(Pictures to be added shortly.....)



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

CAL: 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.



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.


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.



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.

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.



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.
215 IN THE WATER BELOW there is another panic. Boat 13, already in the water but still attached to its falls, is pushed aft by the discharge water being pumped out of the ship. It winds up directly under boat 15, which is coming down right on top of it.

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

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

Cal, looking down from the rail hears GUNSHOTS--



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

LOWE : Stay back you lot!



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.

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.



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.


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.

CAL: So we have an understanding then?
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 opportunity, steps quickly into Collapsible C. He stares straight ahead, not meeting Murdoch's eyes.

MURDOCH: (staring at Ismay) Take them down.


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.
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: (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.

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.

JACK: No Rose! NOOOO!!


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 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.



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.

CAL: (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.



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.

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 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.

JACK: Compliments of the Chippewa Falls Dawsons.
He grabs Lovejoy and slams him into an ornate column. Lovejoy drops to the floor with a splash, 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.



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.



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.

ROSE: We can't leave him.
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!
228 DOUBLE DOORS BLAST OPEN. A wall of water thunders into the corridor. The father and child DISAPPEAR instantly.

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



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

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

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 reaching through... sees the water POURING through the gate onto the landing.
STEWARD: Fucking 'ell!
He runs back, slogging against the current. 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.



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.



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.

LIGHTOLLER: Hold it! Hold it!
The weight of the boat snaps the oars and it crashes to the deck, upside down. The two Swedish cousins, OLAUS and BJORN GUNDERSEN, jump back as the boat nearly hits them.




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



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

TOMMY: Give us a chance to live, you limey bastards!
Murdoch fires his Webley twice in the air, then points it at the crowd.
MURDOCH : I'll shoot any man who tries to get past me.
Cal steps up to him.
CAL : We had a deal, damn you.
Murdoch pushes him back, pointing the pistol at Cal.
MURDOCH : Get back!
A man next to Tommy rushes forward, and Tommy is shoved from behind. Murdoch SHOOTS the first man, and seeing Tommy coming forward, puts a bullet into his chest.

Tommy collapses, and Fabrizio grabs him, holding him 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.

PURSER MCELROY: (calling above the confusion) Any more women or children?!
THE CHILD crying in the alcove. Cal scoops her up and runs forward, cradling her in his arms.
CAL : (forcing his way through the crowd) Here's a child! I've got a child!

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

McElroy nods curtly and pushes him into the boat. He spins with his gun, brandishing it in the air to keep the other men back. Cal gets into the boat, holding the little girl. He takes a seat with the women.
CAL : There, there.


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.

ROSE: Won't you even make a try for it, Mr. Andrews?
ANDREWS: (a tear rolls down his cheek) I'm sorry that I didn't build you a stronger ship, young Rose.
JACK: (to her) It's going fast... we've got to keep moving.
Andrews picks up his lifebelt and hands it to her.
ANDREWS: Good luck to you, Rose.
ROSE: (hugging him) And to you, Mr. Andrews.
Jack pulls her away and they run through the revolving door.