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TITANIC

Screenplay by Produced by

James Cameron James Cameron John Landau James Cameron

Directed by

Cast List:
Leonardo DiCaprio Kate Winslet Billy Zane Kathy Bates Frances Fisher Gloria Stuart Bill Paxton Bernard Hill Jack Dawson Rose DeWitt Bukater Cal Hockley Molly Brown Ruth DeWitt Bukater Old Rose Brock Lovett Captain E.J. Smith

BLACKNESS 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. CUT TO:

EXT. / INT. MIR ONE / NORTH ATLANTIC DEEP

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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 and is the resident Titanic expert. Anatoly glances at the bottom sonar and makes a ballast adjustment. CUT TO:

EXT. THE BOTTOM OF THE SEA 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 freefall with a loud BONK. CUT TO:

INT. MIR ONE Lovett and Bodine jerk awake at the landing. ANATOLY (heavy Russian accent) We are here.

EXT. / INT. MIR ONE AND TWO MINUTES LATER: THE TWO SUBS Skim over the seafloor to the sound of sidescan sonar and the THRUM of big thrusters.

略过
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. BODINE Come left a little. She's right in front of us, eighteen meters. Fifteen. Thirteen... you should see it. 15,13…

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ANATOLY Do you see it? I don't see it... there! 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. LOVETT It still gets me every time. The image pans to the front viewport, looking over Anatoly's shoulder, to the bow railing visible in the lights beyond. Anatoly turns. ANATOLY Is just your guilt because of estealing from the dead.

CUT WIDER To show that Brock is operating the camera himself, turning it in his hand so it points at his own face. LOVETT Thanks, Tolya. Work with me, here. Brock resumes his serious, pensive gaze out the front port, with the camera aimed at himself at arm's length. LOVETT It still gets me every time... to see the sad ruin of the great ship sitting here, where she landed at 2:30 in the morning, April 15, 1912, after her long fall from the world above.

Anatoly rolls his eyes and mutters in Russian. Bodine chuckles and watches the sonar. BODINE You are so full of shit, boss. 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. LOVETT (V.O.) Dive nine. Here we are again on the deck of Titanic... two

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and a half miles down. The pressure is three tons per square inch, enough to crush us like a freight train going over an ant if our hull fails. These windows are nine inches thick and if they go, it's sayonara in two microseconds. 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. LOVETT Right. Let's go to work. Bodine slips on a pair of 3-D electronic goggles, and grabs the joystick controls of the ROV. OUTSIDE THE SUB, the ROV, a small orange and black robot called SNOOP DOG, lifts from its cradle and flies forward. BODINE (V.O.) Walkin' the dog. 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: A grand piano in amazingly good shape, crashed on its side against a wall. The keys gleam black and white in the lights. A chandelier, still hanging from the ceiling by its wire... glinting as Snoop moves around it. 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. An ornate piece of molding, a wall sconce... hint at the grandeur of the past.

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.

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BODINE I'm in the sitting room. Heading for bedroom B-54. LOVETT Stay off the floor. Don't stir it up like you did yesterday. BODINE I'm tryin' boss. 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. BODINE I'm crossing the bedroom. 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. LOVETT Okay, I want to see what's under that wardrobe door.

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. LOVETT Easy, Lewis. Take it slow. 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... BODINE Ooohh daddy-oh, are you seein' what I'm seein'?

CLOSE ON LOVETT Watching his moniteors. By his expression it is like he is seeing the Holy Grail. LOVETT Oh baby baby baby. (grabs the mike) It's payday, boys.

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

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CUT TO:

EXT. STERN OF DECK OF KEDYSH – DAY 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 the safe like a kid on Christman morning. BODINE Who's the best? Say it. LOVETT You are, Lewis. (to the video crew) You rolling? CAMERAMAN Rolling. 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 Well, here it is, the moment of truth. Here's where we find out if the time, the sweat, the money spent to charter this ship and these subs, to come out here to the middle of the North Atlantic... were worth it. If what we think is in that same... is in that safe... it will be. Lovett grins wolfishly in anticipation of his greatest find 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. LOVETT Shit. BODINE You know, boss, this happened to Geraldo and his career never recovered. LOVETT (to the video cameraman) Get that outta my face. CUT TO:

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INT. LAB DECK, PRESERVATION ROOM – DAY 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 being washed and preserved. Buell is on the satellite phone with the INVESTORS. Lovett is yelling at the video crew. LOVETT You send out what I tell you when I tell you. I'm signing your paychecks, not 60 minutes. Now get set up for the uplink. Buell covers the phone and turns to Lovett. BUELL The partners want to know how it's going? LOVETT How it's going? It's going like a first date in prison, whattaya think?! Lovett grabs the phone from Buell and goes instantly smooth. LOVETT Hi, Dave? Barry? Look, it wasn't in the safe... no, look, don't worry about it, there're still plenty of places it could be... in the floor debris in the suite, in the mother's room, in the purser's safe on C deck... (seeing something) Hang on a second. A tech coaxes some letters in the water tray to one side with a tong... revealing a pencil (conte crayon) drawing of 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. LOVETT I'll be God damned. CUT TO:

INSERT

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A CNN NEWS STORY: a live satellite feed from the deck of the Keldysh, intercut with the CNN studio. ANNOUNCER Treasure hunter Brock Lovett is best known for finding Spanish gold in sunken galleons in the Caribbean. Now he is using deep submergence technology to work two and a half miles down at another famous wreck... the Titanic. He is with us live via satellite from a Russian research ship in the middle of the Atlantic... hello Brock? LOVETT Yes, hi, Tracy. You know, Titanic is not just A shipwrick, Titanic is THE shipwreck. It's the Mount Everest of shipwrecks. CUT TO:

INT. HOUSE / CERAMICS 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 agespotted, but still surprisingly strong and supple. A woman in her early forties assists her. LOVETT (V.O.) I've planned this expedition for three years, and we're out here recovering some amazing things... things that will have enormous historical and educational value. CNN REPORTER (V.O.) But it's no secret that education is not your main purpose. You're a treasure hunter. So what is the treasure you're hunting? LOVETT (V.O.) I'd rather show you than tell you, and we think we're very close to doing just that. The old woman's name is ROSE CALVERT. Her face is a wrinkled mass, her body shapeless and shrunken under a one-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.

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ROSE Turn that up please, dear. REPORTER (V.O.) Your expedition is at the center of a storm of controversy over salvage rights and even ethics. Many are calling you a grave robber.

TIGHT ON THE SCREEN LOVETT Nobody called the recovery of the artifacts from King Tut's tomb grave robbing. I have museum-trained experts here, making sure this stuff is preserved and catalogued properly. Look at this drawing, which was found today... The video camera pans off Brock to the drawing, in a tray of water. The image of the woman with the necklace FILLS FRAME. LOVETT ... a piece of paper that's been underwater for 84 years... and my team are able to preserve it intanct. Should this have remained unseen at the bottom of the ocean for eternity, when we can see it and enjoy it now...? ROSE is galvanized by this image. Her mouth hangs open in amazement. ROSE I'll be God damned. CUT TO:

EXT. KELDYSH DECK – NIGHT 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. BUELL There's a satellite call for you. LOVETT Bobby, we're launching. See these submersibles here, going in the water? Take a message. BUELL No, trust me, you want to take this call. CUT TO:

INT. LAB DECK / KELDYSH – NIGHT 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.

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LOVETT This is Brock Lovett. What can I do for you, Mrs...? BUELL Rose Calvert. LOVETT ... Mrs. Calvert? ROSE I was just wondering if you had found the "Heart of the Ocean" yet, Mr. Lovett. Brock almost drops the phone. Bobby sees his shocked expression... BUELL I told you you wanted to take this call. LOVETT (to Rose) Alright. You have my attention, Rose. Can you tell me who the woman in the picture is? ROSE Oh yes. The woman in the picture is me. CUT TO:

EXT. OCEAN – DAY 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. CUT TO:

EXT. KELDYSH – DAY Brock and Bodine are watching Mir 2 being sweng over the side to start a dive. BODINE She's a goddamned liar! A nutcase. Like that... what's her name? That Anastasia babe. BUELL They're inbound. Brock nods and the three of them head forward to meet the approaching helo.

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BODINE She says she's Rose DeWitt Bukater, right? Rose DeWitt Bukater died on the Titanic. At the age of 17. If she'd've lived, she'd be over a hundred now. LOVETT A hundred and one next month. BODINE Okay, so she's a very old goddamned liar. I traced her as far back as the 20's... she was working as an actress in L.A. An actress. Her name was Rose Dawson. Then she married a guy named Calvert, moved to Cedar Rapids, had two kids. Now Calvert's dead, and from what I've heard Cedar Rapids is dead. The Sea Stallion approaches the ship, BG, forcing Brock to yell over the rotors. LOVETT And everyobody who knows about the diamond is supposed to be dead... or on this ship. But she knows about it. And I want to hear what she has to say. Got it? CUT TO:

EXT. KELDYSH HELIPAD IN A THUNDERING DOWNBLAST the helicopter's wheels bounce down on the helipad. Lovett, Buell and Bodine watch as the HELICOPTER CREW CHIEF 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 in it. 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. BODINE S'cuse me, I have to go check our supply of Depends. CUT TO:

INT. ROSE'S STATEROOM / KELDYSH – DAY 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. LOVETT Is your stateroom alright? ROSE

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Yes. Very nice. Have you met my granddaughter, Lizzy? She takes care of me. LIZZY Yes. We met just a few minutes ago, grandma. Remember, up on deck? ROSE Oh, yes. 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 There, that's nice. I have to have my pictures when I travel. And Freddy of course. (to the Pomeranian) Isn't that right, sweetie. LOVETT Would you like anything? ROSE I should like to see my drawing. CUT TO:

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

THE WOMAN'S FACE IN THE DRAWING Dancing under the water. 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. Rose smiles, remembering. Brock has the reference photo of the necklace in his hand. LOVETT Louis the Sixteenth wore a fabulous stone, called the Blue Diamond of the Crown, which disappeared in 1792, about the time Louis lost everything from the neck up. The theory goes that the crown diamond was chopped too... recut into a heart-like shape... and it became Le Coeur de

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la Mer. The Heart of the Ocean. Today it would be worth more than the Hope Diamond. ROSE It was a dreadful, heavy thing. (she points at the drawing) I only wore it this once. LIZZY You actually believe this is you, grandma? ROSE It is me, dear. Wasn't I a hot number? LOVETT I tracked it down through insurance records... and old claim that was settled under terms of absolute secrecy. Do you know who the claiment was, Rost? ROSE Someone named Hockley, I should imagine. LOVETT Nathan Hockley, right. Pittsburgh steel tycoon. For a diamond necklace his son Caledon Hockley bought in France for his fiancee... you... a week before he sailed on Titanic. And the claim was filed right after the sinking. So the diamond had to've gone down with the ship. (to Lizzy) See the date? LIZZY April 14, 1912. LOVETT If your grandma is who she says she is, she was wearing the diamond the day Titanic sank. (to Rose) And that makes you my new best friend. I will happily compensate you for anything you can tell us that will lead to its recovery. ROSE I don't want your money, Mr. Lovett. I know how hard it is for people who care greatly for money to give some away. BODINE (skeptical) You don't want anything? ROSE (indicating the drawing) You may give me this, if anything I tell you is of value. LOVETT Deal.

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(crossing the room) Over here are a few things we've recovered from your staterooms. 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. ROSE This was mine. How extraordinary! It looks the same as the last time I saw it. She turns the mirror over and looks at her ancient face in the cracked glass. ROSE The reflection has changed a bit. She spies something else, a silver and moonstone art-nouveau brooch. ROSE My mother's brooch. She wanted to go back for it. Caused quite a fuss. 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. LOVETT Are you ready to go back to Titanic? CUT TO:

INT. IMAGING SHACK / KELDYSH 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. BODINE Live from 12,000 feet. 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. BODINE The bow's struck in the bottom like an axe, from the impact. Here... I can run a simulation we worked up on this monitor over here. 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 We've put together the world's largest database on the Titanic. Okay, here...

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LOVETT Rose might not want to see this, Lewis. ROSE No, no. It's fine. I'm curious. Bodine starts a COMPUTER ANIMATED GRAPHIC on the screen, which parallels his rapidfire narration. BODINE She hits the berg on the starboard side and it sort of bumps along... punching holes like a morse code... dit dit dit, down the side. Now she's flooding in the BODINE forward compartments... and the water spills over the tops of the bulkheads, going aft. As her bow is going down, her stern is coming up... slow at first... and then faster and faster until it's lifting all that weight, maybe 20 or 30 thousand tons... out of the water and the hull can't deal... so 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. BODINE The bow pulls out of its dive and planes away, almost a half a mile, before it hits the bottom going maybe 12 miles an hour. KABOOM! The bow impacts, digging deeply into the bottom, the animation now follows the stern. BODINE The stern implodes as it sinks, from the pressure, and rips apart from the force of the current as it falls, landing like a big pile of junk. (indicating the simulation) Cool huh? ROSE Thank you for that fine forensic analysis, Mr. Bodine. Of course the experience of it was somewhat less clinical. LOVETT Will you share it with us? Her eyes go back to the screens, showing the sad ruins far below them.

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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". 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. 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.

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. Rose is shaken by the flood of memories and emotions. Her eyes well up and she puts her head down, sobbing quietly. LIZZY (taking the wheelchair) I'm taking her to rest. ROSE No! 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. LOVETT Tell us, Rose. She looks from screen to screen, the images of the ruined ship. ROSE It's been 84 years... LOVETT Just tell us what you can – ROSE (holds up her hand for silence) It's been 84 years... and I can still smell the fresh paint. The china had never been used. The sheets had never been slept in. He switches on the minirecorder and sets it near her. ROSE Titanic was called the Ship of Dreams. And it was. It really was... As the underwater camera rises past the rusted bow rail, WE DISSOLVE / MATCH MOVE to that same railing in 1912...

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MATCH DISSOLVE:

EXT. SOUTHAMPTON DOCK – DAY 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 FOREGROUND 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. ROSE I don't see what all the fuss is about. It doesn't look any bigger than the Mauretania. 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 You can be blase about some things, Rose, but not about Titanic. It's over a hundred feet longer than Mauretania, and far more luxurious. It has squash courts, a Parisian cafe... even Turkish baths. 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 Your daughter is much too hard to impress, Ruth. (indicating a puddle) Mind your step. RUTH (gazing at the leviathan)

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So this is the ship they say is unsinkable. CAL It is unsinkable. God himself couldn't sink this ship. 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. PORTER Sir, you'll have to check your baggage through the main terminal, round that way-Cal nonchalantly hands the man a fiver. The porter's eyes dilate. Five pounds was a monster tip in those days. CAL I put my faith in you, good sir. (curtly, indicating Lovejoy) See my man. PORTER Yes, sir. My pleasure, sir. Cal never tires of the effect of money on the unwashed masses. LOVEJOY (to the porter) These trunks here, and 12 more in the Daimler. We'll have all this lot up in the rooms. 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. CAL We'd better hurry. This way, ladies. 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.

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They pass a well-dressed young man cranking the handle of a 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. DANIEL Look up at the ship, darling, that's it. You're amazed! You can't believe how big it is! Like a mountain. That's great. 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. CAL Steady!! MAN Sorry squire! The Cockney father pushes on, after his kids, shouting. CAL Steerage swine. Apparently missed his annual bath. RUTH Honestly, Cal, if you weren't forever booking everything at the last instant, we could have gone through the terminal instead of running along the dock like some squalid immigrant family. CAL All part of my charm, Ruth. At any rate, it was my darling fiancee's beauty rituals which made us late. ROSE You told me to change. CAL I couldn't let you wear black on sailing day, sweetpea. It's bad luck. ROSE I felt like black. 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. CAL Here I've pulled every string I could to book us on the grandest ship in history, in her most luxurious suites... and you act as if you're going to your execution.

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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. OLD ROSE (V.O.) It was the ship of dreams... to everyone else. To me it was a slave ship, taking me back to America in chains.

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. OLD ROSE (V.O.) Outwardly I was everything a well brought up girl should be. Inside, I was screaming. CUT TO:

A SCREAMING BLAST From the mighty triple steam horns on Titanic's funnels, bellowing their departure warning. CUT TO:

EXT. SOUTHAMPTON DOCKS / TITANIC – DAY 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 selfpossessed and sure-footed for 20, having lived on his own since 15. The TWO SWEDES continue their sullen argument, in Swedish. OLAF (subtitled) You stupid fishhead. I can't believe you bet our tickets. SVEN (subtitled) You lost our money. I'm just trying to get it back. Now shutup and take a card.

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JACK (jaunty) Hit me again, Sven. Jack takes the card and slips it into his hand.

EXTREME CLOSEUP JACK'S EYES They betray nothing.

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

EXTREME CLOSEUP 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. JACK The moment of truth boys. Somebody's life's about to change. Fabrizio puts his cards down. So do the Swedes. Jack holds his close. JACK Let's see... Fabrizio's got niente. Olaf, you've got squat. Sven, uh oh... two pair... mmm. (turns to his friend) Sorry Fabrizio. FABRIZIO What sorry? What you got? You lose my money?? Ma va fa'n culo testa di cazzo – JACK Sorry, you're not gonna see your mama again for a long time... He slaps a full house down on the table. JACK (grinning) 'Cause you're goin' to America!! Full house boys! FABRIZIO Porca Madonna!! YEEAAAAA!!! The table explodes into shouting in several languages. Jack rakes in the money and the tickets. JACK

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(to the Swedes) Sorry boys. Three of a kind and a pair. I'm high and you're dry and... (to Fabrizio) ... we're going to – 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. JACK Goin' home... to the land o' the free and the home of the real hot-dogs! On the TITANIC!! We're ridin' in high style now! We're practically goddamned royalty, ragazzo mio!! FABRIZIO You see? Is my destinio!! Like I told you. I go to l'America!! To be a millionaire!! (to pubkeeper) Capito?? I go to America!! PUBKEEPER No, mate. Titanic go to America. In five minutes. JACK Shit!! Come on, Fabri! (grabbing their stuff) Come on!! (to all, grinning) It's been grand. They run for the door. PUBKEEPER 'Course I'm sure if they knew it was you lot comin', they'd be pleased to wait! CUT TO:

EXT. TERMINAL – TITANIC 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.

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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. JACK Wait!! We're passengers! Flushed and panting, he waves the tickets. MOODY Have you been through the inspection queue? JACK (lying cheerfully) Of course! Anyway, we don't have lice, we're Americans. (glances at Fabrizio) Both of us. MOODY (testy) Right, come aboard. 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. ROWE Gundersen. And... (reading Fabrizio's) Gundersen. He hands the tickets back, eyeing Fabrizio's Mediterranean looks suspiciously. JACK (grabbing Fabrizio's arm) Come on, Sven. Jack and Fabrizio whoop with victory as they run down the white-painted corridero... grinning from ear to ear. JACK We are the luckiest sons of bitches in the world! CUT TO:

EXT. TITANIC AND DOCK – DAY 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. CUT TO:

EXT. AFT WELL DECK / POOP DECK – DAY

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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. FABRIZIO You know somebody? JACK Of course not. That's not the point. (to the crowd) Goodbye! Goodbye!! I'll miss you! Grinning, Fabrixio joins in, adding his voice to the swell of voices, feeling the exhilaration of the moment. FABRIZIO Goodbye! I will never forget you!! CUT TO:

EXT. SOUTHAMPTON DOCK – DAY 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. CUT TO:

EXT. RIVER TEST – DAY 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. CUT TO:

INT. THIRD CLASS BERTHING / G-DECK FORWARD – DAY 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. BJORN (in Swedish; subtitled) Where is Sven? CUT TO:

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INT. SUITE B-52-56 – DAY 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. CAL Those mud puddles were certainly a waste of money. ROSE (looking at a cubist portrait) You're wrong. They're fascinating. Like in a dream... there's truth without logic. What's his name again...? (reading off the canvas) Picasso. CAL (coming into the sitting room) He'll never amount to a thing, trust me. At least they were cheap. A porter wheels Cal's private safe (which we recognize) into the room on a handtruck. CAL Put that in the wardrobe.

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. TRUDY It smells so brand new. Like they built it all just for us. I mean... just to think that tonight, when I crawl between the sheets, Iill be the first-Cal appears in the doorway of the bedroom. CAL (looking at Rose) And when I crawl between the sheets tonight, I'll still be the first. TRUDY (blushing at the innuendo) S'cuse me, Miss.

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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. CAL The first and only. Forever. Rose's expression shows how bleak a prospect this is for her, now. CUT TO:

EXT. CHERBOURG HARBOR, FRANCE – LATE DUSK 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. CUT TO:

INT. FIRST CLASS RECEPTION / D-DECK Entering the first class reception room from the tender are 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. WOMAN Well, I wasn't about to wait all day for you, sonny. Take 'em the rest of the way if you think you can manage. OLD ROSE (V.O.) At Cherbourg a woman came aboard named Margaret Brown, but we all called her Molly. History would call her the Unsinkable Molly Brown. Her husband had struck gold someplace out west, and she was what mother called "new money". 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. OLD ROSE (V.O.) By the next afternoon we had made our final stop and we were steaming west from the coast of Ireland, with nothing out ahead of us but ocean... CUT TO:

EXT. BOW – DAY 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. CUT TO:

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INT. / EXT. TITANIC – SERIES OF SCENES – DAY ON THE BRIDGE, CAPTAIN SMITH turns from the binnacle to FIRST OFFICER WILLIAM MURDOCH. CAPTAIN SMITH Take her to sea Mister Murdoch. Let's stretch her legs. Murdoch moves the engine telegraph lever to ALL AHEAD FULL. 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.

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.

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 – 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 – 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 She's got a bone in her teeth now, eh, Mr. Murdoch.

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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. 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. FABRIZIO I can see the Statue of Liberty already. (grinning at Jack) Very small... of course. 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. ISMAY (V.O.) She is the largest moving object ever made by the hand of man in all history... CUT TO:

INT. PALM COURT RESTAURANT – DAY CLOSE ON J. BRUCE ISMAY, Managing Director of White Star Line. ISMAY ... and our master shipbuilder, Mr. Andrews here, designed her from the keel plates up. 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. ANDREWS (disliking the attention)

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Well, I may have knocked her together, but the idea was Mr. Ismay's. He envisioned a steamer so grand in scale, and so luxurious in its appointments, that its supremacy would never be challenged. And here she is... (he slaps the table) ... willed into solid reality. MOLLY Why're ships always bein' called "she"? Is it because men think half the women around have big sterns and should be weighed in tonnage? (they all laugh) Just another example of the men settin' the rules their way. The waiter arrives to take orders. Rose lights a cigarette. RUTH You know I don't like that, Rose. CAL She knows. Cal takes the cigarette from her and stubs it out. CAL (to the waiter) We'll both have the lamb. Rare, with a little mint sauce. (to Rose, after the waiter moves away) You like lamb, don't you sweetpea? Molly is watching the dynamic between Rose, Cal and Ruth. MOLLY So, you gonna cut her meat for her too there, Cal? (turning to Ismay) Hey, who came up with the name Titanic? You, Bruce? ISMAY Yes, actually. I wanted to convey sheer size. And size means stability, luxury... and safety-ROSE Do you know of Dr. Freud? His ideas about the male preoccupation with size might be of particular interest to you, Mr. Ismay. Andrews chockes on his breadstick, suppressing laughter. RUTH My God, Rose, what's gotten into-ROSE Excuse me. She stalks away.

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RUTH (mortified) I do apologize. MOLLY She's a pistol, Cal. You sure you can handle her? CAL (tense but feigning unconcern) Well, I may have to start minding what she reads from now on. CUT TO:

EXT. POOP DECK / AFTER DECKS – DAY 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 3 year 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. TOMMY That's typical. First class dogs come down here to take a shit. Jack looks up from his sketch. JACK That's so we know where we rank in the scheme of things. TOMMY Like we could forget. 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.

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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. TOMMY Forget it, boyo. You'd as like have angels fly out o' yer arse as get next to the likes o' her. CUT TO:

INT. FIRST CLASS DINING SALOON – NIGHT SLOWLY PUSHING IN ON ROSE as she sits, flanked by people in 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. OLD ROSE (V.O.) I saw my whole life as if I'd already lived it... an endless parade of parties and cotillions, yachts and polo matches... always the same narrow people, the same mindless chatter. I felt like I was standing at a great precipice, with no one to pull me back, no one who cared... or even noticed.

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. CUT TO: INT. CORRIDOR / B DECK – NIGHT Rose walks along the corridor. A steward coming the other way greets her, and she nods with a slight smile. She is perfectly composed. CUT TO:

INT. ROSE'S BEDROOM – NIGHT 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

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room. She flings everything off the dresser and it flies clattering against the wall. She hurls a handmirror against the vanity, cracking it. CUT TO: EXT. A DECK PROMENADE, AFT – NIGHT 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. CUT TO:

EXT. POOP DECK – NIGHT 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 stairs from 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. JACK Don't do it. She whips her head around at the sound of his voice. It takes a second for her eyes to focus. ROSE Stay back! Don't come any closer! Jack sees the tear tracks on her cheeks in the faint glow from the stern running lights. JACK Take my hand. I'll pull you back in. ROSE No! Stay where you are. I mean it. I'll let go.

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JACK No you won't. ROSE What do you mean no I won't? Don't presume to tell me what I will and will not do. You don't know me. JACK You would have done it already. Now come on, take my hand. 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. ROSE You're distracting me. Go away. JACK I can't. I'm involved now. If you let go I have to jump in after you. ROSE Don't be absurd. You'll be killed. He takes off his jacket. JACK I'm a good swimmer. He starts unlacing his left shoe. ROSE The fall alone would kill you. JACK It would hurt. I'm not saying it wouldn't. To be honest I'm a lot more concerned about the water being so cold. She looks down. The reality factor of what she is doing is sinking in. ROSE How cold? JACK (taking off his left shoe) Freezing. Maybe a couple degrees over. He starts unlacing his right shoe. JACK Ever been to Wisconsin? ROSE (perplexed) No.

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JACK Well they have some of the coldest winters around, and I grew up there, near Chippewa Falls. Once when I was a kid me and my father were ice-fishing out on Lake Wissota... ice-fishing's where you chop a hole in the-ROSE I know what ice fishing is! JACK Sorry. Just... you look like kind of an indoor girl. Anyway, I went through some thin ice and I'm tellin' ya, water that cold... like that right down there... it hits you like a thousand knives all over your body. You can't breath, you can't think... least not about anything but the pain. (takes off his other shoe) Which is why I'm not looking forward to jumping in after you. But like I said, I don't see a choice. I guess I'm kinda hoping you'll come back over the rail and get me off the hook here. ROSE You're crazy. JACK That's what everybody says. But with all due respect, I'm not the one hanging off the back of a ship. He slides one step closer, like moving up on a spooked horse. JACK Come on. You don't want to do this. Give me your hand. Rose stares at this madman for a long time. She looks at his eyes and they somehow suddenly seem to fill her universe. ROSE Alright. She unfastens one hand from the rail and reaches it around toward him. He reaches out to take it, firmly. JACK I'm Jack Dawson. ROSE (voice quavering) Pleased to meet you, Mr. Dawson. 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.

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QUARTERMASTER ROWE, up on the docking bridge hears the scream and heads for the ladder. ROSE HELP! HELP!! JACK I've got you. I won't let go. 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 Here, what's all this?! 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. ROWE (to Jack) Here you, stand back! Don't move an inch! (to the seamen) Fetch the Master at Arms. CUT TO:

EXT. POOP DECK – NIGHT 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. CAL What made you think you could put your hands on my fiancee?! Look at me, you filth! What did you think you were doing?! ROSE Cal, stop! It was an accident.

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CAL An accident?! ROSE It was... stupid really. I was leaning over and I slipped. Rose looks at Jack, getting eye contact. ROSE I was leaning way over, to see the... ah... propellers. And I slipped and I would have gone overboard... and Mr. Dawson here saved me and he almost went over himself. CAL You wanted to see the propellers? GRACIE (shaking his head) Women and machinery do not mix. MASTER AT ARMS (to Jack) Was that the way of it? Rose is begging him with her eyes not to say what really happened. JACK Uh huh. That was pretty much it. He looks at Rose a moment longer. Now they have a secret together. COLONEL GRACIE Well! The boy's a hero then. Good for you son, well done! (to Cal) So it's all's well and back to our brandy, eh? Jack is uncuffed. Cal gets Rose to her feet and moving. CAL (rubbing her arms) Let's get you in. You're freezing. Cal is leaving without a second thought for Jack. GRACIE (low) Ah... perhaps a little something for the boy? CAL Oh, right. Mr. Lovejoy. A twenty should do it. ROSE Is that the going rate for saving the woman you love? CAL Rose is displeased. Mmm... what to do?

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Cal turns back to Jack. He appraises him condescendingly... a steerage ruffian, unwashed and illmannered. CAL I know. (to Jack) Perhaps you could join us for dinner tomorrow, to regale our group with your heroic tale? JACK (looking straight at Rose) Sure. Count me in. CAL Good. Settled then. Cal turns to go, putting a protective arm around Rose. he leans close to Gracie as they walk away. CAL This should be amusing. JACK (as Lovejoy passes) Can I bum a cigarette? 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 You'll want to tie those. (Jack looks at his shoes) Interesting that the young lady slipped so mighty all of a sudden and you still had time to take of your jacket and shoes. Mmmm? Lovejoy's expression is bland, but the eyes are cold. He turns away to join his group. CUT TO:

INT. ROSE'S BEDROOM – NIGHT As she undresses for bed Rose sees Cal standing in her doorway, reflected in the cracked mirror of her vanity. He comes toward her. CAL (unexpectedly tender) I know you've een melancholy, and I don't pretent to know why. From behind his back he hands her a large black velvet jewel case. She takes it, numbly. CAL

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I intended to save this till the engagement gals next week. But I thought tonight, perhaps a reminder of my feeling for you... 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. ROSE My God... Cal. Is it a – CAL Daimond. Yes it is. 56 carats. He takes the necklace and during the following places it around her throat. He turns her to the mirror, staring behind her. CAL It was once worn by Louis the Sixteenth. They call it Le Coeur de la Mer, the – ROSE The Heart of the Ocean. Cal, it's... it's overwhelming. He gazes at the image of the two of them in the mirror. CAL It's for royalty. And we are royalty. 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. CAL There's nothing I couldn't give you. There's nothing I'd deny you if you would deny me. Open your heart to me, Rose. CAMERA begins to TRACK IN ON ROSE. Closer and closer, during the following: OLD ROSE (V.O.) Of course his gift was only to reflect light back onto himself, to illuminate the greatness that was Caledon Hockley. It was a cold stone... a heart of ice. Finally, when Rose's eyes FILL FRAM, we MORPH SLOWLY to her eyes as the are now... transforming through 84 years of life... TRANSITION

INT. KELDYSH IMAGING SHACK Without a cut the wrinkled, weathered landscape of age has appeared around her eyes. But the eyes themselves are the same. OLD ROSE

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After all these years, feel it closing around my throat like a dog collar. THE CAMERA PUllS BACK to show her whole face. ROSE I can still feel its weight. If you could have felt it, not just seen it... LOVETT Well, that's the general idea, my dear. BODINE So let me get this right. You were gonna kill yourself by jumping off the Titanic? (he guffaws) That's great! LOVETT (warningly) Lewis... But Rose laughs with Bodine. BODINE (still laughing) All you had to do was wait two days! Lovett, standing out of Rose's sightline, checks his watch. Hours have passed. This process is taking too long. LOVETT Rose, tell us more about the diamond. What did Hockley do with it after that? ROSE Im afraid I'm feeling a little tired, Mr. Lovett. Lizzy picks up the cue and starts to wheel her out. LOVETT Wait! Can you give us something go on, here. Like who had access to the safe. What about this Lovejoy guy? The valet. Did he have the combination? LIZZY That's enough. Lizzy takes her out. Rose's old hand reapears at the doorway in a frail wave goodbye. CUT TO:

EXT. LAUNCH AREA / KELDYSH DECK – DAY

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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. BUELL The partners are pissed. BROCK Bobby, buy me time. I need time. BUELL We're running thirty thousand a day, and we're six days over. I'm telling you what they're telling me. The hand is on the plug. It's starting to pull. BROCK Well you tell the hand I need another two days! Bobby, Bobby, Bobby... we're close! I smell it. I smell ice. She had the diamond on... now we just have to find out where it wound up. I just gotta work her a bit more. Okay? 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. BROCK Hey, Lizzy. I need to talk to you for a second. LIZZY Don't you mean work me? BROCK Look, I'm running out of time. I need your help. LIZZY I'm not going to help you browbeat my hundred and one year old grandmother. I came down here to tell you to back off. BROCK (with undisguised desperation) Lizzy... you gotta understand something. I've bet it all to find the Heart of the Ocean. I've got all my dough tied up in this thing. My wife even divorced me over this hunt. I need what's locked inside your grandma's memory. (he holds out his hand) You see this? Right here? She looks at his hand, palm up. Empty. Cupped, as if around an imaginary shape. LIZZY What? BROCK That's the shape my hand's gonna be when I hold that thing. You understand? I'm not leaving here without it.

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LIZZY Look, Brock, she's going to do this her way, in her own time. Don't forget, she contacted you. She's out here for her own reasons, God knows what they are. LOVETT Maybe she wants to make peace with the past. LIZZY What past? She has never once, not once, ever said a word about being on the Titanic until two days ago. LOVETT Then we're all meeting your grandmother for the first time. LIZZY (looks at him hard) You think she was really there? LOVETT Oh, yeah. Yeah, I'm a believer. She was there. CUT TO:

INT. IMAGING SHACK 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. ROSE The next day, Saturday, I remember thinking how the sunlight felt. DISSOLVE TO:

EXT. B DECK TITANIC – DAY 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. OLD ROSE (V.O.) As if I hadn't felt the sun in years. 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. CUT TO:

INT. THIRD CLASS GENERAL ROOM

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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 it with 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 going with an attractive Norwegian girl, HELGA DAHL, sitting with her family at a table across the room. FABRIZIO No Italian? Some little English? HELGA No, no. Norwegian. Only. 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 selfconscious 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. ROSE Hello Jack. Fabrizio and Tommy are floored. Its like the slipper fitting Cinderella. JACK Hello again. ROSE Could I speak to you in private? JACK Uh, yes. Of course. After you. He motions her ahead and follows. Jack glances over his shoulder, one eyebrow raised, as he walks out with her leaving a stunned silence. CUT TO:

EXT. BOAT DECK – DAY 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. JACK So, you got a name by the way?

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ROSE Rose. Rose DeWitt Bukater. JACK That's quite a moniker. I may hafta get you to write that down. There is an awkward pause. ROSE Mr. Dawson, I – JACK Jack. ROSE Jack... I feel like such an idiot. It took me all morning to get up the nerve to face you. JACK Well, here you are. ROSE Here I am. I... I want to thank you for what you did. Not just for... for pulling me back. But for your discretion. JACK You're welcome. Rose. ROSE Look, I know what you must be thinking! Poor little rich girl. What does she know about misery? JACK That's not what I was thinking. What I was thinking was... what could have happened to hurt this girl so much she though she had no way out. ROSE I don't... it wasn't just one thing. It was everything. It was them, it was their whole world. And I was trapped in it, like an insect in amber. (in a rush) I just had to get away... just run and run and run... and then I was at the back rail and there was no more ship... even the Titanic wasn't big enough. Not enough to get away from them. And before I'd really though about it, I was over the rail. I was so furious. I'll show them. They'll be sorry! JACK Uh huh. They'll be sorry. 'Course you'll be dead. ROSE (she lowers her head) Oh God, I am such an utter fool.

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JACK That penguin last night, is he one of them? ROSE Penguin? Oh, Cal! He is them. JACK Is he your boyfriend? ROSE Worse I'm afraid. She shows him her engagement ring. A sizable diamond. JACK Gawd look at that thing! You would have gone straight to the bottom. They laugh together. A passing steward scowls at Jack, who is clearly not a first class passenger, but Rose just glares at him away. JACK So you feel like you're stuck on a train you can't get off 'cause you're marryin' this fella. ROSE Yes, exactly! JACK So don't marry him. ROSE If only it were that simple. JACK It is that simple. ROSE Oh, Jack... please don't judge me until you've seen my world. JACK Well, I guess I will tonight. Looking for another topic, any other topic, she indicates his sketchbook. ROSE What's this? JACK Just some sketches. ROSE May I?

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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. ROSE Jack, these are quite good! Really, they are. JACK Well, they didn't think too much of 'em in Paree. Some loose sketches fall out and are taken by the wind. Jack scrambles after them... catching two, but the rest are gone, over the rail. ROSE Oh no! Oh, I'm so sorry. Truly! JACK Well, they didn't think too much of 'em in Paree. He snaps his wrist, shaking his drawing hand in a flourish. JACK I just seem to spew 'em out. Besides, they're not worth a damn anyway. For emphasis he throws away the two he caught. They sail off. ROSE (laughing) You're deranged! She goes back to the book, turning a page. ROSE Well, well... 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. ROSE (trying to be very adult) And these were drawn from life? JACK Yup. That's one of the great things about Paris. Lots of girls willing take their clothes off. 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. ROSE You liked this woman. You used her several times.

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JACK She had beautiful hands. ROSE (smiling) I think you must have had a love affair with her... JACK (laughing) No, no! Just with her hands. ROSE (looking up from the drawings) You have a gift, Jack. You do. You see people. JACK I see you. There it is. That piercing gaze again. ROSE And...? JACK You wouldn'ta jumped. CUT TO:

INT. RECEPTION ROOM / D-DECK – DAY 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. RUTH Oh no, that vulgar Brown woman is coming this way. Get up, quickly before she sits with us. Molly Brown walks up, greeting them cheerfully as they are rising. MOLLY Hello girls, I was hoping I'd catch you at tea. RUTH We're awfully sorry you missed it. The Countess and I are just off to take the air on the boat deck. MOLLY That sounds great. Let's go. I need to catch up on the gossip. 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.

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ISMAY So you've not lit the last four boilers then? SMITH No, but we're making excellent time. ISMAY (impatiently) Captain, the press knows the size of Titanic, let them marvel at her speed too. We must give them something new to print. And the maiden voyage of Titnaic must make headlines! SMITH I prefer not to push the engines until they've been properly run in. ISMAY Of course I leave it to your good offices to decide what's best, but what a glorious end to your last crossing if we get into New York Tuesday night and surprise them all. (Ismay slaps his hand on the table) Retire with a bang, eh, E.J? A beat. Then Smith nods, stiffy. CUT TO:

EXT. A DECK PROMENADE – DAY 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. ROSE (girlish and excited) You know, my dream has always been to just chuck it all and become an artist... living in a garret, poor but free! JACK (laughing) You wouldn't last two days. There's no hot water, and hardly ever any caviar. ROSE (angry in a flash) Listen, buster... I hate caviar! And I'm tired of people dismissing my dreams with a chuckle and a pat on the head. JACK I'm sorry. Really... I am. ROSE

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Well, alright. There's something in me, Jack. I feel it. I don't know what it is, whether I should be an artist, or, I don't know... a dancer. Like Isadora Duncan.... a wild pagan spirit... She leaps forward, lands deftly and whirls like a dervish. Then she sees something ahead and her face lights up. ROSE ... or a moving picture actress! 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. MARVIN You're sad. Sad, sad, sad. You've left your lover on the shore. You may never see him agian. Try to be sadder, darling. 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 hand to 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. CUT TO:

EXT. A DECK PROMENADE / AFT – SUNSET Painted with orange light, Jack and Rose lean on the A-deck rail aft, shoulder to shoulder. The ship's lights come on. It is a magical moment... perfect. ROSE So then what, Mr. Wandering Jack? JACK

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Well, then logging got to be too much like work, so I went down to Los Angelas to the pier in Santa Monica. That's a swell place, they even have a rollercoaster. I sketched portraits there for ten cents a piece. ROSE A whole ten cents?! JACK (not getting it) Yeah; it was great money... I could make a dollar a day, sometimes. But only in summer. When it got cold, I decided to go to Paris and see what the real artists were doing. ROSE (looks at the dusk sky) Why can't I be like you Jack? Just head out for the horizon whenever I feel like it. (turning to him) Say we'll go there, sometime... to that pier... even if we only ever just talk about it. JACK Alright, we're going. We'll drink cheap beer and go on the rollercoaster until we throw up and we'll ride horses on the beach... right in the surf... but you have to ride like a cowboy, none of that side-saddle stuff. ROSE You mean one leg on each side? Scandalous! Can you show me? JACK Sure. If you like. ROSE (smiling at him) I think I would. (she looks at the horizon) And teach me to spit too. Like a man. Why should only men be able to spit. It's unfair. JACK They didn't teach you that in finishing school? Here, it's easy. Watch closely. He spits. It arcs out over the water. JACK Your turn. 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. JACK

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Nope, that was pitiful. Here, like this... you hawk it down... HHHNNNK!... then roll it on your tongue, up to the front, like thith, then a big breath and PLOOOW!! You see the range on that thing? 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. JACK That was great! 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. ROSE Mother, may I introduce Jack Dawson. RUTH Charmed, I'm sure. 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... OLD ROSE (V.O.) The others were gracious and curious about the man who'd saved my life. But my mother looked at him like an insect. A dangerous insect which must be squashed quickly. MOLLY Well, Jack, it sounds like you're a good man to have around in a sticky spot-They all jump as a BUGLER sounds the meal call right behind them. MOLLY Why do they insist on always announcing dinner like a damn cavalry charge? ROSE Shall we go dress, mother? (over her shoulder) See you at dinner, Jack. RUTH (as they walk away) Rose, look at you... out in the sun with no hat. Honestly! The Countess exits with Ruth and Rose, leaving Jack and Molly alone on deck. MOLLY Son, do you have the slightest comprehension of what you're doing? JACK

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Not really. MOLLY Well, you're about to go into the snakepit. I hope you're ready. What are you planning to wear? Jack looks down at his clothes. Back up at her. He hadn't thought about that. MOLLY I figured. CUT TO:

INT. MOLLY BROWN'S STATEROOM Men's suits and jackets and formal wear are strewn all over the place. Molly is having a fine time. Jack is dressed, except for his jacket, and Molly is tying his bow tie. MOLLY Don't feel bad about it. My husband still can't tie one of these damn things after 20 years. There you go. 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. MOLLY I gotta buy everything in three sizes 'cause I never know how much he's been eating while I'm away. She turns and sees him, though we don't. MOLLY My, my, my... you shine up like a new penny. CUT TO:

EXT. BOAT DECK / FIRST CLASS ENTRANCE – DUSK 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. STEWARD Good evening, sir. Jack plays the role smoothly. Nods with just the right degree of disdain. CUT TO:

INT. UPPER LANDING / GRAND STAIRCASE AND A-DECK

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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, covered in 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. JACK I saw that in a nickelodean once, and I always wanted to do it. ROSE Cal, surely you remember Mr. Dawson. CAL (caught off guard) Dawson! I didn't recognize you. (studies him) Amazing! You could almost pass for a gentlemen. CUT TO:

INT. D-DECK RECEPTION ROOM 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: MOLLY Ain't nothin' to it, is there, Jack? JACK Yeah, you just dress like a pallbearer and keep your nose up. MOLLY

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Remember, the only thing they respect is money, so just act like you've got a lot of it and you're in the club. As they enter the swirling throng, Rose leans close to him, pointing out several notables. ROSE There's the Countess Rothes. And that's John Jacob Astor... the richest man on the ship. His little wifey there, Madeleine, is my age and in a delicate condition. See how she's trying to hide it. Quite the scandal. (nodding toward a couple) And over there, that's Sir Cosmo and Lucile, Lady DuffGordon. She designs naughty lingerie, among her many talents. Very popular with the royals. 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. ROSE And that's Benjamin Guggenheim and his mistress, Madame Aubert. Mrs. Guggenheim is at home with the children, of course. Cal, meanwhile, is accepting the praise of his male counterparts, who are looking at Rose like a prize show horse. SIR COSMO Hockley, she is splendid. CAL Thank you. GRACIE Cal's a lucky man. I know him well, and it can only be luck. Ruth steps over, hearing the last. She takes Cal's arm, somewhat coquettishly. RUTH How can you say that Colonel? Caledon Hockley is a great catch. The entourage strolls toward the dining saloon, where they run into the Astor's going through the ornate double doors. ROSE J.J., Madeleine, I'd like you to meet Jack Dawson. ASTOR (shaking his hand) Good to meet you Jack. Are you of the Boston Dawsons? JACK No, the Chippewa Falls Dawsons, actually.

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J.J. nods as if he's heard of them, then looks puzzled. Madeleine Astor appraises Jack and whispers girlishly to Rose: MADELEINE It's a pity we're both spoken for, isn't it? CUT TO:

INT. DINING SALOON 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... OLD ROSE (V.O.) He must have been nervous but he never faltered. They assumed he was one of them... a young captain of industry perhaps... new money, obviously, but still a memeber of the club. Mother of course, could always be counted upon... CUT TO:

INT. DINING SALOON – CLOSE ON RUTH RUTH Tell us of the accommodations in steerage, Mr. Dawson. I hear they're quite good on this ship.

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. JACK The best I've seen, m'am. Hardly any rats. Rose motions surreptitiously for Jack to take his napkin off his plate. CAL Mr. Dawson is joining us from third class. He was of some assistance to my fiancee last night. (to Jack, as if to a child) This is foie gras. It's goose liver. We see whispers exchanged. Jack becomesthe subject of furtive glances. Now they're all feeling terribly liberal and dangerous. GUGGENHEIM (low to Madame Aubert) What is Hockly hoping to prove, bringing this... bohemian... up here?

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WAITER (to Jack) How do you take your caviar, sir? CAL (answering for him) Just a soupcon of lemon... (to Jack, smiling) ... it improves the flavor with champagne. JACK (to the waiter) No caviar for me, thanks. (to Cal) Never did like it much. He looks at Rose, pokerfaced, and she smiles. RUTH And where exactly do you live, Mr. Dawson? JACK Well, right now my address is the RMS Titanic. After that, I'm on God's good humor. Salad is served. Jack reaches for the fish fork. Rose gives him a look and picks up the salad fork, prompting him with her eyes. He changes forks. RUTH You find that sort of rootless existence appealing, do you? JACK Well... it's a big world, and I want to see it all before I go. My father was always talkin' about goin' to see the ocean. He died in the town he was born in, and never did see it. You can't wait around, because you never know what hand you're going to get dealt next. See, my folks died in a fire when I was fifteen, and I've been on the road since. Somethin' like that teaches you to take life as it comes at you. To make each day count. Molly Brown raises her glass in a salute. MOLLY Well said, Jack. COLONEL GRACIE (raising his glass) Here, here. Rose raises her glass, looking at Jack. ROSE To making it count.

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Ruth, annoyed that Jack has scored a point, presses him further. RUTH How is it you have the means to travel, Mr. Dawson? JACK I work my way from place to place. Tramp steamers and such. I won my ticket on Titanic here in a lucky hand at poker. (he glances at Rose) A very lucky hand. GRACIE All life is a game of luck. CAL A real man makes his own luck, Archie. Rose notices that Thomas Andrews, sitting next to her, is writing in his notebook, completely ignoring the conversation. ROSE Mr. Andrews, what are you doing? I see you everywhere writing in this little book. (grabs it and reads) Increase number of screws in hat hooks from 2 to 3. You build the biggest ship in the world and this preoccupies you?! Andrews smiles sheepishly. ISMAY He knows every rivet in her, don't you Thomas? ANDREWS All three million of them. ISMAY His blood and soul are in the ship. She may be mine on paper, but in the eyes of God she belongs to Thomas Andrews. ROSE Your ship is a wonder, Mr. Andrews. Truly. ANDREWS Thankyou, Rose. We see that Andrews has come under Rose's spell.

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.

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ROSE (low, to Jack) Nest it'll be brandies in the Smoking Room. GRACIE (rising) Well, join me for a brandy, gentlemen? ROSE (low) Now they retreat into a cloud of smoke and congratulate each other on being masters of the universe. GRACIE Joining us, Dawson? You don't want to stay out here with the women, do you? Actually he does, but... JACK No thanks. I'm heading back. CAL Probably best. It'll be all business and politics, that sort of thing. Wouldn't interest you. Good of you to come. Cal and te other gentlemen exit. ROSE Jack, must you go? JACK Time for my coach to turn back into a pumpkin. 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". CUT TO:

INT. A-DECK FOYER – NIGHT 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.

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JACK Want to go to a real party? CUT TO:

INT. THIRD CLASS GENERAL ROOM 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. ROSE May I cut in, miss? JACK You're still my best girl, Cora. 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. ROSE I don't know the steps. JACK Just move with me. Don't think. 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. ROSE Wait... stop! 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. CUT TO:

INT. THIRD CLASS GENERAL ROOM 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.

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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. JACK How you two doin'? FABRIZIO I don't know hwat she's say, she don't know what I say, so we get along fine. Tommy walks up with a pint for each of them. Rose chugs hers, showing off. ROSE You think a first class girl can't drink? 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. TOMMY You stupid bastard!! Bjorn comes around, his fists coming up... and Jack leaps into the middle of it, pushing them apart. JACK Boys, boys! Did I ever tell you the one about the Swede and the Irishman goin' to the whorehouse? Tommy stands there, all piss and vinegar, chest puffed up. Then he grins and claps Bjorn on the shoulder. ROSE So, you think you're big tough men? Let's see you do this. 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. ROSE Oooowww! I haven't done that in years. 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. CUT TO:

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EXT. BOAT DECK – NIGHT 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 straight in, 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. ROSE Isn't it magnificent? So grand and endless. She goes to the rail and leans on it. ROSE They're such small people, Jack... my crowd. They think they're giants on the earth, but they're not even dust in God's eye. They live inside this little tiny champagne bubble... and someday the bubble's going to burst. 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 You're not one of them. There's been a mistake. ROSE A mistake? JACK Uh huh. You got mailed to the wrong address. ROSE (laughing) I did, didn't I? (pointing suddenly) Look! A shooting star. JACK That was a long one. My father used to say that whenever you saw one, it was a soul going to heaven. ROSE I like that. Aren't we supposed to wish on it? 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. JACK

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What would you wish for? After a beat, Rose pulls back. ROSE Something I can't have. (she smiles sadly) Goodnight, Jack. And thank you. She leaves the rail and hurries through the First Class Entrance. JACK Rose!! But the door bangs shut, and she is gone. Back to her world. CUT TO:

INT. ORSE AND CAL'S SUITE / PRIVATE PROMENADE – DAY 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 I had hoped you would come to me last night. ROSE I was tired. CAL Yes. Your exertions below decks were no doubt exausting. ROSE (stiffening) I see you had that undertaker of a manservant follow me. CAL You will never behave like that again! Do you understand? ROSE I'm not some foreman in your mills than you can command! I am your fiancee – 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. CAL Yes! You are! And my wife... in practice, if not yet by law. So you will honor me, as a wife is required to honor her husband! I will not be made out a fool! Is this in any way unclear?

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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 We... had a little accident. I'm sorry, Trudy. CUT TO:

INT. RUTH'S SUITE – DAY 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. RUTH You are not to see that boy again, do you understand me Rose? I forbid it! Rose has her knee at the base of her mother's back and is pulling the corset strings with both hands. ROSE Oh, stop it, Mother. You'll give yourself a nosebleed. Ruth pulls away from her, and crosses to the door, locking it. CLACK! RUTH (wheeling on her) Rose, this is not a game! Our situation is precarious. You know the money's gone! ROSE Of course I know it's gone. You remind me every day! RUTH Your father left us nothing but a legacy of bad debts hidden by a good name. And that name is the only card we have to play. Rose turns her around and grabs the corset strings again. Ruth sucks in her waist and Rose pulls. RUTH I don't understand you. It is a fine match with Hockley, and it will insure our survival. ROSE (hurt and lost) How can you put this on my shoulders? Rose turns to her, and we see what Rose sees – the naked fear in her mother's eyes. RUTH Do you want to se me working as a seamstress? Is that what you want? Do you want to see our fine things sold at

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an auction, our memories scattered to the winds? My God, Rose, how can you be so selfish? ROSE It's so unfair. RUTH Of course it's unfair! We're women. Our choices are never easy. Rose pulls the corset tighter. CUT TO:

INT. FIRST CLASS DINING SALOON 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. STEWARD Look, you, you're not supposed to be in here. JACK I was just here last night... don't you remember? (seeing Lovejoy coming toward him) He'll tell you. LOVEJOY Mr. Hockley and Mrs. DeWitt Bukater continue to be most appreciative of your assistance. They asked me to give you this in gratitude – He holds out two twenty dollar bills, which Jack refuses to take. JACK I don't want money, I – LOVEJOY – and also to remind you that you hold a third class ticket and your presence here is no longer appropriate. Jack spots Rose but she doesn't see him. JACK I just need to talk to Rose for a – LOVEJOY Gentlemen, please see that Mr. Dawson gets back where he belongs. (giving the twenties to the stewards) And that he stays there.

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STEWARD Yes sir! (to Jack) Come along you.

END ON ROSE Not seeing Jack hustled out. ROSE (singing) O hear us when we cry to thee for those in peril on the sea. CUT TO:

INT. GYMNASIUM – DAY 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. CAL Reminds me of my Harvard days. 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. MCCAULEY The electric horse is very popular. We even have an electric camel. (to Ruth) Care to try your hand at the rowing, m'am? RUTH Don't be absurd. I can't think of a skill I should likely need less. ANDREWS The next stop on our tour will be bridge. This way, please. CUT TO:

EXT. AFT WELL DECK, B-DECK AND A-DECK – DAY 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. TOMMY

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She's a goddess amongst mortal men, there's no denyin'. But she's in another world, Jackie, forget her. She's closed the door. Jack moves furtively to the wall below the A-Deck promenade, aft. JACK It was them, not her. (glancing around the deck) Ready... go. 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. TOMMY He's not bein' logical, I tell ya. FABRIZIO Amore is'a not logical. CUT TO:

EXT. A-DECK / AFT – DAY 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. CUT TO:

INT. BRIDGE / CHARTROOM – DAY HAROLD BRIDE, the 21 year old Junior Wireless Operator, hustles in and skirts around Andrews' tour group to hand a Marconigram to Captain Smith. BRIDE Another ice warning, sir. This one from the "Baltic". SMITH Thankyou, Sparks. Smith glances at the message then nonchalantly puts it in his pocket. He nods reassuringly to Rose and the group. SMITH Not to worry, it's quite normal for this time of year. In fact, we're speeding up. I've just ordered the last boilers lit. 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.

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LIGHTOLLER Did we ever find those binoculars for the lookouts? FIRST OFFICER MURDOCH Haven't seen them since Southampton. CUT TO:

EXT. BOAT DECK / STARBOARD SIDE – DAY Andrews leads the group back from the bridge along the boat deck. ROSE Mr. Andrews, I did the sum in my head, and with the number of lifeboats times the capacity you mentioned... forgive me, but it seems that there are not enough for everyone aboard. ANDREWS About half, actually. Rose, you miss nothing, do you? In fact, I put in these new type davits, which can take an extra row of boats here. (he gestures along the eck) But it was thought... by some... that the deck would look too cluttered. So I was over-ruled. CAL (slapping the side of a boat) Waste of deck space as it is, on an unsinkable ship! ANDREWS Sleep soundly, young Rose. I have built you a good ship, strong and true. She's all the lifeboat you need. 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 – CUT TO:

INT. GYMNASIUM – DAY 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. ROSE Jack, this is impossible. I can't see you. He takes her by the shoulders. JACK

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Rose, you're no picnic... you're a spoiled little brat even, but under that you're a strong, pure heart, and you're the most amazingly astounding girl I've ever known and – ROSE Jack, I – JACK No wait. Let me try to get this out. You're amazing... and I know I have nothing to offer you, Rose. I know that. But I'm involved now. You jump, I jump, remember? I can't turn away without knowin' that you're goin' to be alright. Rose feels the tears coming to her eyes. Jack is so open and real... not like anyone she has ever known. ROSE You're making this very hard. I'll be fine. Really. JACK I don't think so. They've got you in a glass jar like some butterfly, and you're goin' to die if you don't break out. Maybe not right away, 'cause you're strong. But sooner or later the fire in you is goin' to go out. ROSE It's not up to you to save me, Jack. JACK You're right. Only you can do that. ROSE I have to get back, they'll miss me. Please, Jack, for both our sakes, leave me alone. CUT TO:

INT. FIRST CLASS LOUNG – DAY 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 DuffGordon are taking tea. Rose is silent and still as a porcelain figurine as the conversation washes around her. RUTH Of course the invitations had to be sent back to the printers twice. And the bridesmaids dresses! Let me tell you what an odyssey that has been... TRACKING SLOWLY IN on Rose as Ruth goes on.

REVERSE – ROSE'S POV

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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. ROSE Oh, look what I've done. CUT TO:

EXT. TITANIC – DAY 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... ROSE Hello, Jack. He turns and she is standing there. ROSE I changed my mind. 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. ROSE Fabrizio said you might be up – JACK Sssshh. Come here. He puts his hands on her waist. As if he is going to kiss her. JACK Close your eyes. 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. JACK Okay. Open them.

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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. ROSE I'm flying! She leans forward, arching her back. He puts his hands on her waist to steady her. JACK (singing softly) Come Josephine in my flying machine... 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 power and optimism, lifting her, buoying her forward on a magical journey, soaring onward into a night without fear. 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. FLEET Wish I had those bleedin' binoculars.

JACK AND ROSE Embracing at the bow rail, DISSOLVE SLOWLY AWAY, leaving the ruined bow of the WRECK – CUT TO:

INT. KELDYSH IMAGING SHACK OLD ROSE blinks, seeming to come back to the present. She sees the wreck on the screen, the sad ghost ship deep in the abyss. ROSE That was the last time Titanic ever saw daylight. Brock Lovett changes the tape in the minicassette recorder.

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BROCK So we're up to dusk on the night of the sinking. Six hours to go. BODINE Don't you love it? There's Smith, he's standing there with the iceberg warning in his fucking hand... (remembering Rose) ... excuse me... in his hand, and he's ordering more speed. BROCK 26 years of experience working against him. He figures anything big enough to sink the ship they're going to see in time to turn. But the ship's too big, with too small a rudder... it can't corner worth shit. Everything he knows is wrong. Rose is ignoring this conversation. She has the art-nouveau comb with the jade butterfly on the handle in her hands, turning it slowly. She is watching a monitor, which shows the ruins of Suite B-52/56. PUSH IN until the image fills frame. TRANSITION:

INT. ROSE'S SUITE ... 1912. Like in a dream the beautiful woodwork and satin upholstery emerge from the rusted ruin. Jack is overwhelmed by the opulence of the room. He sets his sketchbood and drawing materials on the marble table. ROSE Will this light do? Don't artists need good light? JACK (bad French accent) Zat is true, I am not used to working in such 'orreeble conditions. (seeing the paintings) Hey... Monet! He crouches next to the paintings stacked against the wall. JACK Isn't he great... the use of color? I saw him once... through a hole in this garden fence in Giverny. She goes into the adjoining walk-in wardrobe closet. He sees her go to the safe and start working the combination. He's fascinated. ROSE Cal insist on luggin this thing everywhere. JACK Should I be expecting him anytime soon?

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ROSE Not as long as the cigars and brandy hold out. CLUNK! She unlocks the safe. Glancing up, she meets his eyes in the mirror behind the safe. She opens it and removes the necklace, then holds it out to Jack who takes it nervously. JACK What is it? A sapphire? ROSE A diamond. A very rare diamond, called the Heart of the Ocean. Jack gazes at wealth beyond his comprehension. ROSE I want you to draw me like your French girl. Wearing this. (she smiles at him) Wearing only this. He looks up at her, surprised, and we... CUT TO:

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.

IN THE SITTING ROOM Jack is laying out his pencils like surgical tools. His sketchbook is open and ready. He looks up as she comes into the room, wearing a silk kimono. ROSE The last thing I need is another picture of me looking like a china doll. As a paying customer, I expect to get what I want. She hands him a dime and steps back, parting the kimono. The blue stone lies on her creamy breast. Her heart is pounding as she slowly lowers the robe. Jake looks so stricken, it is almost comical. The kimono drops to the floor (this is all in cuts, lyrical). ROSE Tell me when it looks right to you. She poses on the divan, settling like a cat into the position we remember from the drawing... almost. JACK Uh... just bend your left leg a little and... and lower your head. Eyes to me. That's it.

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Jack starts to sketch. He drops his pencil and she stifles a laugh. ROSE I believe you are blushing, Mr. Big Artiste. I can't imagine Monsieur Monet blushing. JACK (sweating) He does landscapes. TIGHT ON JACK as his eyes come up to look at her over the top edge of his sketchpad. We have seen this image of him before, in her memory. It is an image she will carry the rest of her life. Despite his nervousness, he draws with sure strokes, and what emerges is the best thing he has ever done. Her pose is languid, her hands beautiful, and her eyes radiate her energy. PUSH SLOWLY IN ON ROSE'S FACE... TRANSITION:

INT. KELDYSH / IMAGING SHACK MATCH DISSOLVE/MORPH to Rose, 101 years old. Only her eyes are the same. OLD ROSE My heart was pounding the whole time. It was the most erotic moment of my life... up till then at least.

CUT TO REVERSE: A semicircle of listeners staring in rapt, frozen silence. The story of Jack and Rose has finally and completely grabbed them. BODINE What, uh... happened next? OLD ROSE (smiling) You mean, did we "do it"? CUT TO:

INT. ROSE AND CAL'S SUITE – NIGHT BACK TO 1912. Jack is signing the drawing. Rose, wearing her kimono again, is leaning on his shoulder, watching. OLD ROSE (V.O.) Sorry to disappoint you Mr. Bodine. Rose gazes at the drawing. He has X-rayed her soul.

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ROSE Date it, Jack. I want to always remember this night. He does: 4/14/1912. Rose meanwhile scribbles a note on a piece of Titanic stationary. We don't see what it says. She accepts the drawing from him, and crosses to the safe in the wardrobe. She puts the diamond back in the safe, placing the drawing and the note on top of it. Closes the door with a CLUNK! CUT TO:

INT. FIRST CLASS SMOKING ROOM – NIGHT Lovejoy enters from the Palm Court through the revolving door and crosses the room toward Hockley. A fire is blazing in the marble fireplace, and the usual fatcats are playing cards, drinking and talking. Cal sees Lovejoy and detaches from his group, coming to him. LOVEJOY None of the stewards have seen her. CAL (low but forceful) This is ridiculous, Lovejoy. Find her. CUT TO:

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

ON THE BRIDGE Captain Smith peers out at the blackness ahead of the ship. QUARTERMASTER HITCHINS brings him a cup of hot tea with lemon. It steams in the bitter cold of the open bridge. Second Officer Lightoller is next to him, staring out at the sheet of black glass the Atlantic has become. LIGHTOLLER I don't think I've ever seen such a flat calm, in 24 years at sea. SMITH Yes, like a mill pond. Not a breath of wind. LIGHTOLLER It's make the bergs harder to see, with no breaking water at the base. SMITH Mmmmm. Well, I'm off. Maintain speed and heading, Mr. Lightoller.

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LIGHTOLLER Yes sir. SMITH And wake me, of course, if anything becomes in the slightest degree doubtful. CUT TO:

INT. ROSE AND CAL'S SUITE Rose, fully dressed now, returns to the sitting room. They hear a key in the lock. Rose takes Jack's hand and leads him silently through the bedrooms. Lovejoy enters by the sitting room door. LOVEJOY Miss Rose? Hello? He hears a door opening and goes through Cal's room toward hers. CUT TO:

INT. CORRIDOR OUTSIDE SUITE Rose and Jack come out of her stateroom, closing the door. She leads him quickly along the corridor toward the B deck foyer. They are halfway across the open space when the sitting room door opens in the corridor and Lovejoy comes out. The valet sees Jack with Rose and hustles after them. ROSE Come on! She and Jack break into a run, surprising the few ladies and gentlemen about. Rose leads him past the stairs to the bank of elevators. They run into one, shocking the hell out of the OPERATOR. ROSE Take us down. Quickly, quickly! The Operator scrambles to comply. Jack even helps him close the steel gate. Lovejoy runs up as the lift starts to descend. He slams one hand on the bars of the gate. Rose makes a very rude and unladylike gesture, and laughs as Lovejoy disappears above. The Operator gapes at her. CUT TO:

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

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INT. F-DECK CORRIDORS / FAN ROOM A functional space, with access to a number of machine spaces (fan rooms, boiler uptakes). Jack and Rose are leaning against a wall, laughing. JACK Pretty tough for a valet, this fella. ROSE He's an ex-Pinkerton. Cal's father hired him to keep Cal out of trouble... to make sure he always got back to the hotel with his wallet and watch, after some crawl through the less reputable parts of town... JACK Kinda like we're doin' right now – uh oh! Lovejoy has spotted them from a cross-corridor nearby. He charges toward them. Jack and Rose run around a corner into a blind alley. There is one door, marked "CREW ONLY", and Jack flings it open. They enter a roaring RAN ROOM, with no way out but a ladder going down. Jack latches the deadbolt on the door, and Lovejoy slams against it a moment later. Jack grins at Rose, pointing to the ladder. JACK After you, m'lady. CUT TO:

INT. BOILER ROOM FIVE AND SIX Jack and Rose come down the escape ladder and look around in amazement. It is like a vision of hell itself, with the roaring furnaces and black figures moving in the smoky glow. They run the length of the boiler room, dodging amazed stokers, and trimmers with their wheelbarrows of coal. JACK (shouting over the din) Carry on! Don't mind us! They run through the open watertight door into BOILER ROOM SIX. Jack pulls her through the fiercely hot alley between two boilers and they wind up in the dark, out of sight of the working crew. Watching from the shadows, they see the stokers working in the hellish glow, shovelling coal into the insatiable maws of the furnaces. The whole place thunders with the roar of the fires. CUT TO:

INT. FIRST CLASS SMOKING ROOM Amid unparalled luxury, Cal sits at a card game, sipping brandy. COLONEL GRACIE We're going like hell I tel you. I have fifty dollars that says we make it into New York Tuesday night!

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

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

INT. HOLD #2 Jack and Rose enter and run laughing between the rows of stacked cargo. She hugs herself against the cold, after the dripping heat of the boiler room. They come upon William Carter's brand new RENAULT touring car, lashing down to a pallet. It looks like a royal coach from a fairy tale, its brass trim and headlamps nicely set off by its deep burgundy color. Rose climbs into the plushly upholstered back seat, acting very royal. There are cut crystals bud vases on the walls back there, each containing a rose. Jack jumps into the driver's seat, enjoying hte feel of the leather and wood. JACK Where to, Miss? ROSE To the stars.

ON JACK As her hands come out of the shadows and pull him over the seat into the back. He lands next to her, and his breath seems loud in the quiet darkness. He looks at her and she is smiling. It is the moment of truth. JACK Are you nervous? ROSE Au contraire, mon cher. He strokes her face, cherishing her. She kisses his artist's fingers. ROSE Put your hands on me Jack. He kisses her, and she slides down in the seat under his welcome weight. CUT TO:

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INT. WIRELESS ROOM A BRILLIANT ARC OF ELECTRICITY fills frame – the sparks gap of the Marconi instrument as SENIOR WIRELESS OPERATOR JACK PHILLIPS (24) rapidly keys out a message. Junior Operator Bride looks through the huge stack of outgoing messages swamping them. BRIDE Look at this one, he wants his private train to meet him. La dee da. (slaps them down) We'll be up all bloody night on this lot. Phillips start to receive an incoming message from a nearby ship, the Leyland frieghter CALIFORNIAN, which jams his outgoing signal. At such close range, the beeps are deafening. PHILLIPS Christ! It's that idiot on the Californian. Cursing, Phillips furiously keys a rebuke. CUT TO:

INT. / EXT. WIRELESS SHAK / FREIGHTER CALIFORNIAN Wireless Operater CYRIL EVANS pulls his earphone off his ear as the Titanic's spark deafens him. he translates the message for THIRD OFFICER GROVES. EVANS Stupid bastard. I try to warn him about the ice, and he says "Keep out. Shut up. I'm working Cape Race." GROVES Now what's he sending? EVANS "No seasickness. Poker business good. Al". Well that's it for me. I'm shutting down. As Evans wearily switches off his generator, Groves goes out on deck. PAN OFF Him to reveal the ship is stopped fifty yards from the edge of a field of pack ice and icebergs stretching as far as the eye can see. CUT TO:

EXT. OCEAN / TITANIC ON TITANIC Steaming hellbent through the darkness, hurling up white water at the bows. The bow comes straight at us, until the bow wave WIPES THE FRAME – CUT TO:

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INT. HOLD #2 PUSHING IN on the rear window of the Renault, which is completely fogged up. Rose's hand comes up and slams against the glass for a moment, making a handprint in the veil of condensation.

INSIDE THE CAR Jack's overcoat is liek a blanket over them. It stirs and Rose pulls it down. They are huddled under it, intertwined, still mostly clothed. Their faces are flushed and they look at each other wonderingly. She puts her hand on his face, as if making sure he is real. ROSE You're trembling. JACK It's okay. I'm alright. He lays his cheek against her chest. JACK I can feel your heart beating. She hugs his head to her chest, and just holds on for dear life. OLD ROSE (V.O.) Well, I wasn't the first teenage girl to get seduced in the backseat of a car, and certainly not the last, by several million. He had such fine hands, artists' hands, but strong too... roughened by work. I remember their touch even now. CUT TO:

EXT. ATLANTIC / TITANIC – NIGHT The bow sweeps under us, and the CAMERA CLIMBS toward the foremast and the tiny halfcylinder of the crow's nest, which grows as we push in on lookouts Fleet and Lee. They are stamping their feet and swinging their arms, trying to keep warm in the 22 knot freezing wind, which whips capor of their breath away behind. FLEET You can smell ice, you know, when it's near. LEE Bollocks. FLEET Well I can. CUT TO:

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

INT. CAL AND ROSE'S SUITE Cal stands at the open safe. He stares at the drawing of Rose and his face clenches with fury. He reads the not again: "DARLING, NOW YOU CAN KEEP US BOTH LOCKED IN YOUR SAFE, ROSE". Lovejoy, standing behind him, looks over his shoulder at the drawing. Cal crumples Rose's not, then takes the drawing in both hands as if to rip it in half. He tenses to do it, then stops himself. CAL I have a better idea. CUT TO:

INT. HOLD #2 – NIGHT The two stewards enter. They have electric torches and play the beams around the hold. They spot the Renault with its fogged up rear window and approach it slowly.

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

REVERSE: The back seat is empty. CUT TO:

EXT. FORWARD WELL DECK AND CROW'S NEST – NIGHT Rose and Jack, fully dressed, come through a crew door onto the deck. They can barely stand, they are laughing so hard. UP ABOVE THEM, IN THE CROW'S NEST, lookout Fleet hears the disturbance below and looks around and back down to the well deck, where he can see two figures embracing. Jack and Rose stand in each others arms. Their breath clouds around them in the now freezing air, but they don't even feel the cold.

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ROSE When this ship docks, I'm getting off with you. JACK This is crazy. ROSE I know. It doesn't make any sense. That's why I trust it. Jack pulls her to him and kisses her fiercely.

IN THE CROW'S NEST Fleet nudges Lee. FLEET Cor... look at that, would ya. LEE They're a bloody sight warmer than we are. FLEET Well if that's what it takes for us two to get warm, I'd rather not, if it's all the same. They both have a good laugh at that one. It is Fleet whose expression falls first. Glancing forward again, he does a double take. The color drains out of his face.

FLEET'S POV A massive iceberg right in their path, 500 yards out. FLEET Bugger me!! Fleet reaches past Lee and rings the lookout bell three times, then grabs the telephone, calling the bridge. He waits precious seconds for it to be picket up, never taking his eyes off the black mass ahead. FLEET Pick up, ya bastard. CUT TO:

INT. / EXT. BRIDGE Inside the enclosed wheelhous, SIXTH OFFICER MOODY walks unhurriedly to the telephone, picking it up. FLEET (V.O.) Is someone there? MOODY

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Yes. What do you see? FLEET Iceberg right ahead! MOODY Thankyou. (hangs up, calls to Murdoch) Iceberg right ahead! Murdoch sees it and rushes to the engine room telegraph. While signaling "FULL SPEED ASTERN" he yells to Quartermaster Hitchins, who is at the wheel. MURDOCH Hard a' starboard. MOODY (standing behind Hitchins) Hard'a starboard. The helm is hard over, sir.

CRASH SEQUENCE / SERIES OF CUTS: CHIEF ENGINEER BELL is just checking the soup he has warming on a steam manifold when the engine telegraph clangs, then goes... incredibly... to FULL SPEED ASTERN. He and the other ENGINEERS just stare at it a second, unbelieving. Then Bell reacts. BELL Full astern! FULL ASTERN!! The engineers and greasers like madmen to close steam valves and start braking the mighty propeller shafts, big as Sequias, to a stop.

IN BOILER ROOM SIX Leading Stoker FREDERICK BARRETT is standing with 2nd Engineer JAMES HESKETH when the red warning light and "STOP" indicator come on. BARRETT Shut all dampers! Shut 'em!!

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.

IN THE CROW'S NEST Frederick Fleet braces himself.

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THE BOW OF THE SHIP Thunders right at CAMERA and – KRUUUNCH!! The ship hits the berg on its starboard bow.

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.

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.

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.

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.

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.

ON THE BRIDGE Murdoch rings the watertight door alarm. He quicky throws the switch that closes them. MURDOCH Hard a 'port! Judging the berg to be amidships, he is trying to clear the stern.

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

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furnaces. Barrett yells to the stokers scrambling through the door as it comes down like a slow guillotine. BARRETT Go Lads! Go! Go! He dives through into Boiler Room 5 just before the door rumbles down with a CLANG.

JACK AND ROSE Rush to the starboard rail in time to see the berg moving aft down the side of the ship. In his stateroom, surrounded by piles of plans while making notes in his ever-present book, Andrews looks up at the sound of a cut-crystal light fixture tinkling like a windchime. He feels the shudder run through the ship. And we see it in his face. Too much of his soul is in this great ship for him not to feel its mortal wound.

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

IN THE PALM COURT With its high arched windows, Molly Brown holds up her drink to a passing waiter. MOLLY Hey, can I get some ice here, please? Silently, a moving wall of ice fills the window behind her. She doesn't see it. It disappears astern.

IN THE CROW'S NEST Fleet turns to his Lee... FLEET Oy, mate... that was a close shave. LEE Smell ice, can you? Bleedin' Christ! CUT TO:

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

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MURDOCH (stiffly, to Moody) Note the time. Enter it in the log. Captain Smith rushes out of his cabin onto the bridge, tucking in his shirt. SMITH What was that, Mr. Murdoch? MURDOCH An iceberg, sir. I put her hard a' starboard and run the engines full astern, but it was too close. I tried to port around it, but she hi... and I – SMITH Close the emergency doors. MURDOCH The doors are closed. Together they rush out onto the starboard wing, and Murdoch points. Smith looks into the darkness aft, then wheels around to FOURTH OFFICER BOHALL. SMITH Find the Carpenter and get him to sound the ship. CUT TO:

INT. G-DECK FORWARD In steerage, Fabrizio comes out into the hall to see what's going on. He sees dozens of rats running toward him in the corridor, fleeing the flooding bow. Fabrizio jumps aside as the rats run by. FABRIZIO Ma – che cazzo!

IN HIS STATEROOM Tommy gets out of his top bunk in the dark and drops down to the floor. SPLASH!! TOMMMY Cor!! What in hell?! He naps on the light. The floor is covered with 3 inches of freezing water, and more coming in. He pulls the door open, and steps out into the corridor, which is flooded. Fabrizio is running toward him, yelling something in Italian. Tommy and Fabrizio start pounding on doors, getting everybody up and out. The alarm spreads in several languages. CUT TO:

INT. FIRST CLASS CORRIDOR / A-DECK

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A couple of people have come out into the corridor in robes and slippers. A STEWARD hurries along, reassuring them. WOMAN Why have the engines stopped? I felt a shudder? STEWARD #1 I shouldn't worry, m'am. We've likely thrown a propeller blade, that's the shudder you felt. May I bring you anything? THOMAS ANDREWS brushes past them, walking fast and carrying an armload of rolled up ship's plans. CUT TO:

EXT. FORWARD WELL DECK Jack and Rose are leaning over the starboard rail, looking at the hull of the ship. JACK Looks okay. I don't see anything. ROSE Could it have damaged the ship? JACK It didn't seem like much of a bump. I'm sure we're okay. Behind them a couple of steerage guys are kicking the ice around the deck, laughing. CUT TO:

INT. STEERAGE FORWARD Fabrizio and Tommy are in a crowd of steerage men clogging the corridors, heading aft away from the flooding. Many of them have grabbed suitcases and duffel bags, some of which are soaked. TOMMY If this is the direction the rats were runnin', it's good enough for me. CUT TO:

INT. CORRIDOR ON B DECK Bruce Ismay, dressed in pajamas under the topcoat, hurries down the corridor, headed for the bridge. An officious steward named BARNES comes along the other direction, getting the few concerned passengers back into their rooms. STEWARD BARNES There's no cause for alarm. Please, go back to your rooms.

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He is stopped in his tracks by Cal and Lovejoy. STEWARD BARNES Please, sir. There's no emergency – CAL Yes there is, I have been robbed. Now get the Master at Arms. Now you moron! CUT TO:

INT. BRIDGE / CHARTROOM CLOSEUP OF CAPTAIN SMITH studying the commutator. He turns to Andrews, standing behind him. SMITH A five degree list in less than ten minutes. SHIP'S CARPENTER JOHN HUTCHINSON enters behind him, out of breath and clearly unnerved. HUTCHINSON She's making water fast... in the forepeak tank and the forward holds, in boiler room six. Ismay enters, his movements quick with anger and frustration. Smith glances at him with annoyance. ISMAY Why have we stopped? SMITH We've struck ice. ISMAY Well, do you think the ship is seriously damaged? SMITH (glaring) Excuse me. Smith pushes past him, with Andrews and Hutchinson in tow. CUT TO:

INT. BOILER ROOM 6 Strokers and firemen are struggling to draw the fires. They are working in waist deep water churning around as it flows into the boiler room, ice cold and swirling with grease from the machinery. Chief Engineer Bell comes partway down the ladder and shouts.

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BELL That's it, lads. Get the hell up! They scramble up the escape ladders. CUT TO:

EXT. B-DECK FORWARD / WELL DECK The gentlemen, now joined by another man, leans on the forward rail watching the steerage men playing soccer with chunks of ice. GENTLEMAN I guess it's nothing too serious. I'm going back to my cabin to read. A 20ish YALE MAN pops through the door wearing a topcoat over pajamas. YALEY Say, did I miss the fun? Rose and Jack come up the steps from the well deck, which are right next to the three men. They stare as the couple climbs over the locked gate. A moment later Captain Smith rounds the corner, followed by Andrews and Carpenter Hutchinson. They have come down from the bridge by the outside stairs. The three men, their faces grim, crush right past Jack and Rose. Andrews barely glances at her. SMITH Can you shore up? HUTCHINSON Not unless the pumps get ahead. The inspection party goes down the stairs to the well deck. JACK (low, to her) It's bad. ROSE We have to tell Mother and Cal. JACK Now it's worse. ROSE Come with me, Jack. I jump, you jump... Right? JACK Right. Jack follows Rose through the door inside the ship. CUT TO:

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INT. B-DECK FOYER / CORRIDOR Jack and Rose cross the foyer, entering the corridor. Lovejoy is waiting for them in the hall as they approach the room. LOVEJOY We've been looking for you miss. Lovejoy follows and, unseen, moves close behind Jack and smoothly slips the diamond necklace into the pocket of his overcoat. CUT TO:

INT. ROSE AND CAL'S SUITE Cal and Ruth wait in the sitting room, along with the Master at Arms and two stewards (Steward #1 and Barnes). Silence as Rose and Jack enter. Ruth closes her robe at her throat when she sees Jack. ROSE Something serious has happened. CAL That's right. Two things dear to me have disappeared this evening. Now that one is back... (he looks from Rose to Jack) ... I have a pretty good idea where to fine the other. (to Master at Arms) Search him. The Master at Arms steps up to Jack. MASTER AT ARMS Coat off, mate. Lovejoy pulls at Jack's coat and Jack shakes his head in dismay, shrugging out of it. The Master at Arms pats him down. JACK This is horseshit. ROSE Cal, you can't be serious! We're in the middle of an emergency and you – Steward Barnes pulls the Heart of the Ocean out of the pocket of Jack's coat. STEWARD BARNES Is this it? Rose is stunned. Needless to say, so is Jack. CAL

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That's it. MASTER AT ARMS Right then. Now don't make a fuss. He starts to handcuff Jack. JACK Don't you believe it, Rose. Don't! ROSE (uncertain) He couldn't have. CAL Of course he could. Easy enough for a professional. He memorized the combination when you opend the safe.

FLASHBACK Rose at the safe, looking in the mirror and meeting Jack's eyes as he stands behind her, watching. ROSE But I was with him the whole time. CAL (just to her, low and cold) Maybe he did it while you were putting your clothes back on. JACK They put it in my pocket! LOVEJOY (holding Jack's coat) It's not even your pocket, son. (reading) "Property of A. L. Ryerson". Lovejoy shows the coat to the Master at Arms. There is a label inside the collar with the owner's name. MASTER AT ARMS That was reported stolen today. JACK I was going to return it! Rose-Rose feels utterly betrayed, hurt and confused. She shrinks away from him. He starts shouting to her as Lovejoy and the Master at Arms drag him out into the hall. She can't look him in the eye. JACK Rose, don't listen to them... I didn't do this! You know I didn't! You know it!

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She is devastated. Her mother lays a comforting hand on her shoulder as te tears well up. RUTH Why do women believe men? CUT TO:

INT. MAIL SORTING ROOM / HOLD Smith and Andrews come down the steps to the Mail Sorting Room and finds the clerks scrambling to pull mail from the racks. They are furiously hauling wet sacks of mail up from the hold below. Andrews climbs partway down the stairs to the hold, which is almost full. Sacks of mail float everywhere. The lights are still on below the surface, casting an eerie glow. The Renault is visible under the water, the brass glinting cheerfully. Andrews looks down as the water covers his shoe, and scrambles back up the stairs. CUT TO:

INT. BRIDE / CHARTROOM Andrews unrolls a big drawing of the ship across the chartroom table. It is a side elevation, showing all the watertight bulkheads. His hands are shaking. Murdoch and Ismay hover behind Andrews and the Captain. ISMAY When can we get underway, do you think? Smith glares at him and turns his attention to Andrews' drawing. The builder points to it for emphasis as he talks. ANDREWS Water 14 feet above the keel in ten minutes... in the forepeak... in all three holds... and in boiler room six. SMITH That's right. ANDREWS Five compartments. She can stay afloat with the first four compartments breached. But not five. Not five. As she goes down by the head the water will spill over the tops of the bulkheads... at E Deck... from one to the next... back and back. There's no stopping it. SMITH The pumps – ANDREWS The pumps buy you time... but minutes only. From this moment, no matter what we do, Titanic will founder. ISMAY

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But this ship can't sink! ANDREWS She is made of iron, sir. I assure you, she can. And she will. It is a mathematical certainty. Smith looks like he has been gutpunched. SMITH How much time? ANDREWS An hour, two at most. Ismay reels as his dream turns into his worst nightmare. SMITH And how many aboard, Mr. Murdoch? MURDOCH Two thousand two hundred souls aboard, sir. A long beat. Smith turns to his employer. SMITH I believe you may get your headlines, Mr. Ismay. CUT TO:

EXT. BOAT DECK Andrews is striding along the boat deck, as seamen and officers scurry to uncover the boats. Steam is venting from pipes on the funnes overhead, and the din is horrendous. Speech is difficult adding to the crew's level of disorganization. Andrews sees some men fumbling with the mechanism of one of the Wellin davits and yells to them over the roar of steam. ANDREWS Turn to the right! Pull the falls taut before you unchock. Have you never had a boat drill? SEAMAN No sir! Not with these new davits, sir. He looks around, disguisted as the crew fumble with the davits, and the tackle for the "falls"... the ropes which are used to lower the boats. A few passengers are coming out on deck, hesitantly in the noise and bitter cold. CUT TO:

INT. ROSE AND CAL'S SUITE From inside the sitting room they can hear knocking and voices in the corridor. RUTH

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I had better go dress. Ruth exits and Hockley crosses to Rose. He regards her coldly for a moment, then SLAPS her across the face. CAL It is a little slut, isn't it? To Rose the blow is inconsequential compared to the blow her heart has been given. Cal grabs her shoulders roughly. CAL Look at me, you little – There is a loud knock on the door and an urgent voice. The door opens and their steward puts his head in. STEWARD BARNES Sir, I've been told to ask you to please put on your lifebelt, and come up to the boat deck. CAL Get out. We're busy. The steward persists, coming in to get the lifebelts down from the top of a dresser. STEWARD I'm sorry about the inconvenience, Mr. Hockley, but it's Captain's orders. Please dress warmly, it's quite cold tonight. (he hands a lifebelt to Rose) Not to worry, miss, I'm sure it's just a precaution. CAL This is ridiculous. In the corridor outside the stewards are being so polite and obsequious they are conveying no sense of danger whatsoever. However, it's another story in... CUT TO:

INT. STEERAGE BERTHING AFT BLACKNESS. Then BANG! The door is thrown open and the lights snapped on by a steward. The Cartmell family rouses from a sound sleep. STEWARD #2 Everybody up. Let's go. Put your lifebelts on.

IN THE CORRIDOR OUTSIDE Another steward is going from door to door along the hall, pouncing and yelling. STEWARD #2

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Lifebelts on. Lifebelts on. Everybody up, come on. Lifebelts on... People come out of the doors behind the steward, perplexed. In the foreground a SYRIAN WOMAN asks her husband what was said. He shrugs. CUT TO:

INT. WIRELESS ROOM ON PHILLIPS Looking shocked. PHILLIPS CQD, sir? SMITH That's right. The distress call. CQD. Tell whoever responds that we are going down by the head and need immediate assistance. Smith hurries out. PHILLIPS Blimey. BRIDE Maybe you ought to try that new distress call... S.O.S. (grinning) It may be our only chance to use it. Phillips laughs in spite of himself and starts sending history's first S.O.S. Dit dit dit, da da da, dit dit dit... over and over. CUT TO:

EXT. BOAT DECK Thomas Andrews looks around in amazement. The deck is empty except for the crew fumbling with the davits. He yells over the roar of the steam to First Officer Murdoch. ANDREWS Where are all the passengers? MURDOCH They've all gone back inside. Too damn cold and noisy for them. Andrews feels like he is in a bad dream. He looks at his pocketwatch and heads for the foyer entrance. CUT TO:

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INT. A-DECK FOYER A large number of First Class passengers have gathered near the staircase. They are getting indignant about the confusion. Molly Brown snags a passing YOUNG STEWARD. MOLLY What's doing, sonny? You've got us all trussed up and now we're cooling our heels. The young steward backs away, actually stumbling on the stairs. YOUNG STEWARD Sorry, mum. Let me go and find out. The jumpy piano rhythm of "Alexander's Ragtime Band" comes out of the first class lounge a few yards away. Band leader WALLACE HARTLEY has assembled some of his men on Captain's orders, to allay panic. Hockley's entourage comes up to the A-deck foyer. Cal is carrying the lifebelts, almost as an afterthought. Rose is like a sleepwalker. CAL It's just the God damned English doing everything by the book. RUTH There's no need for language, Mr. Hockley. (to Trudy) Go back and turn the heater on in my room, so it won't be too cold when we get back. Thomas Andrews enters, looking around the magnificent room, which he knows is doomed. Rose, standing nearby, sees his heartbroken expression. She walks over to him and Cal goes after her. ROSE I saw the iceberg, Mr. Andrews. And I see it in your eyes. Please tell me the truth. ANDREWS The ship will sink. ROSE You're certain? ANDREWS Yes. In an hour or so... all this... will be at the bottom of the Atlantic. CAL My God. Now it is Cal's turn to look stunned. The Titanic? Sinking? ANDREWS

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Please tell only who you must, I don't want to be responsible for a panic. And get to a boat quickly. Don't wait. You remember what I told you about the boats? ROSE Yes, I understand. Thankyou. Andrews goes off, moving among the passengers and urging them to put on their lifebelts and get to the boats. CUT TO:

INT. MASTER AT ARMS OFFICE Lovejoy and the Master at Arms are handcuffing Jack to a 4" WATER PIPE as a crewman rushes in anxiously and almost blurts to the Master at Arms – CREWMAN You're wanted by the Purser, sir. Urgently. LOVEJOY Go on. I'll keep an eye on him. Lovejoy pulls a pearl handled Colt .45 automatic from under his coat. The Master at Arms nods and tosses the handcuff key to Lovejoy, then exits with the crewman. Lovejoy flips the key in the air. Catches it. CUT TO:

INT. BRIDGE Junior Wireless Operator Bride is relaying a message to Captain Smith from the CUNARD LINER CARPATHIA. BRIDE Carpathia says they're making 17 knots, full steam for them, sir. SMITH And she's the only one who's responding? BRIDE The only one close, sir. She says they can be here in four hours. SMITH Four hours! The enormity of it hits Smith like a sledgehammer blow. SMITH Thank you, Bride. He turns as Bride exits, and looks out onto the blackness.

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SMITH (to himself) My God. CUT TO: EXT. BOAT DECK – NIGHT Lightoller has his boats swung out. He is standing amidst a crowd of uncertain passengers in all states of dress and undress. One first class woman is barefoot. Others are in stockings. The maitre of the restaurant is in top hat and overcoat. Others are still in evening dress, while some are in bathrobes and kimonos. Women are wearing lifebelts over velvet gowns, then topping it with sole stoles. Some brought jewels, others books, even small dogs. Lightoller sees Smith walking stiffly toward him and quickly goes to him. He yells into the Captain's ear, through cupped hands, over the roar of the steam... LIGHTOLLER Hadn't we better get the women and children into the boats, sir? Smith just nods, a bit abstractly. The fire has gone out of him. Lightoller sees the awesome truth in Smith's face. LIGHTOLLER (to the men) Right! Start the loading. Women and children! The appalling din of escaping steam abruptly cuts off, leaving a sudden unearthly silence in which Lightoller's voice echoes.

ON WALLACE HARTLEY Raising his violin to play. HARTLEY Number 26. Ready and – The band has reassembled just outside the First Class Entrance, port side, near where Lightoller is calling for the boats to be loaded. They strike up a waltz, lively and elegant. The music wafts all over the ship. LIGHTOLLER Ladies, please. Step into the boat. Finally one soman steps across the gap, into the boat, terrified of the drop to the water far below. WOMAN IN CROWD You watch. They'll put us off in these silly little boats to freeze, and we'll all be back on board by breakfast. Cal, Rose and Ruth come out of the doors near the band. RUTH

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My brooch, I left my brooch. I must have it! She turns back to go to her room but Cal takes her by the arm, refusing to let her go. The firmness of his hold surprises her. CAL Stay here, Ruth. Ruth sees his expression, and knows fear for the first time. CUT TO:

INT. STEERAGE BERTHING AFT / CORRIDORS AND STAIRWELL It is chaos, with stewards pushing their way through narrow corridors clogged with peopel carrying suitcases, duffel bags, children. Some have lifebelts on, others don't. STEWARD #2 (to Steward #3) I told the stupid sods no luggage. Aw, bloody hell! He throws up his hand at the sight of a family, loaded down with cases and bags, completely blocking the corridor. Fabrizio and Tommy push past the stewards, going the other way. They rech a huge crowd gathered at the bottom of the MAIN 3RD CLASS STAIRWELL. Fabrizio spots Helga with the rest of the Dahl family, standing patiently with suitcases in hand. He reaches her and she grins, hugging him. Tommy pushes to where he can see what's holding up the group. There is a steel gate across the top of the stairs, with several stewards and seamen on the other side. STEWARD Stay calm, please. It's not time to go up to the boats yet. Near Tommy, an IRISHWOMAN stands stoically with two small children and their battered luggage. LITTLE BOY What are we doing, mummy? WOMAN We're just waiting, dear. When they fiish putting First Class people in the boats, they'll be startin' with us, and we'll want to be all ready, won't we? CUT TO:

EXT. STARBOARD SIDE Boat 7 is less than half full, with 28 aboard a boat made for 65. FIRST OFFICER MURDOCH Lower away! By the left and right together, stady lads!

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

EXT. / INT. TITANIC HULL AND MASTER AT ARMS OFFICE TRACKING along the rows of portholes angling down into the water. Under the surface, they glow green. PUSHING IN on one porthole which is have submerged. Inside we see Jack, looking apprehensively at the water rising up the glass.

INSIDE THE MASTER AT ARMS' OFFICE Jack sits chained to the waterpipe, next to the porthole. Lovejoy sits on the edge of a desk. He puts a .45 bullet on the desk and watches it roll across and fall off. He picks up the bullet. LOVEJOY You know... I believe this ship may sink. (crosses to Jack) I've been asked to give you this small token of our appreciation... He punches Jack hard in the stomach, knocking the wind out of him. LOVEJOY Compliments of Mr. Caledon Hockley. Lovejoy flips the handcuff key in the air, catches it and puts it in his pocket. He exits. Jack is left gasping, handcuffed to the pipe. CUT TO:

EXT. BOAT DECK / STARBOARD SIDE, FORWARD At the stairwell rail on the bridge wing, Fourth Officer Boxhall and Quartermaster Rowe light the first distress rocket. It shoots into the sky and EXPLODES with a thunderclap over the ship, sending out white starbursts which light up the entire deck as they fall. WHIP PAN off the starbursts to Ismay. The Managing Director of White Star Line is cracking. Already at the breaking point from his immense guilt, the rocket panics him. He starts shouting at the officers struggling with the falls of BOAT 5. ISMAY There is no time to waste! (yelling and waving his arms) Lower away! Lower away! Lower away! FIFTH OFFICER LOWE, a baby-faced 28, and the youngest officer, looks up from the tangled falls at the madman.

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LOWE Get out of the way, you fool! ISMAY Do you know who I am? Lowe, not having a clue nor caring, squares up to Ismay. LOWE You're a passenger. And I'm a ship's bloody officer. Now do what you're told! (turning away) Steady men! Stand by the falls! ISMAY (numbly, backing away) Yes, quite right. Sorry. CUT TO:

EXT. BOAT DECK / PORT SIDE SECOND OFFICER LIGHTOLLER is loading the boat nearest Cal and Rose... Boat 6. LIGHTOLLER Women and children only! Sorry sir, no men yet. Another rocket bursts overhead, lighting the crowd. Startled faces turn upward. Fear now in the eyes. DANIEL MARVIN has his Biograph camera set up, cranking away... hoping to get an exposure off the rocket's light. he has Mary posed in front of the scene at the boats. MARVIN You're afraid, darling. Scared to death. That's it! Either she suddenly learned to act or she is petrified. ROSE watches the farewells taking pace right in front of her as they step closer to the boat. Husbands saying goodbye to wives and children. Lovers and friends parted. Nearby MOLLY is getting a reluctant woman to board the boat. MOLLY Come on, you heard the man. Get in the boat, sister. RUTH Will the lifeboats be seated according to class? I hope they're not too crowded – ROSE Oh, Mother shut up! (Ruth freezes, mouth open) Don't you understand? The water is freezing and there aren't enough boats... not enough by half. Half the people on this ship are going to die.

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CAL Not the better half. PUSH IN ON ROSE'S FACE as it hits her like a thunderbolt. Jack is third class. He doesn't stand a chance. Another rocket bursts overhead, bathing her face in white light. ROSE You unimaginable bastard. MOLLY Come on, Ruth, get in the boat. These are the first class seats right up here. That's it. Molly practically hands her over to Lightoller, then looks around for some other women who might need a push. MOLLY Come on, Rose. You're next, darlin'. Rose steps back, shaking her head. RUTH Rose, get in the boat! ROSE Goodbye, mother. Ruth, standing in the tippy lifeboat, can do nothing. Cal grabs Rose's arm but she pulls free and walks away through the crowd. Cal catches up to Rose and grabs her again, roughly. CAL Where are you going? To him? Is that it? To be a whore to that gutter rat? ROSE I'd rather be his whore than your wife. He clenches his jaw and squeezes her arm viciously, pulling her back toward the lifeboat. Rose pulls out a hairpin and jabs him with it. he lets go with a curse and she runs into the crowd. LIGHTOLLER Lower away!! RUTH Rose! ROSE!! MOLLY Stuff a sock in it, would ya, Ruth. She'll be along. The boat lurches downward as the falls are paid out. TRACKING WITH ROSE, as she runs through the clusters of people. She looks back and a furious Cal is coming after her. She runs breathlessly up to two proper looking men.

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ROSE That man tried to take advantage of me in the crowd! Appalled, they turn to see Cal running toward them. Rose runs on as the two men grab Cal, restraining him. She runs throught the First Class entrance. Cal breaks free and runs after her. He reaches the entrance, but runs into a knot of people coming out. He pushes rudely through them... CUT TO:

INT. BOAT DECK FOYER / STAIRCASE / A-DECK FOYER Cal runs in, and down to the landing, pushing past the gentlemen and ladies who are filling up the stairs. He scans the A-deck foyer. Rose is gone. CUT TO:

EXT. OCEAN / TITANIC / BOAT 6 The hull of Titanic looms over Boat 6 like a cliff. Its enormous mass is suddenly threatening to those in the tiny boat. Quartermaster Hitchins, at the tiller, wants nothing but to get away from the ship. Unfortunately his two seamen can't row. They flail like a duck with a broken wing. HITCHINS Keep pulling... away from the ship. Pull. MOLLY Ain't you boys ever rowed before? Here, gimme those oars. I'll show ya how it's done. She climbs over Ruth to get at the oars, stepping on her feet. Around them the evacuation is in full swing, with boats in the water, others being lowered. CUT TO:

INT. MASTER AT ARMS OFFICE / CORRIDOR Jack pulls on the pipe with all his strength. It's not budging. He hears gurgling sound. Water pours under the door, spreading rapidly across the floor. JACK Shit. He tries to pull one hand out of the cuffs, working until the skin is raw... no good. JACK Help!! Somebody!! Can anybody hear me?! (to himself) This could be bad.

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

INT. FIRST CLASS CORRIDOR Thomas Andrews is opening stateroom doors, checking that people are out. ANDREWS Anyone in here? Rose runs up to him, breathless. ROSE Mr. Andrews, thank God! Where would the Master at Arms take someone under arrest?! ANDREWS What? You have to get to a boat right away! ROSE No! I'll do this with or without your help, sir. But without will take longer. ANDREWS (beat) Take the elevator to the very bottom, go left, down the crewman's passage, then make a right. ROSE Bottom, left, right. I have it. ANDREWS Hurry, Rose. CUT TO:

INT. FOYER / ELEVATORS Rose runs up as the last Elecator Operator is closing up his lift to leave. OPERATOR Sorry, miss, lifts are closed – Without thinking she grabs him and shoves him back into the lift. ROSE I'm through with being polite, goddamnit!! I may never be polite the rest of my life! Now take me down!! The operator fumbles to close the gate and start the lift.

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CUT TO:

EXT. OCEAN / BOAT 6 Molly and the two seamen are rowing, and they've made it a hundret feet or so. Enough to see that the ship is angled down into the water, with the bow rail less than ten feet above the surface. MOLLY Come on girls, join in, it'll keep ya warm. Let's go Ruth. Grab an oar! Ruth just stares at the spectacle of the great liner, its rows of lights blazing, slanting down into the sullen black mirror of the Atlanic. CUT TO:

INT. FIRST CLASS ELEVATOR / CORRIDORS Through the wrought iron door of the elevator car Rose can see the decks going past. The lift slows. Suddenly ICE WATER is swirling around her legs. She SCREAMS in surprise. So does the operator. The car has landed in a foot of freezing water, shocking the hell out of her. She claws the door open and splashes out, hiking up her floor-length skirt so she can move. The lift goes back up, behind her, as she looks around. ROSE Left, crew passage. She spots it and slogs down the flooded corridor. The place is understandably deserted. She is on her own. ROSE Right, right... right. She turns into a cross-corridor, splashing down the hall. A row of doors on each side. ROSE Jack? Jaaacckk?? CUT TO:

INT. MASTER AT ARMS OFFICE / CORRIDOR Jack is hopelessly pulling on the pipe again, straining until he turns red. He collapses back on the bench. realizing he's screwed. Then he hears her through the door. JACK ROSE!! In here!

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IN THE HALL Rose hears his voice behind her. She spins and runs back, locating the right door, then pushes it open, creating a small wave. She splashes over Jack and puts her arms around him. ROSE Jack, Jack, Jack... I'm sorry, I'm so sorry. They are so happy to see each other it's embarrassing. JACK That guy Lovejoy put it in my pocket. ROSE I know, I know. JACK See if you can find a key for these. Try those drawers. It's a little brass one. She kisses his face and hugs him again, then starts to go through the desk. JACK So... how did you find out I didn't do it? ROSE I didn't. (she looks at him) I just realized I already knew. They share a look, then she goes back to ransacking the room, searching drawers and cupboards. Jack sees movement out the porthole and looks out. A LIFEBOAT hits the surface of the water, seen from below. CUT TO: EXT. TITANIC / BOAT ONE While the seamen detach the falls, Boat One rocks next to the hull. Lucile and Sir Cosmo DuffGordon sit with ten others in a boat made for four times that many. LUCILE I despise small boats. I just know I'm going to be seasick. I always get seasick in small boats. Good Heavens, there's a man down there. In a lit porthole beneath the surface she sees Jack looking up at her... a face in a bubble of light under the water. CUT TO: INT. MASTER AT ARMS OFFICE

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Rose stops trashing the room, and stands there, breathing hard. ROSE There's no key in here. They look around at the water, now almost two feet deep. Jack has pulled his feet up onto the bench. JACK You have to go for help. ROSE (nodding) I'll be right back. JACK I'll wait here. She runs out, looking back at him once from the doorway, then splashes away. Jack looks down at the swirling water. CUT TO:

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

A LONG CORRIDOR Part of the labyrinth of steerage hallways forward. She is alone here. A long groan of stressing metal echoes along the hall as the ship continues to settle. She runs down the hall, unimpeded now. ROSE Hello? Somebody?! She turns a corner and runs along another corridor in a daze. The hall slopes down into water which, shimmers, reflecting the light. The margin of the water creeps toward her. A YOUNG MAN appears, running through the water, sending up geysers of spray. He pelts past her without slowing, his eyes crazed... ROSE Help me! We need help! He doesn't look back. It is like a bad dream. The hull gongs with terrifying sounds. The lights flicker and go out, leaving utter darkness. A beat. Then they come back on. She finds herself hyperventilating. That one moment of blackness was the most terrifying of her life.

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A STEWARD runs around the nearest corner, his arms full of lifebelts. He is upset to see someone still in his section. He grabs her forcefully by the arm, pulling her with him like a wayward child. STEWARD Come on, then, let's get you topside, miss, that's right. ROSE Wait. Wait! I need your help! There's – STEWARD No need for panic, miss. Come along! ROSE No, let me go! You're going the wrong way! He's not listening. And he won't let her go. She SHOUTS in his ear, and when he turns, she punches him squarely in the nose. Shocked, he lets her go and staggers back. STEWARD To Hell with you! ROSE See you there, buster! The steward runs off, holding his bloody nose. She spits after him. Just the way Jack taugh: her. She turns around, SEES: a glass case with a fire-axe in it. She breaks the glass with a battered suitcase which is lying discarded nearby, and seizes the axe, running back the way she came.

AT THE STAIRWELL She looks down and gasps. The water has flooded the bottom five steps. She goes down and has to crouch to look along the corridor to the room where Jack is trapped. Rose plunges into the water, which is up to her waist... and powers forward, holding the axe above her head in two hands. She grimaces at the pain from the literally freezing water. CUT TO:

INT. MASTER AT ARMS OFFICE Jack has climbed up on the bench, and is hugging the waterpipe. Rose wades in, holding the axe above her head. ROSE Will this work? JACK We'll find out.

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They are both terrified, but trying to keep panic at bay. He positions the chain connecting the two cuffs, stretching it taut across the steel pipe. The chain is of course very short, and his exposed wrists are on either side of it. JACK Try a couple practice swings. Rose hefts the axe and thunks it into a wooden cabinet. JACK Now try to hit the same mark again. She swings hard and the blade thunks in four inches from the mark. JACK Okay, that's enough practice. He winces, bracing himself as she raises the axe. She has to hit a target about an inch wide with all the foce she can muster, with his hands on either side. JACK (sounding calm) You can do it, Rose. Hit it as hard as you can, I trust you. Jack closes his eyes. So does she. The axe comes down. K-WHANG! Rose gingerly opens her eyes looks... Jack is grinning with two separate cuffs. Rose drops the axe, all the strength going out of her. JACK Nice work, there, Paul Bunyan. He climbs down into the water next to her. He can't breathe for a second. JACK Shit! Excuse my French. Ow ow ow, that is cold! Come on, let's go. They wade out into the hall. Rose starts toward the stiars going up, but Jack stops her. There is only about a foot of the stairwell opening visible. JACK Too deep. We gotta find another way out. CUT TO:

EXT. BOAT 6 AND TITANIC TIGHT ON THE LETTERS TITANIC painted two feet high on the bow of the doomed steamer. Once 50 feet above the waterline, they now quietly slip below the surface. We see them, gold on black, rippling and dimming to a pale green as they go deeper.

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IN BOAT SIX Ruth looks back at the Titanic, transfixed by the sight of the dying liner. The bowsprit is now barely above the waterline. Another of Boxhall's rockets EXPLODES overhead. K-BOOM! It lights up the whole area, and we see half a dozen boats in the water, spreading out from the ship. MOLLY Now there's somethin' you don't see every day. CUT TO:

INT. SCOTLAND ROAD / E-DECK The widest passageway in the ship, it is used by crew and steerage alike, and runs almost the length of the ship. Right now steerage passengers move along it like refugees, heading aft. CRASH! A wooden doorframe splinters and the door bursts open under the force of Jack's shoulder. Jack and Rose stumble through, into the corridor. A STEWARD, who was nearby herding people along, marches over. STEWARD Here you! You'll have to pay for that, you know. That's White Star Line property – JACK AND ROSE (turning together) Shutup! Jack leads her past the dumbfounded steward. They join the steerage stragglers going aft. In places the corridor is almost completely blocked by large families carrying all their luggage. An IRISH WOMAN gives Rose a blanket, more for modesty than because she is blue-lipped and shivering. IRISH WOMAN Here, lass, cover yerself. Jack rubs her arms and tries to warm her up as they walk along. The woman's husband offers them a flask of whiskey. IRISH MAN This'll take the chill off. Rose takes a mighty belt and hands it to Jack. He grins and follows suit. Jack tries a number of DOORS and IRON GATES along the way, finding them all locked. CUT TO:

EXT. BOAT DECK ON THE BOAT DECK

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The action has moved to the aft group of boats, numbers 9, 11, 13 and 15 on the starboard side, and 10, 12, 14 and 16 on the port side. The pace of work is more frantic. You see crew and officers running now to work the davits, their previous complacency gone. Cal pushes through the crowd, scanning for Rose. Around him is chaos and confusion. A woman is calling for a child who has become seperated from the crowd. A man is shouting over people's heads. A woman takes hold of Second Officer Lightoller's arm as he is about to launch Boat 10. WOMAN Will you hold the boat a moment? I have to run back to my room for something – Lightoller grabs her and shoves her bodily into the boat. Thomas Andrews rushes up to him just then. ANDREWS Why are the boats being launched half full?! Lightoller steps past him, helping a seaman clear a snarled fall. LIGHTOLLER Not now, Mr. Andrews. ANDREWS (pointing down at the water) There, look... twenty or so in a boat built for sixty five. And I saw one boat with only twelve. Twelve! LIGHTOLLER Well... we were not sure of the weight-ANDREWS Rubbish! They were tested in Belfast with the weight of 70 men. Now fill these boats, Mr. Lightoller. For God's sake, man! The shot HANDS OFF to Cal, who sees Lovejoy hurrying toward him through the aisle connecting the port and starboard sides of the boat deck. LOVEJOY She's not on the starboard side either. CAL We're running out of time. And this strutting martinet... (indicating Lightoller) ... isn't letting any men in at all. LOVEJOY The one on the other side is letting men in. CAL Then that's our play. But we're still going to need some insurance. (he starts off forward) Come on.

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Cal charges off, heading forward, followed by Lovejoy. The SHOT HANDS OFF to a finely dressed elderly couple, IDA and ISADOR STRAUSS. ISADOR Please, Ida, get into the boat. IDA No. We've been together for forty years, and where you go, I go. Don't argue with me, Isador, you know it does no good. He looks at her with sadness and great love. They embrace gently. LIGHTOLLER Lower away!! CUT TO:

EXT. BRIDGE / FORWARD WELL DECK / FOC'SLE AT THE BOW The place where Jack and Rose first kissed... the bow railing goes under water water. Water swirls around the captsans and windlasses on the foc'sle deck. Smith strides to the bridge rail and looks down at the well deck. Water is shipped over the sides and the well deck is awash. Two men run across the deck, their feet sending up spray. Behind Smith, Boxhall fires another rocket. WHOOSH! CUT TO:

INT. E-DECK CORRIDORS AND STAIRWELL Fabrizio, standing with Helga Dahl and her family, hears Jack's voice. JACK Fabrizio! Fabri! Fabrizio turns and sees Jack and Rose pushing through the crowd. He and Jack hug like brothers. FABRIZIO The boats are all going. JACK We gotta get up there or we're gonna be gargling saltwater. Where's Tommy? Fabrizio points over the heads of the solidly packed crowd to the stairwell. Tommy has his hands on the bars of the steel gate which blocks the head of the stairwell. The crew open the gate a foot or so and a few women are squeezing through. STEWARD #2 Women only. No men. No men!!

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But some terrified men, not understanding English, try to rush through the gap, forcing the gate open. The crewmen and stewards push them back, shoving and punching them. STEWARD #2 Get back! Get back you lot! (to the crewmen) Lock it!! They struggle to get the gate closed again, while Steward #2 brandishes a small revolver. Another holds a fire axe. They lock the gate, and a cry goes up among the crowd, who surge forward, pounding against the steel and shouting in several languages. TOMMY For the love of God, man, there are children down here! Let us up, so we can have a chance! But the crewmen are scared now. They have let the situation get out of hand, and now they have a mob. Tommy gives up and pushes his way back through the crowd, going down the stairs. He rejoins Jack, Rose and Fabrizio. TOMMY It's hopeless that way. JACK Well, whatever we're goin' to do, we better do it fast. Fabrizio turns to Helga, praying he can make himself understood. FABRIZIO (with a lot of hand gestures) Everyone... all of you... come with me now. We go to the boats. We go to the boats. Capito? Come now! They can't understand what he's saying. They can see his urgency, but OLUF DAHL, the patriarch of the family, shakes his head. He will not panic, and will not let his family go with this boy. Fabrizio turns to Helga. FABRIZIO Helga... per favore... please... come with me, I am lucky. Is my destiny to go to America. She kisses him, then steps back to be with her family. Jack lays a hand on his shoulder, his eyes saying "Let's go". FABRIZIO I will never forget you. He turns to Jack, who leads the way out of the crowd. Looking back Fabrizio sees her face disappear into the crowd. CUT TO:

INT. CAL AND ROSE'S SUITE

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CLUNK! Cal opens his safe and reaches inside. As Lovejoy watches, he pulls out two stacks of bills, still banded by bank wrappers. Then he takes out "Heart of the Ocean", putting it in the pocket of his overcoat, and locks the safe. CAL (holding up stacks of bills) I make my own luck. LOVEJOY (putting the .45 in his waistband) So do I. Cal grins, putting the money in his pocket as they go out. CUT TO:

INT. STEERAGE, AFT Jack, Rose, Fabrizio and Tommy are lost, searching for a way out. They push past confused passengers... past a mother changing her baby's diaper on top of an upturned steamer trunk... past a woman arguing heatedly with a man in Serbo-Croatian, a wailing child next to them... past a man kneeling to console a woman who is just sitting on the floor, sobbing... and past another man with an English/Arabic dictionary, trying to figure out what the signs mean, while his wife and children wait patiently. Jack et al come upon a narrow stairwell and they go up two decks before they are stopped by a small group pressed up against a steel gate. The steerage men are yelling at a scared STEWARD. STEWARD Go to the main stairwell, with everyone else. It'll all get sorted out there. Jack takes one look at this scene and finally just loses it. JACK God damn it to Hell son of a bitch!! He grabs one end of a bench bolted to the floor on the landing. He starts pulling on it, and Tommy and Fabrizio pitch in until the bolts shear and it breaks free. Rose figures out what they are doing and clears a path up the stairs between the waiting people. ROSE Move aside! Quickly, move aside! Jack and Tommy run up the steps with the bench and RAM IT INTO THE GATE with all their strength. It rips loose from its track and falls outward, narrowly mssing the steward. Led by Jack, the crowd surges though. Rose steps up to the cowering steward and says in her most imperious tone: ROSE If you have any intention of keeping your pathetic job with the White Star Line, I suggest you escort these good people to the boat deck... now.

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

EXT. BOAT 6 / TITANIC – NIGHT Ruth rows with Molly Brown, two other women and the incompetent sailors. She rests on her oars, exhausted, and looks back at the ship. It slants down into the water, still ablaze with light. Nothing is above water forward of the bridge except for the foremast. Another rocket goes off, lighting up the entire area... there are a dozen boats moving outward from the ship.

AT THE BOAT DECK RAIL Captain Smith is shouting to Boat 6 through a large metal megaphone. SMITH Come back! Come back to the ship! CHIEF OFFICER WILDE joins him, blowing his silver whistle.

FROM BOAT 6 The whistle comes shrilly across the water. Quartermaster Hitchins grips the rudder in fear. HITCHINS The suction will pull us right down if we don't keep going. MOLLY We got room for lots more. I say we go back. HITCHINS No! It's our lives now, not theirs. And I'm in charge of this boat! Now row!!

CAPTAIN SMITH At the rail of the boat deck, lowers his megaphone slowly SMITH The fools. CUT TO:

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

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Ben, what's the occasion? GUGGENHEIM We have dressed in our best and are prepared to go down like gentlemen. CAL That's admirable, Ben. (walking on) I'll sure and tell your wife... when I get to New York. CUT TO:

INT. FIRST CLASS SMOKING ROOM There are still two cardgames in progress. The room is quiet and civilized. A silver serving cart, holding a large humidor, begins to roll slowly across the room. One of the cardplayers takes a cigar from it as it rolls by. CARDPLAYER It seems we've been dealt a bad hand this time. CUT TO:

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

EXT. BOAT DECK AND A-DECK, AFT PANIC IS SETTING IN around the remaining boats aft. The crowd here is now a mix of all three classes. Officers repeatedly warn men back from the boats. The crowd presses in closer. Seamen SCAROTT brandishes the tiller of boat 14 to discourage a close press of men who look ready to rush the boat. Several men break ranks and rush forward. Lightoller pulls out his Webley revolver and aims it at them. LIGHTOLLER Get back! Keep order! The men back down. Fifth Officer Lowe standing in the boat, yells to the crew. LOWE Lower away left and right! Lightoller turns away from the crowd and, out of their sight, breaks his pistol open. Letting out a long breath, he starts to LOAD IT.

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CUT TO:

EXT. BOAT DECK, STARBOARD SIDE, AFT Cal and Lovejoy arrive in time to see Murdoch lowering his last boat. CAL We're too late. LOVEJOY There are still some boats forward. Stay with this one... Murdoch. He seems to be quite... practical.

IN THE WATER BELOW There is another panic. Boat 13, already in the water but still attached to its falls, is pushed aft by the discharge water being pumped out of the ship. It winds up directly under boat 15, which is coming downt he right on top of it. The passengers shout in panic to the crew above to stop lowering. They are ignored. Some men put their hands up, trying futilely to keep the 5 tons of boat 15 from crushing them. Fred Barrett, the stoker, gets out his knife and leaps to the after falls, climbing rudely over people. He cuts the aft falls while another crewman cuts the forward lines. 13 drifts out from beneath 15 just seconds before it touches the water with a slap. Cal, looking down from the rail hears GUNSHOTS – CUT TO:

EXT. BOAT DECK / A-DECK, PORT, AFT Fifth Officer Lowe, in Boat 14 is firing his gun as a warning to a bunch of men threatening to jump into the boat as it passes the open promenade on A-Deck. LOWE Stay back you lot! BLAM! BLAM! CUT TO:

EXT. BOAT DECK, STARBOARD, AFT The shots echo away. CAL It's starting to fall apart. We don't have much time. Cal sees three dogs run by, including the black French bulldog. Someone has released the pets from the kennels.

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Cal sees Murdoch turn from the davits of boat 15 and start walking toward the bow. He catches up and falls in beside him. CAL Mr. Murdoch, I'm a businessman, as you know, and I have a business proposition for you. CUT TO:

EXT. BOAT DECK, PORT Jack, Rose et al burst out onto the boat deck from the crew stairs just aft of the third funnel. They look at the empty davits. ROSE The boats are gone! She sees Colonel Gracie chugging forward along the deck, escorting two first class ladies. ROSE Colonel! Are there any boats left? GRACIE (staring at her bedraggled state) Yes, miss... there are still a couple of boats all the way forward. This way, I'll lead you! Jack grabs her hand and they sprint past Gracie, with Tommy and Fabrizio close behind.

ANGLE ON THE BAND Incredibly they are still playing. Jack, Rose and the others run by. TOMMY Music to drown by. Now I know I'm in First Class. CUT TO:

EXT. BOAT DECK, STARBOARD, FORWARD Water pours like a spillway over the forward railing on B-Deck. CAMERA SWEEPS UP past ADeck to the Boat Deck where Murdoch and his team are loading Collapsible Car the forwardmost davits. NOTE: There are four so-called collapsibles, or Engelhardts boats, including two which are stored on the roof of the officer's quarters. The crowd is sparse, with most people still aft. Cal slips his hand out of hte pocket of his overcoat and into the waist pocket of Murdoch's greatcoat, leaving the stacks of bills there. CAL So we have an understanding then?

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MURDOCH (nodding curtly) As you've said. Cal, satisfied, steps back. He finds himself waiting next to J. Bruce Ismay. Ismay does not meet his eyes, nor anyone's. Lovejoy come sup to Cal at that moment. LOVEJOY I've found her. She's just over on the port side. With him. MURDOCH Women and children? Any more women and children? (glancing at Cal) Any one else, then? Cal looks longingly at his boat... his moment has arrived. CAL God damn it to hell! Come on. He and Lovejoy head for the port side, taking a short-cut through the bridge. Bruce Ismay, seeing his oppurtunity, steps quickly into Collapsible C. He stares straight ahead, not meeting Murdoch's eyes. MURDOCH (staring at Ismay) Take them down. CUT TO:

EXT. BOAT DECK / PORT SIDE – NIGHT ON THE PORT SIDE Lightoller is getting people into Boat 2. He keeps his pistol in his hand at this point. Twenty feet below them the sea is pouring into the doors and windows of B deck staterooms. They can hear the roar of water cascading into the ship. LIGHTOLLER Women and children, please. Women and children only. Step back, sir. Even with Jack's arms wrapped around her, Rose is shivering in the cold. Near her a WOMAN with TWO YOUNG DAUGHTERS looks into the eyes of a HUSBAND she knows she may not see again HUSBAND Goodbye for a little while... only for a little while. (to his two little girls) Go with mummy. The woman stumbles to the boat with the children, hiding her tears from them. Beneath the false good cheer, the man is choked with emotion.

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HUSBAND Hold mummy's hand and be a good girl. That's right. Some of the women are stoic, others are overwhelmed by emotion and have to be helped into the boats. A MAN scribbles a note and hands it to a woman who is about to board. MAN Please get this to my wife in DeMoines, Iowa. Jack looks at Tommy and Fabrizio. JACK You better check out the other side. They nod and run off, searching for a way around the deckhouse. ROSE I'm not going without you. JACK Get in the boat, Rose. Cal walks up just then. CAL Yes. Get in the boat, Rose. She is shocked to see him. She steps instinctively to Jack. Cal looks at her, standing there shivering in her wet slip and stockings, a shocking display in 1912. CAL My God, look at you. (taking off his boat) Here, put this on. She numbly shrugs into it. He is doing it for modesty, not the cold. LIGHTOLLER Quickly, ladies. Step into the boat. Hurry, please! JACK Go on. I'll get the next one. ROSE No. Not without you! She doesn't even care that Cal is standing right there. He sees the emotion between Jack and Rose and his jaw clenches. But then he leans close to her and says... CAL (low) There are boats on the other side that are allowing men in. Jack and I can get off safely. Both of us. JACK

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(he smiles reassuringly) I'll be alright. Hurry up so we can get going... we got our own boat to catch. CAL Get in... hurry up, it's almost full. Lightoller grabs her arm and pulls her toward the boat. She reaches out for Jack and her fingers brush his for a moment. Then she finds herself stepping down into the boat. It's all a rush and blur. LIGHTOLLER Lower away! The two men watch at the rail as the boat begins to descend. CAL (low) You're a good liar. JACK Almost as good as you. CAL I always win, Jack. One way or another. (looks at him, smiling) Pity I didn't keep that drawing. It's going to be worth a lot more by morning. Jack knows he is screwed. He looks down at Rose, not wanting to waste a second of his last view of her.

ROSE'S PERCEPTION – IN SLOW MOTION The ropes going through the pulleys as the seamen start to lower. All sound going away... Lightoller giving orders, his lips moving... but Rose hears only the blood pounding in her ears... this cannot be happening... a rocket bursts above in slow-motion, outlining Jack in a halo of light... Rose's hair blowing in slow motion as she gazes up at him, descending away from him... she sees his hand trembling, the tears at the corners of his eyes, and cannot believe the unbearable pain she is feeling... Rose is still staring up, tears pouring down her face. SUDDENLY SHE IS MOVING. She lunges across the women next to her. Reaches the gunwale, climbing it... Hurls herself out of the boat to the rail of the A-Deck promenade, catching it, and scrambling over the rail. The Boat 2 continues down. But Rose is back on Titanic. JACK No Rose! NOOOO!! Jack spins from the rail, running for the nearest way down to A-Deck.

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

INT. GRAND STAIRCASE TRACKING WITH JACK as he bangs through the doors to the foyer and sprints down the stairs. He sees her coming into A-deck foyer, running toward him, Cal's long coat flying out behind her as she runs. They meet at the bottom of the stairs, and collide in an embrace. JACK Rose, Rose, you're so stupid, you're such an idiot-And all the while he's kissing her and holding her as tight as he can. ROSE You jump, I jump, right? JACK Right. Hockley comes in and runs to the railing. Looking down he sees them locked in their embrace. Lovejoy comes up behind Cal and puts a restraining HAND on him, but Cal whips around, grabbing the pistol from Lovejoy's waistband in one cobra-fast move. He RUNS along the rail and down the stairs. As he reaches the landing above them he raises the gun. SCREAMING in rage, he FIRES. The carved cherub at the foot of the center railing EXPLODES. Jack pulls Rose toward the stairs going down to the next deck. Cal fires again, running down the steps toward them. A bullet blows a divet out of the oak panelling behind Jack's head as he pulls Rose down the next flight of stairs. Hockley steps on the skittering head of the cherub statue and goes sprawling. The gun clatters across the marble floor. He gets up, and reeling drunkenly goes over to retrieve it. CUT TO:

INT. D-DECK RECEPTION ROOM The bottom of the grand staircase is flooded several feet deep. Jack and Rose come down the stairs two at a time and run straight into the water, fording across the room to where the floor slopes up, until they reach dry footing at the entrance to the dining saloon. STEADICAM WITH HOCKLEY as he reels down the stairs in time to see Jack and Rose splashing through the water toward the dining saloon. He FIRES twice. Big gouts of spray near them, but he's not a great shot. The water boils up around his feet and he retreast up the stairs a couple of steps. Around him the woodward groans and creaks. CAL

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(calling to them) Enjoy your time together!! Lovejoy arrives next to him. Cal suddenly remembers something and starts to laugh. LOVEJOY What could possible be funny? CAL I put the diamond in my coat pocket. And I put my coat... on her. He turns to Lovejoy with a sickly expression, his eyes glittering. CAL I give it to you... if you can get it. He hands Lovejoy the pistol and goes back up the stairs. Lovejoy thinks about it... then slogs into the water. The icewater is up to his waist as he crosses the pool into the dining saloon. CUT TO:

INT. DINING SALOON Lovejoy moves among the tables and ornate columns, searching... listening... his eyes tracking rapidly. It is a sea of tables, and they could be anywhere. A silver serving tolley rolls downhill, bumping into tables and pillars. He glances behind him. The water is following him into the room, advancing in a hundred foot wide tide. The reception room is now a roiling lake, and the grand staircase is submerged past the first landing. Monstrous groans echo through the ship.

ON JACK AND ROSE Crouched behind a table, somewhere in the middle. They see the water advancing toward them, swirling over the floor. They crawl ahead of it to the next row of tables. JACK (whispering) Stay here. He moves off as – Lovejoy moves over one row and looks along the tables. Nothing. The ship GROANS and CREAKS. He moves another row.

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

ON ROSE

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As the cart rolls toward her. It hits a table and the stacks of dishes topple out, EXPLODING across the floor and showering her. She scrambles out of the way and – Lovejoy spins, seeing her. He moves rapidly toward her, keeping the gun aimed – That's when Jack tackles him from the side. They slam together into a table, crashing over it, and toppling to the floor. They land in the water which is flowing rapidly between the tables. Jack and Lovejoy grapple in the icy water. Jack jams his knee down on Lovejoy's hand, breaking his grip on the pistol, and kicks it away. Lovejoy scrmbles up and lunges at him, but Jack GUTPUCHES him right in the solar plexus, doubling him over. JACK Compliments of the Chippewa Falls Dawsons. He grabs Lovejoy and slams him into an ornate columb. Lovejoy drops to the floor with a splas, stunned. JACK Let's go. Jack and Rose run aft... uphill... entering the galley. Behind them the tables have become islands in a lake... and the far end of the room is flooded up to the ceiling. Lovejoy gets up and looks around for his gun. He pulls it up out of the water and wades after them. CUT TO:

INT. GALLEY / STAIRWELL They run throught the galley and Rose spots the stairs. She starts up and Jack grabs her hand. He leads her DOWN. They crouch together on the landing as Lovejoy runs to the stairs. Assuming they have gone up (who wouldn't?) he clombs up them two at a time. They wait for the footstep to recede. A long CREAKING GROAN. Then they hear it... a CRYING CHILD. Below them. They go down a frew steps to looks along the next deck. CUT TO:

INT. E-DECK CORRIDORS The corridor is awash, about a foot deep. Standing against the wall, about 50 feet away, is a little BOY, aobut 3. The water swirls around his legs and he is wailing. ROSE We can't leave him.

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Jack nods and they leave the promise of escape up the stairwell to run to the child. Jack scoops up the kid and they run back to the stairs but – A torrent of water comes pouring down the stairs like rapids. In seconds it is too powerful for them to go against. JACK Come on. Charging the other way down the flooding corridor, they blast up spray with each footstep. At the end of the hall are heavy double doors. As Jack approaches them he sees water spraying through the gap between the doors right up to the ceiling. The doors groan and start to crack under the tons of pressure. JACK Back! Go back!! Rose pivots and runs back the way they came, taking a turn into a cross-corridor. A MAN is coming the other way. He sees the boy in Jack's arms and cries out, grabbing him away from Jack. Starts cursing him in Russian. He runs on with the boy – ROSE No! Not that way! Come back! DOUBLE DOORS BLAST OPEN. A wall of water thunders into the corridor. The father and child DISAPPEAR instantly. Jack and Rose run as a wave blasts around the corner, foaming from floor to ceiling. It gains on them like a locomotive. They make it to a stairway going up. CUT TO:

INT. STAIRWELL Jack and Rose pound up the steps as white water swirls up behind them. PULL BACK to reveal that a steel gate blocks the top of the stairs. Jack SLAMS against the fate, gripping the bars. A terrified steward standing guard on the landing above turns to run at the sight of the water thundering up the stairs. JACK Wait! Wait! Help us! Unlock the gate. The steward runs on. The water wells up around Jack and Rose, pouring through the gate and slamming them against it. In seconds it is up to their waist. ROSE Help us! Please! The steward stops and looks back. He sees Jack and Rose at the gate, their arms raching through... sees the water POURING through the gate onto the landing. STEWARD Fucking 'ell!

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He runs back, slogging against the curretn. He pulls a key ring from his belt and struggles to unlock the padlock as the water fountains up around them. The lights short out and the landing is plunged into darkness. The water rises over the lock and he's doing it by feel. JACK Come on! Come on! Jack and Rose are right up against the ceiling... Suddenly the gate gives and SWINGS OPEN. They are pushing through by the force of the water. They make it to stairs on the other side of the landing and follow the steward up to the next deck. CUT TO:

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

CAL'S POV A little girl, maybe two years old, is crying along in the alcove. She looks up at Cal beseechingly. Cal moves on without a glance back... reaching a large crowd clustered around COLLAPSIBLE A just aft of the bridge. He sees Murdoch and a number of crewmen struggling to drag the boat to the davits, with no luck. Cal pushes forward, trying to signal Murdoch, but the officer ignores him. Nearby Tommy and Fabrizio are being pushed forward by the crowd behind. PURSER MCELROY pushes them back, getting a couple of seamen to help him. He brandishes his gun, waving it in the air, yelling for the crowd to stay back. CUT TO:

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

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