, DISSOLVE SLOWLY AWAY, leaving the ruined bow of the WRECK--

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.

Brock Lovett changes the tape in the minicassette recorder.

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:

... 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.

He crouches next to the paintings stacked against the wall.

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

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 gazes at wealth beyond his comprehension.

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.

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).

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

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

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:

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

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

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

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

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!

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.

TITANIC glides across an unnatural sea, blakc and calm asa 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.

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.

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

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.

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.

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.

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.

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

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 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.

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.

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

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

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.

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.

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.

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

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

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.

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

Cursing, Phillips furiously keys a rebuke.

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.

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.

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--

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.

He lays his cheek against her chest.

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

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.

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.

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.

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.

REVERSE: the back seat is empty.

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.

Jack pulls her to him and kisses her fiercely.

130 IN THE CROW'S NEST Fleet nudges Lee.

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 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.

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

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.

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.

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.

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.

Judging the berg to be amidships, he is trying to clearthe 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.

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 looksup 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.

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

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

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.

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

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

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.

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

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.

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

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.

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

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

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.

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.

He is stopped in his tracks by Cal and Lovejoy.

C.U. CAPTAIN SMITH studying the commutator.

He turns to Andrews, standing behind him.

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

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

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

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.

They scramble up the escape ladders.

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

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

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.

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

Jack follows Rose through the door inside the ship.

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

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

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.

The Master at Arms steps up to Jack.

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

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

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

He starts to handcuff Jack.

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

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

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.

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

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.

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.

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

Smith looks like he has been gutpunched.

Ismay reels as his dream turns into his worst nightmare.

A long beat. Smith turns to his employer.

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.

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.

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

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

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

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

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

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...

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.

ON PHILLIPS, looking shocked.

Smith hurries out.

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.

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

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

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.

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

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.

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

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

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

Lovejoy and the Master at Arms are handcuffing Jack to a4" WATER PIPE as a crewman rushes in anxiously and almost blurts to the Master at Arms--

Lovejoy pulls a pearl handled Colt .45 automatic fromunder 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.

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

The enormity of it hits Smith like a sledgehammer blow.

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

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...

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

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.

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.

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.

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.

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

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.

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

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.

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.

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

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.

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.

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

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

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

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.

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.

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.

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

Rose steps back, shaking her head.

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.

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.

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.

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...

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.

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.

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.

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.

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

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.

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

Rose runs up to him, breathless.

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

Without thinking she grabs him and shoves him back intothe lift.

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

Molly and the two seamen are rowing, and they've madeit 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.

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.

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.

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

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

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.

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.

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

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

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.

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.

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

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

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

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

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.

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...

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.

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.

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 backthe 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 Jackis 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.

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

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.

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

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

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 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.

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

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.

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.

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.

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.

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

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.

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.

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

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

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.

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

ISADOR STRAUSS.

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

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 thewell 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!

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

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

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.

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.

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

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.

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

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

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

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 inSerbo- 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.

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

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.

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:

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

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 forthe foremast.

Another rocket goes off, lighting up theentire 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.

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.

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

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

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.

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.

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 torush the boat. Several men break ranks and rush forward.

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

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

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.

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

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--

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

BLAM! BLAM!

The shots echo away.

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.

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

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

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.

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, 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.

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

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.

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 windowsof B deck staterooms. They can hear the roar of water cascading into the ship.

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

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.

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.

Jack looks at Tommy and Fabrizio.

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

Cal walks up just then.

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.

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

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...

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.

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

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 blowingin 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 therail. The Boat 2 continues down. But Rose is back on Titanic.

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.

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.

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

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 inone 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 thenext 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.

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 stairsin 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.

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

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

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 intothe 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.

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.

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

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.

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.

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.

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.

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.

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--

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.

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.

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.

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.

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 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.

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 dragthe 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.

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.

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.

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

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.

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

Cal steps up to him.

Murdoch pushes him back, pointing the pistol at Cal.

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 inhis 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.

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

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.

Thomas Andrews stands in front of the fireplace, staringat 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.

Andrews picks up his lifebelt and hands it to her.

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

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

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.

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 plungedinto 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.

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.

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.

They push their way aft through the panicking crowd.

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

250 NEARBY: Fabrizio is drawn up against the grating of a STOKEHOLD VENT as water pours through it. The force oftons 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.

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 overthe 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.

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 aresucked down behind him. He manages to get clear. He's going to live no matter what it takes.

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 washingover it. A Niagara of sea water thunders down into the room, blasting through the first class opulence. IT is the Armageddon of elegance.

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.

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

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.

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 blankwith dread.

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

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.

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

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.

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--

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.

The great liner's lights flicker.

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 Bellwill 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--

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.

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 asthe hull splits down through nine decks to the keel. The sea pours into the gaping wound--

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.

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.

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 slidingas 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.

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

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.

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.

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

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.

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

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.

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.

Jack strokes rhythmically, the effort keeping him from freezing.

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.

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.

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.

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

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.

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 willcarry over the water for miles.

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

People are still screaming, calling to the lifeboats.

SAVE ON LIFE!

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.

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

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.

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

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.

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 itin 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 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.

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

He takes her hand.

Jack is having trouble getting the breath to speak.

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

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

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.

The beam of an electric torch plays across the water likea 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.

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'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 corpsesin 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.

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.

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.

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.

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...

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

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 orthe first time, they do feel like graverobbers.

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

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.

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.

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 givenhot 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.

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.

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. *

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, lightingan 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.

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 toflinch, 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.

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.

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.

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

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.

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 downat * the stern of the ship. *

LOVETT * Oh shit. *

CUT TO: *

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.

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.

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 canmove... 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 Titanicsmile and applaud in the utter silence of the abyss.