210 INT. A-DECK FOYER

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

(walking on) I'll sure and tell your wife... when I get to New York.

211 INT. FIRST CLASS SMOKING ROOM

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

212 EXT. / INT. A-DECK PROMENADE

Cal and Lovejoy are walking aft with a purposeful stride. They pass CHIEF BAKER JOUGHIN, 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 unsteadily.

CUT TO:

213 EXT. BOAT DECK AND A-DECK, AFT

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

Seaman 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.

CUT TO:

214 EXT. BOAT DECK, STARBOARD SIDE, AFT

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

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

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

Cal, looking down from the rail hears GUNSHOTS--

CUT TO:

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

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

CUT TO:

217 EXT. BOAT DECK, STARBOARD, AFT

The shots echo away.

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

218 OMITTED

219 EXT. BOAT DECK, PORT

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

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

220 EXT. BOAT DECK, STARBOARD, FORWARD

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

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

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

(glancing at Cal) Any one else, then?

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

221 EXT. BOAT DECK / PORT SIDE - NIGHT

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

(to his two little girls) Go with mummy.

(taking off his boat) Here, put this on.

(looks at him, smiling)Pity I didn't keep that drawing. It's going to be worth a lot more by morning.

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

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

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

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

223 INT. GRAND STAIRCASE

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

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

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 divot out of the oak panelling behind Jack's head as he pulls Rose down the next flight of stairs.

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

CUT TO:

224 INT. D-DECK RECEPTION ROOM

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

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

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

CUT TO:

225 INT. DINING SALOON

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

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

The ship GROANS and CREAKS. He moves another row.

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

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

She scrambles out of the way and--

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

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

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

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

CUT TO:

226 INT. GALLEY / STAIRWELL

They run through 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 climbs 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 few steps to look along the next deck.

CUT TO:

227 INT. E-DECK CORRIDORS

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

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

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

CUT TO:

229 INT. STAIRWELL

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

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

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

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

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

CUT TO:

230 EXT. BOAT DECK, STARBOARD SIDE

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

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

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

CUT TO:

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

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

CUT TO:

232 OMITTED

233 INT. STAIRWELL

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

CUT TO:

234 EXT. BOAT DECK, STARBOARD SIDE

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

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

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

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

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

(to McElroy) Please... I'm all she has in the world.

235 INT. FIRST CLASS SMOKE ROOM

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

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