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. (MORE) CAL (CONT'D) (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.

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.

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.

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

CUT TO:

36 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 self-possessed 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.

JACK (jaunty) Hit me again, Sven.

Jack takes the card and slips it into his hand.

ECU JACK'S EYES. They betray nothing.

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

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

The Titanic's whistle blows again. Final warning.

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 (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!! (MORE) FABRIZIO (CONT'D) (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:

37 OMITTED

38 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.

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:

39 OMITTED

40 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:

41 EXT. AFT WELL DECK / POOP DECK - DAY

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:

42 OMITTED

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:

44 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:

45 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:

46 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.

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

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.

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:

48 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:

49 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:

50 OMITTED

51 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:

52 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.

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

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

CHIEF ENGINEER BELL All ahead full!

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

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

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

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

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

FIRST OFFICER MURDOCH Twenty one knots, sir!

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

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

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

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

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

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:

59 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) 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.

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:

60 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.

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:

61 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:

62 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:

63 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 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:

64 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:

65 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.