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.

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

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

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

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

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

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

(indicating a puddle) Mind your step.

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.

(MORE) CAL (CONT'D)

(curtly, indicating Lovejoy) See my man.

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

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.

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

CUT TO:

36 EXT. SOUTHHAMPTON 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 Southhampton.

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.

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 countries.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.

(turns to his friend) Sorry Fabrizio.

(to Fabrizio) ... we're going to--

(MORE) FABRIZIO (CONT'D) (to pubkeeper)

Capito?? I go to America!!

(grabbing their stuff) Come on!!

(to all, grinning) It's been grand.

They run for the door.

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.

(glances at Fabrizio) Both of us.

(reading Fabrizio's) Gundersen.

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.

(to the crowd) Goodbye! Goodbye!! I'll miss you!

42 OMITTED

EXT. SOUTHHAMPTON DOCK - DAY

The crowd of cheering well-wishers waves heartily as a black wall of metal moves past them. Impossibly tiny figures 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.

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.

(reading off the canvas) Picasso

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.

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.

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".

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, hurlingthe 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.

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.

(grinning at Jack) Very small... of course.

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