TITANIC





(Part One)





A Four-Hour CBS Miniseries





By





Ross LaManna





===========================================================





                          "TITANIC"

                          PART ONE

                           ACT ONE

                              

                              



FADE IN:



CLOSE



on a draftsman's pad as someone sketches a graceful,

streamlined steamship.  She has four smokestacks, an open

boat deck, and a wide promenade.  The relative size of the

bridge, railings and gangways suggests enormous scale.

                          

                          ISMAY (OS)

               ...My First-Class bookings are

               off thirty percent.  The only

               ship anyone wants to sail anymore

               is the damned Lusitania!



INT.  DOWNSHIRE HOUSE  -  LORD PIRRIE'S STUDY  -  NIGHT



The man doodling on the pad, THOMAS ANDREWS, sits in an

overstuffed leather chair in an impeccable Edwardian study.

He looks up from his drawing.



J. BRUCE ISMAY downs the remainder of his port.  He's 48,

dark, unusually tall, with a dapper mustache.  Excitability

makes his King's English rapid and clipped.  Putting his

snifter on the mantle, he continues to pace nervously.



SUPERIMPOSE: London, 1907.



Imposing, white-haired LORD WILLIAM JAMES PIRRIE sits near

the hearth, puffing on a cigar, watching Ismay pace.  All

three men are dressed in formal evening clothes.

                          

                          LORD PIRRIE

               Well, do you want to meet the

               challenge, or just wear through

               my rug fretting about it?



Andrews stifles a laugh as Ismay, indignant, stops pacing.



Andrews is 38, with a friendly, boyish face and a quiet

confidence.  He is a designer of ships, understanding them

the way some men are said to understand horses.

                                             

                                             (CONTINUED)

     CONTINUED:

                          

                          ANDREWS

                    (hands pad to Ismay)

               As my Uncle says, we have a way

               for the White Star Line to strike

               back.



Andrews, like Lord Pirrie, speaks with an Irish brogue.

Ismay impatiently flips through the pad.

                          

                          ISMAY

               A new ship?

                          

                          ANDREWS

               Three, Mr. Ismay.  Two sister

               ships, with a third to follow.  Of

               course, we'd need to build a much

               larger gantry at the shipyards.

                          

                          ISMAY

               You already have the biggest

               gantry in the Empire.  What sort

               of displacement are you imagining?

                          

                          LORD PIRRIE

               Forty-six thousand tons.

                          

                          ISMAY

                    (laughs)

               Twice any vessel afloat! Impossible!

                          

                          ANDREWS

               Quite possible, actually.

               Cunard's advantage lies in

               Lusitania's speed, so your ships

               must emphasize luxury, and safety.

                          

                          LORD PIRRIE

               The largest movable, man-made

               structures in the world, Bruce.

               More luxuriously-appointed than

               the finest hotels.

                          

                          ISMAY

               But slower than the competition.

                          

                          ANDREWS

               They'll do twenty-two knots well

               enough.  Most importantly, with a

               series of watertight compartments,

               they'll be virtually unsinkable.



Ismay looks at Andrews' renderings of the ships' interior: a

grand, sweeping staircase, formal dining rooms, plush

staterooms, library...

                                             

                                             (CONTINUED)

     CONTINUED:  (2)

                          

                          ISMAY

               What on Earth is this?

                          

                          ANDREWS

               Swimming pool and Turkish bath.

                          

                          ISMAY

               Aboard a ship at sea?  You're

               daft!

                    (paces again; to Pirrie)

               William, like my father did, I've

               always deferred to you shipbuilders

               on technical matters, but this --

                          

                          LORD PIRRIE

               -- When I was looking at Thomas's

               sketches, I noticed a doodle in a

               margin.  A phrase in Greek, of

               all the damned things...

                          

                          ANDREWS

                    (embarrassed)

               It's nothing... just a line of

               Homer I'd recalled: 'Think

               greatly, and nobly dare.'



Ismay caresses the flowing pencil lines of the ship's

profile with his fingers.  After a long moment, he looks at

the other men and lets out a gleeful laugh.

                                             

                                             DISSOLVE TO:



BEGIN CREDITS



Via MONTAGE of actual STILLS and FILM FOOTAGE, we watch the

creation of the Titanic and Olympic.  Ships of dreams, grand

examples of the brash confidence of the Gilded Age -- a time

in which men were absolutely certain their works would bring

the world to parity with Heaven.



— A sign identifies the place of their birth: Harland &

Wolff, Shipbuilders, Belfast.



— Scores of architects and draftsmen work in one football-

field-sized hall on dozens of immense tables; huge windows

on the barrel ceiling above them let the sun stream in.



— Thousands of workers swarm down Queen's Road into the

enormous shipyard.



— The keel is laid first for what is to be the Olympic, and

then, alongside her, for the Titanic.

                                             

                                             (CONTINUED)

     CONTINUED:



— Under a thick web of scaffolding twelve stories high, the

two ships take shape.



— Workers stand beside propeller blades as big as windmills.



— We MOVE IN on one of the almost-completed hulls.  On the

black, freshly-painted bow, in white letters: TITANIC.

                                             

                                             CUT TO:



INT.  ENGLISH MUSIC HALL  -  NIGHT



We PULL BACK, and realize we've been watching a "flickers"

show in an English music hall.  The MONTAGE continues:



— A huge gallery of spectators watches as the Titanic is

launched (without being christened), sliding down a huge

cradle greased with 23 tons of tallow and soap.



— The Titanic is fitted out, her four signature smokestacks

now in place.  Andrews' sketches have become reality.



— The montage culminates with footage of test runs of the

Titanic, as she sails for the first time in the open sea.



NEW ANGLE



We FIND two people passionately kissing in the deserted

balcony of the music hall, paying no attention to the show.

They are SUZANNE EVANS, 18, and 20-year-old ALEX O'CONNOR.

                                             

                                             END CREDITS



EXT.  STREETS OF OXFORD  -  NIGHT



After the show, Alex and Suzanne hasten through the quiet

town center.  Alex wheels a bicycle.



SUPERIMPOSE: Oxford, England.  March, 1912.

                          

                          SUZANNE

               Alex, hurry!

                          

                          ALEX

               Get on.



He lifts her sidesaddle onto the bar in front of the seat

and they coast down a hill on the bike.  Suzanne shakes out

her hair, letting it blow in the cool night air.



Their accents tell us she's American, he's working-class

English.  Despite meager means, Alex is charming and

                                             

                                             (CONTINUED)

     CONTINUED:



confident.  Suzanne has impeccable breeding, which does not

dampen an adventurous spirit.



They stop at the cross street at the bottom of the hill.

Suzanne slips off the bike.  Alex notices a Flower Girl

trudging wearily home.  He runs over and buys the flowers

left in her basket.

                          

                          SUZANNE

               I don't think there's time --

                          

                          ALEX

                    (hurrying back)

               -- Okay, okay.

                    (looks at flowers)

               Hardly worth the effort, your

               beauty puttin' 'em to shame as it

               does.

                          

                          SUZANNE

               Just make that up now, or did you

               have to work on it?

                          

                          ALEX

               Ow, but you're brutal.



He grabs for her, but she scoots away.



EXT.  ACADEMY GATE



A brass plaque imbedded in the wall reads: Oxford Young

Ladies' Academy.



Alex and Suzanne rush up to the entrance of the Academy just

as a corpulent old Watchman begins to pull the gates closed.

                          

                          SUZANNE

               Why can't his clock ever run slow?



The Watchman gives Suzanne an impatient, not-this-again

glare and makes a show of not waiting for her as he

struggles to push the enormous, wrought-iron gates together.



Suzanne and Alex can't tear themselves away from one

another.  The gates keep swinging...

                          

                          SUZANNE

                    (continuing; between

                     kisses)

               Tomorrow?

                          

                          ALEX

               I've me career to think of.

                                             

                                             (CONTINUED)

     CONTINUED:

                          

                          SUZANNE

               Don't make me beg.  That's your

               job.

                          

                          ALEX

               Bloody curfew.



They finally pry loose from one another and Suzanne jumps

through the gate just as it closes.  He pulls an envelope

from his pocket and passes it through the iron bars.

                          

                          ALEX

                    (continuing; shyly)

               Just a few things that were on my

               mind...



She takes the envelope and smiles.  Their hands separate,

and they go their way on their respective side of the wall.



INT.  OXFORD ACADEMY  -  SUZANNE'S ROOMS  -  NIGHT



Suzanne slips into the dark bedroom, glancing furtively at

her roommate's bed.  She puts the flowers on her dresser,

next to a packet of envelopes, identical to the one Alex

just gave her, tied in ribbon.  She goes to the window,

opens the envelope and reads Alex's letter by moonlight.

                          

                          ALEX (VO)

               ...I went aloft with one of the

               pilots today.  Every time, I feel

               I could burst from the thrill of

               it -- all of what binds us to our

               bit of the world don't matter for

               a time...



Suddenly, the light comes on.  Suzanne's Roommate (also an

American) sits up in bed, frowning.

                          

                          ROOMMATE

               Suzanne, do you realize what time --

                          

                          SUZANNE

               -- In case you've forgotten, I

               already have a mother. Good night.



Suzanne goes in the other room. Her Roommate sits and stews.

                                             

                                             DISSOLVE TO:



EXT.  CAIRO, EGYPT  -  DAY



STOCK establishing -- the city bakes under a scalding sun.



SUPERIMPOSE: Cairo, Egypt.







INT.  EL QAHIRA HOTEL  -  FIRST CLASS ROOM



JOHN JACOB ASTOR IV, (48), dressed in a khaki vest and

sportsmen's pants, lies napping on the bed, under the

mosquito netting.  A door opens OS; Astor stirs but doesn't

awaken.  After a beat, a terrier gets under the netting and

licks Astor on the mouth.  Astor awakens with a start.



NEW ANGLE



MADELEINE FORCE ASTOR, (19), pulls the terrier's leash.

                          

                          MADELEINE

               Enough, Kitty, he's awake.



She smiles down at her husband.  A fashionable hat and

ringlet curls frame her round, youthful face.  Her steady

cheerfulness is a contrast -- and a reaction to -- his quiet

melancholy.  He yawns.

                          

                          ASTOR

               My God, I was dead to the world.



Astor stands and stretches.  He's tall, with a thick

mustache and dark, haunted eyes.  He has an air of rumpled

elegance, an offhand casualness about great wealth.  Both he

and Madeleine have distinct, East-Coast-Society accents.

Madeleine tries to smooth the wrinkles out of his shirt.

                          

                          MADELEINE

               Oh, Mr. Astor.  If people only

               knew: your clothes look like you've

               slept in them because you have.

                          

                          ASTOR

               I was having a most peculiar dream.

               It was the age of the Pharaohs. We

               were sailing up the Nile.

                          

                          MADELEINE

               Sounds lovely.

                          

                          ASTOR

               At first, yes.  We were on our

               way to inspect the progress of a

               new pyramid.  They were in the

               greatest hurry to complete it.

                    (beat)

               It was my tomb.



Madeleine can tell the dream bothered him.  She smiles.

                          

                          MADELEINE

               You see?  What they say about too

               much sun is true.

                                             

                                             (CONTINUED)

     CONTINUED:



Her smile fades as she turns and looks out the window.

                          

                          MADELEINE

                    (continuing)

               It's springtime back home...

                          

                          ASTOR

                    (sighs)

               Madeleine, please.

                          

                          MADELEINE

               Don't, Jack.  Let me have my say.

                          

                          ASTOR

               Traveling no longer pleases you?

                          

                          MADELEINE

               Be honest -- you're weary of it

               more than I.  Our honeymoon's

               been wonderful, but it's been six

               months now.

                          

                          ASTOR

               At my age, half a year doesn't

               seem so very long.



He sits on the window seat next to her.

                          

                          ASTOR

                    (continuing)

               We could very well return to find

               nothing has changed.

                          

                          MADELEINE

               I've said it all along: I don't

               care.  You don't need to protect

               me from them.



She takes Astor's hand and rests it on her stomach.

                          

                          MADELEINE

                    (continuing)

               Don't you want him born in his

               own home?



Melting, he wraps his arms around her waist and presses his

face against her.

                                             

                                             CUT TO:



EXT.  PARIS  -  NIGHT



STOCK establishing.







INT.  THEATRE DRESSING ROOM



We can hear the show OS -- an upbeat, French musical revue.



In her private room, an impossibly beautiful, blonde French

woman, MADAME AUBERT, sits in a silk robe, removing her

stage make-up at a dressing table.  She is something less

than 30... or so she looks.  A small smile plays upon her

lips, as if she's enjoying some private joke.



She crosses to change behind a curtain.  Just as she tosses

her robe up over the curtain, there is a knock at the door.

                          

                          MME. AUBERT (OS)

               Yes?



The door opens and a Stagehand sticks his head in.

                          

                          STAGEHAND

                    (French accent)

               Madame Aubert, there is a

               Monsieur Guggenheim to see you.



Dressed in white tie and tails, youthful-looking American

mining millionaire BENJAMIN GUGGENHEIM (47) enters and

closes the door behind him.

                          

                          MME. AUBERT (OS)

                    (French accent)

               Well, Monsieur, if you have come

               to see me...



She steps from behind the curtain.

                          

                          MME. AUBERT

                    (continuing)

               ...Your timing is impeccable.



She crosses to him... naked.  He cannot help but admire her

for a moment before kissing her.  She smiles and leans

against the dressing table, enjoying her effect on him.

                          

                          GUGGENHEIM

               You sang quite well tonight.

                          

                          MME. AUBERT

               I saw you in the audience.

                          

                          GUGGENHEIM

                    (after a long beat)

               Look... I have to be in New York

               for a while.



Mme. Aubert is stunned.  Turning away from Guggenheim so he

cannot see the sadness on her face, she grabs her robe from

atop the curtain and pulls it on.

                                             

                                             (CONTINUED)

     CONTINUED:

                          

                          MME. AUBERT

               I am relieved, actually.  Paris

               will go back to being perfectly

               dull.



He takes an envelope from his waistcoat pocket, opens it and

places its contents on the table:



Two steamship tickets with the White Star logo on them.



After a long moment, she picks them up.

                          

                          GUGGENHEIM

               I booked a stateroom right across

               from mine.

                          

                          MME. AUBERT

               After a visit to France, most men

               are content with a tiny Eiffel

               Tower as a souvenir.

                          

                          GUGGENHEIM

               Most men have no imagination.

                          

                          MME. AUBERT

               I have a vivid imagination.  I am

               envisioning what your wife would

               say if we arrived together.

                          

                          GUGGENHEIM

               She has no interest in meeting my

               boat -- or my acquaintances,

               believe me.



Mme. Aubert looks again at the tickets.

                          

                          MME. AUBERT

               This ticket is one way.

                          

                          GUGGENHEIM

               I figure when you get bored,

               you'll let me know.

                          

                          MME. AUBERT

               I trust you will do me the same

               courtesy.

                          

                          GUGGENHEIM

               Deal.



He turns her to face him and her robe falls to the floor...







EXT.  WHITE STAR PIER  -  TITANIC (ACTUAL FOOTAGE)  -  DAY



The ship, five city blocks in length, sits berthed at Dock

44.  A thin stream of smoke rises from one smokestack.



SUPERIMPOSE: Southampton, England.  Monday, April 8.



INT.  FIRST CLASS DINING ROOM, TITANIC



Workmen are everywhere, putting the final touches on the ship.

In a frenzied rush they apply paint; position furniture; hang

draperies, paintings, mirrors, fixtures; distribute linens;

uncrate cutlery, tableware, dishes, glassware.



Andrews is in the middle of it all.  He cannot resist

encouraging the men, placing a table or a chair, or just

confirming that everything is right.  Ismay runs back and

forth, trying to keep up with him.

                          

                          ISMAY

               What's this I hear about you

               coming on the voyage with us?

                          

                          ANDREWS

               I'm going in my Uncle William's

               stead.  He has influenza.

                          

                          ISMAY

               J. P. Morgan's down with it, too;

               he's also missing the voyage.

                    (watches Andrews work)

               It'll be good for you, going in

               Lord Pirrie's place.  More time

               for you to tinker with an already-

               perfect vessel.



Andrews stops racing around.

                          

                          ANDREWS

               She could've been perfect, Bruce.

               You know that better than anyone.

                          

                          ISMAY

               What are you yammering about?

               She is.

                          

                          ANDREWS

               No... too many times my original

               plans were modified:  I didn't

               want to cut stewards' doors in

               the watertight bulkheads, but you

               insisted that passengers demand

               immediate attention.  The grand

               staircase we added is beautiful,

                          -more-

                                             

                                             (CONTINUED)

     CONTINUED:

                          

                          ANDREWS (Cont'd)

               but it means a huge opening at

               every level, so we could no

               longer have a watertight deck.

                          

                          ISMAY

               Those sorts of amenities attract

               the wealthy traveler --



A commotion (OS) gets their attention.

                          

                          ISMAY

                    (continuing; excited)

               The newsmen are here!



WIDER



Ismay hurries over to meet First Officer WILL MURDOCH, (39),

as he escorts some Reporters into the room.  Englishman

Murdoch is very proper and aloof, making him the perfect

showpiece officer for Ismay's public relations efforts.

                          

                          ISMAY

               Good day, everyone, good day!

               Everything's proceeding right on

               schedule!  Come, Mr. Murdoch, it's

               a Bedlam in here.  Let's show the

               gentlemen our swimming pool.



Impressed, the men from the press note this detail.

                          

                          ISMAY

                    (continuing; as they go)

               The first details I thought of

               when conceiving of this ship were

               the swimming pool and Turkish

               Bath...



Andrews sighs as he watches them leave -- typical Ismay.



EXT.  HANGAR & AIRFIELD  -  DUSK



Alex, dressed in greasy overalls, leans inside the engine

cowling on the side of a wood-and-canvas biplane.  Its well-

dressed Owner stands behind him, watching without a clue as

Alex tinkers with the engine.



After a moment, Alex closes the cowling.

                          

                          ALEX

               That oughta do it.

                                             

                                             (CONTINUED)

     CONTINUED:

                          

                          AIRPLANE OWNER

               Jolly good; thanks, Alex.



He slips Alex a pound note.  Alex takes it and nods to him.



NEW ANGLE



A yellow biplane lands on the grass airfield and taxis to a

stop next to the small wooden hangar.



Suzanne takes off her goggles and gets out of the front seat

of the plane.  She waves to her Flight Instructor, who

climbs out of the back seat.



As she crosses to Alex, several young, cocky aviators standing

by the hangar stare at her and mutter among themselves.



Alex, washing his hands with a hose, looks up at her and

smiles.

                          

                          ALEX

               How'd it go?

                          

                          SUZANNE

               Great.

                    (frowning; re Aviators)

               But not everyone approves of the

               little lady taking flying lessons.

                          

                          ALEX

               Give it time; you'll show 'em.

               I'm sure they wonder whether

               flying's just a rich girl's

               passin' fancy for you.

                          

                          SUZANNE

               The way it's a passing fancy for

               most of them?

                          

                          ALEX

               You got it.

                    (beat)

               I'm sure they wonder about us,

               too.  We're not exactly the most

               likely couple.

                          

                          SUZANNE

               Let them wonder.  I hate being

               predictable.



Alex unzips his overalls; underneath he's wearing his

regular clothes.  He and Suzanne walk together, hand in

hand, on the now-quiet, grassy field.

                                             

                                             (CONTINUED)

     CONTINUED:

                          

                          SUZANNE

                    (continuing)

               I can get away for a few hours

               this weekend.

                          

                          ALEX

               Let's come back here.  One of the

               blokes is flyin' a de Havilland --

               the design like my models.

                          

                          SUZANNE

               I heard someone just flew across

               the U.S. in one, and it only took

               eighty-six hours.

                          

                          ALEX

               I tell you, it's the new gold

               rush.  I'm just dyin' to stake my

               claim in it.

                          

                          SUZANNE

               I'm not too worried about you

               getting everything you want.



He wipes a smudge of grease off his arm, and glances over at

the Aviators.

                          

                          ALEX

               First thing I want -- after I get

               my own aeroplane -- is someone

               else to work on it while I stand

               around in a nice new suit.

                          

                          SUZANNE

                    (laughs)

               You'd never let anyone near it.

                          

                          ALEX

               No, but I can dream.



Suzanne stops walking and sits on the grass to watch the

sunset.  After a moment, she turns to Alex.

                          

                          SUZANNE

               It bothers you... our not being a

               'likely couple.'

                          

                          ALEX

               I suppose.  Sometimes.  Mostly I

               worry there's no future in it.

                          

                          SUZANNE

               Bite your tongue... Or better

               yet, let me do it.

                                             

                                             (CONTINUED)

     CONTINUED:  (2)



She pulls him close and nibbles at him.  Alex laughs and

shakes his head.

                          

                          ALEX

               You're a tough one to have a

               serious conversation with.

                          

                          SUZANNE

               Skill and practice, my dear.

                    (beat; smiles)

               Tomorrow, I promise.  Right now

               we have a sunset to watch...



INT.  OXFORD ACADEMY  -  SUZANNE'S ROOMS  -  NIGHT



The mantle clock chimes midnight as Suzanne lets herself in.

She stops dead when she sees a fire in the hearth and a huge

pile of matching luggage stacked up in the parlor.

                          

                          RUTH (OS)

               Good morning.



The voice comes from behind the high-backed chintz chair

facing the fireplace.

                          

                          SUZANNE

               Mother?!



RUTH EVANS stands, causally, as though they'd just seen each

other for tea that afternoon.  She's 52, solidly-built; it

is not surprising that she gets what she wants.  But under

her formidable exterior is a deep well of vulnerability.  As

the saying goes, she can dish it out but she can't take it.



Suzanne is stunned to see her.  Realizing, Suzanne shoots a

look at her Roommate, who had been sitting with Ruth.  Her

Roommate quickly and guiltily retreats into the other room.

                          

                          RUTH

               Congratulate me.  Eugene finally

               got up the nerve and proposed.



She looks at herself in the mirror over the mantle and frowns.

                          

                          RUTH

                    (continuing)

               Though Lord knows I'll resemble

               no bride in any magazine.

                    (turns to Suzanne)

               I want you to give me away.

                          

                          SUZANNE

               You came all the way from New York --

                                             

                                             (CONTINUED)

     CONTINUED:

                          

                          RUTH

               -- Oh, sailing is such a holiday

               for me.  Captain Smith is taking

               a new ship on her maiden voyage;

               you and I will be aboard her.

                          

                          SUZANNE

               If you're taking about the

               Titanic, she sails on Wednesday.

                          

                          RUTH

               Everyone who's anyone is going.

                          

                          SUZANNE

               It's the middle of the term.

               Besides, why must you have your

               wedding so suddenly?

                          

                          RUTH

               Who said suddenly?  It isn't for

               two months.

                          

                          SUZANNE

               I'm not going anywhere.



Suzanne glares at Ruth, waiting for her reaction.  But Ruth's

smile doesn't fade as she nonchalantly walks around the room.

                          

                          RUTH

               Given your disinterest in your

               schooling, I have to wonder what

               would keep you here.  It couldn't

               be love.  I just can't see you in

               love with an English barber.

                          

                          SUZANNE

               Nice to see you managed to get

               the facts all wrong, as usual.

               He's an aeroplane designer.

                          

                          RUTH

               Sure.  One of those rustic chaps,

               using phrases like: 'Soon as I'm

               able to stake my claim...'  That

               means 'I need money,' doesn't it?



She's quoting from one of Alex's ribbon-tied letters, which

are spread out on the table in front of Ruth's chair.

                          

                          SUZANNE

               How dare you!



Furious, she gathers up the letters.

                                             

                                             (CONTINUED)

     CONTINUED:  (2)

                          

                          SUZANNE

                    (continuing)

               You have no idea how laughable it

               is, the notion of Alex asking for

               money.

                          

                          RUTH

               I'm delighted you've found

               something laughable here.  Remind

               me about it if my fiancι should

               withdraw.



The thought of it makes her eyes well up with tears.  She

sits on the sofa, seeming, for a moment, helpless and afraid.

                          

                          RUTH

                    (continuing)

               And he could, you know!  He'd be

               completely entitled, even with a

               breath of scandal hanging over

               our family.

                          

                          SUZANNE

                    (sighs)

               I'm sure he would be.

                          

                          RUTH

               Suzanne, I was young once... or so I

               remember.  I know how thrilling it

               is to be impetuous.  Believe me, I

               wish Eugene were a little more

               impetuous.  I wouldn't have been on

               tenterhooks all these months,

               waiting for him to make up his mind.

                    (beat)

               Just consider one thing: If you

               truly believe there's something...

               real with this person, then coming

               home for a few months will mean

               nothing to you.



Suzanne stares at Ruth for a moment, then sags.  Ruth's gotten

to her.  Seeing she's gotten her way, Ruth perks up again.

                          

                          RUTH

                    (continuing)

               Besides, there's nothing like a

               peaceful trip across the Atlantic

               to clear one's mind.

                                             

                                             CUT TO:







EXT.  ALEX'S FAMILY'S FLAT  -  DAY



Suzanne steps out of a hansom cab in front of a barber shop

in a working-class neighborhood.  She gets some stares from

passers-by; she and the cab (which waits for her) are

clearly out of place here.



She looks up at the flat above the shop.  All the lights are

off.  A bike chain and lock hangs from the stair railing --

Alex's bike is not there.  Suzanne almost climbs the stairs;

instead, frustrated, she writes a note and pins it to the

postbox.  She gets back into the cab and it drives off.

                                             

                                             CUT TO:



INT.  ALEX'S FAMILY'S FLAT  -  ALEX'S ROOM  -  NIGHT



Meticulous home-made airplane models line the shelves.  Alex

stands hurriedly packing books into a box.  At his feet are

several other boxes already full of books.  Alex's MUM and

FATHER (50's) come into his room.

                          

                          ALEX

               Pawnbroker's waitin' up for me.

               Gonna sell my books.

                          

                          MUM

               You got us intrigued.

                          

                          ALEX

               Mum, how long have I talked of

               makin' something of my life?

                          

                          MUM

               Not near as long as your Father's

               flapped about improving his self.

                          

                          FATHER

               Mind your mouth, woman.

                          

                          ALEX

               I'm goin' to America.

                          

                          MUM

               And now you'll say this has

               nothing to do with the chippie

               leavin' letters on the postbox.

                    (off Alex's look)

               We saw her; came in a bloomin'

               coach, she did.  Alex!  Get your

               head out of the clouds... girl

               like that.

                    (to Father)

               You, make yourself useful -- talk

               some sense to the lad.

                                             

                                             (CONTINUED)

     CONTINUED:



Under Mum's glare, Father puts his hand on Alex's shoulder.

                          

                          FATHER

               I were you, I'd bloody well swim

               to America.

                          

                          MUM

               Just lovely!

                    (to Alex)

               You'll pay the rent with your

               looks?  Escort your fine lady to

               the soup kitchen every night?

                          

                          ALEX

               I'll do what I have to.

                          

                          MUM

               You're dreamin'... as usual.

                          

                          FATHER

                    (to Mum)

               Better that than wonderin' what

               woulda been for the rest of his

               life.



Father crosses to the kitchen and reaches under the sink.

He pulls out a folded wad of bills hidden behind the drain.

                          

                          MUM

               You're doing him no favor.  After

               that's gone, then what?



Father offers the money to Alex.  Alex shakes his head.

                          

                          ALEX

               I'll work as a mechanic; show the

               builders my aeroplane designs.  I

               do have a skill or two.

                          

                          MUM

               They got aeroplanes right here in

               England, Alex.  No girl's worth

               turnin' your life on its ear.

                          

                          ALEX

               This one is.



Mum glares at Alex for a long moment, then grabs the money

from Father and stuffs it in Alex's hand.

                                             

                                             (CONTINUED)

     CONTINUED:  (2)

                          

                          MUM

               Take it, you fool; it means that

               much longer 'til you starve.

                          

                          ALEX

               Nice to be off with a vote of

               confidence ringin' in my ears.

                                             

                                             DISSOLVE TO:



EXT.  WHITE STAR PIER  -  (INCLUDE ACTUAL FOOTAGE)  -  DAY



Crewmembers, sea bags slung over their shoulders, come

aboard an aft gangplank with boisterous camaraderie.  They

look up at their new ship, awestruck and excited.



SUPERIMPOSE: Wednesday, April 10.  Departure day.



NEW ANGLE  -  (INCLUDE ACTUAL FOOTAGE)



Far above the crewmen, on the platform beside the First

Class rail depot, the wealthy and famous passengers are

equally excited as they come aboard.



All along the pier, townspeople, reporters, onlookers and

loved ones crowd every available space.  Everyone wants to

be a part of this momentous occasion.



INT.  BRIDGE / CHARTROOM, TITANIC



The Bridge hums with activity: Crewmen, White Star

officials, workers, all rushing to complete their final

duties at port.



The Bridge is state-of-the-art for 1912.  There are

telephone connections to the rest of the ship, an electric

telemotor on the pilot's wheel, and electronic switches to

automatically control many of the ship's functions.



In the adjoining chartroom, small, dapper Fourth Officer

JOSEPH BOXHALL uses a straight-edge to mark the Titanic's

course across a four-foot-wide map of the North Atlantic on

a lighted, inclined table.



A Yeoman in a crisp uniform blows a small whistle.

                          

                          YEOMAN

               Captain on the Bridge!



Everyone freezes and comes to attention.



CAPTAIN EDWARD J. SMITH strides onto the Bridge, and there

is no doubt who is in command here.

                                             

                                             (CONTINUED)

     CONTINUED:

                          

                          CAPTAIN SMITH

               As you were.



Immediately, everywhere he turns people thrust clipboards at

him for his signature, and he works quickly through the

thousand details of preparing a ship for departure.  He's a

big man, 62, British throughout, with a gray beard and

barrel chest.  He has the autocratic look of an officer who

thunders orders from the Bridge.  Actually, he rarely raises

his voice and smiles easily.



Fifth Officer HAROLD LOWE (28, Welshman) approaches.  Lowe is

smart, aggressive, an up-and-comer.  But the very traits that

make him a natural leader make him a difficult officer: he

hates following rules, he's short-fused, and he's outspoken.

                          

                          CAPTAIN SMITH

                    (continuing; to Lowe)

               Yes, what is it, Mister....

               name's Lowe, isn't it?

                          

                          LOWE

               Aye, Captain.  Chief Bell thought

               you should know there's a small

               fire in the number six coal bin,

               but he says it's one hundred

               percent under control.

                          

                          CAPTAIN SMITH

               Very well.  Tell me, Lowe, I've

               heard talk of some difficulties:

               New manner of ship; confusion with

               the men...  Speak freely, son.

                          

                          LOWE

               Crew's a fine bunch, sir.  I know

               quite a few of them -- most come from

               the same neighborhood here in

               Southampton.  But they're nine-

               hundred men never sailed all together

               as a crew before, so there's bound to

               be some confusion.  Still, all in

               all, they're as proud a group as I've

               ever seen.

                          

                          CAPTAIN SMITH

               Indeed, to serve aboard this vessel.

                          

                          LOWE

               And also... Captain... well, also

               to serve under you.

                    (embarrassed)

               You asked that I speak openly...

                                             

                                             (CONTINUED)

     CONTINUED:  (2)



Captain Smith turns toward the window so Lowe doesn't see

him smile.

                          

                          CAPTAIN SMITH

               Back to it, Mr. Lowe.  If we

               depart one second later than noon

               sharp it'll be your hide.



EXT.  WHITE STAR PIER  -  TITANIC  -  DAY



The excited steerage crowd shoves toward the gangplanks.

Ticket in hand, Alex stops, awestruck, when he sees the

Titanic looming up before him.



British working-class FREDERICK and AUGUSTA GOODWIN and

their family stand next to Alex with the same dazzled look

on their faces.  They look at him and cannot help but laugh.



They continue up the gangplank, their six children walking

in single file, linked together like pieces of a charm

bracelet on a long piece of yarn with handholds looped along

its length.  Alex follows after them.



INT.  TITANIC  -  FIRST CLASS CORRIDORS



Here above it is quieter and more orderly, but everyone is

just as excited as below.  Avuncular British Steward HENRY

ETCHES (50) shows Mme. Aubert to her stateroom nearby.  Good-

natured Etches has been serving the same clientele for

years, and he feels genuine affection for them.

                          

                          ETCHES

               ...I'm told we'll have crisp

               nights, but clear skies straight

               across.

                    (turns, smiles warmly)

               Why, Mr. Guggenheim!



WIDER



Another Steward is escorting Guggenheim and his VALET to his

stateroom, which is right across the corridor.

                          

                          GUGGENHEIM

               Good to see you, Henry.

                          

                          ETCHES

               Oh, likewise I'm sure, sir.  I

               knew you wouldn't be missing our

               maiden voyage.  Many of the

               regulars have joined us.

                                             

                                             (CONTINUED)

     CONTINUED:



Guggenheim tips his hat to Mme. Aubert as his Steward lets

him into his stateroom.  She makes a slight acknowledgment.

                          

                          GUGGENHEIM

               We think and act alike.  Too much

               effort to be original.



Guggenheim goes into his stateroom.

                          

                          ETCHES

                    (to Mme. Aubert)

               That was Mr. Benjamin Guggenheim.

               Lovely, wonderful gentleman, Mr.

               Guggenheim is.



Mme. Aubert just smiles.



INT.  THIRD CLASS CORRIDORS



There is a rush of steerage passengers, most of whom do not

speak English.  Alex wanders through a madhouse of Stewards'

gesturings and urgings; pauses, questions; cries of children,

angry misunderstandings of adults; confused murmurs,

directions, redirections; baggage, bundles and babies.



Alex steps aside as a dark-haired man with a huge, upturned

mustache, MR. NAVRATIL, pushes through the crowd with

singular determination, as if someone is chasing on his

heels.  He carries a small boy under each arm.  Something

about him gives Alex the creeps.



Cheerful, 20-year-old British Steward JOHN HART notices Alex

trying to get his bearings.

                          

                          HART

               Forward berth, I'd wager, not

               that I'm a gamblin' man.  Single

               men are quartered up front.

                          

                          ALEX

               How far up front?

                          

                          HART

               You'll be in New York an hour

               before this part of the ship.



The Goodwins move past Alex and Hart.  Fred, (40), carries

the bulk of the family's twine-secured baggage; Augusta,

(43), rides herd on the kids.  Fred has a wide, honest face,

dark hair; he seems overwhelmed by the surroundings.  Augusta

is far more enthusiastic about this adventure.

                                             

                                             (CONTINUED)

     CONTINUED:

                          

                          FRED

               ...Company, left face, forward,

               tighten ranks back there, fellas.

               Heads up... Charles, William,

               mind the youngsters now...



Quite the serious little man, CHARLES (14) takes the lead on

their yarn line.  Right behind him is WILLIAM (11).  He does

not like being Number Two Son, and he chafes at his

secondary position along the line.



HAROLD (9) and SIDNEY (6) are in the middle of the line.

LILLIAN (17) and JESSIE (10) hold hands and stand at the

rear, as far apart from the boys as the tether allows.  The

girls wear simple clothes and matching bows in their hair,

which is parted down the middle.  Lily has noticed Alex, and

she smiles shyly at him.



Hart crouches down next to the boys.

                          

                          HART

               How would you blokes like to be

               ship's crewmen?



They look at each other, and then at him, nodding.  He digs

two White Star lapel pins out of his pocket and attaches

them to the boys' jackets.  Hart stands and salutes.

                          

                          HART

                    (continuing)

               Carry on, mates.

                          

                          FRED

                    (to Hart)

               Thanks.



Hart nods to Fred and continues moving through the crowd.

Alex smiles at the boys admiring their pins.

                          

                          ALEX

               Big day today, huh, men?

                          

                          FRED

                    (to Alex)

               Had a bit a luck.  We were booked

               on the Oceanic, but she's not

               sailin' this week, so they bumped

               us to the Titanic.

                          

                          AUGUSTA

                    (looks at Fred)

               I call it a good omen, I do.  Off

               to a fine start to our new life.

                                             

                                             (CONTINUED)

     CONTINUED:  (2)

                          

                          FRED

                    (shakes hands with Alex)

               Fred Goodwin.

                          

                          ALEX

               Alex O'Connor.  Have you noticed

               any way up to the top decks?

                          

                          FRED

               Don't know if you can get to 'em

               from here.

                          

                          ALEX

                    (grins)

               Well, I got quite a surprise for

               someone up above --



CUTAWAY



The Titanic's whistle (the largest ever built) thunderously

splits the air.



BACK TO SCENE



Everyone clamors to get to a porthole to watch the

departure.  Alex waves to the Goodwins and runs off.  Fred

hoists his boys up to peer through a porthole.



EXT.  FIRST CLASS PROMENADE  -  (INCLUDE ACTUAL FOOTAGE)



Excited First Class passengers on the glass-enclosed

Promenade wave emotionally to loved ones on the dock far

below.  We notice Andrews among them, waving to his family.



Everywhere Suzanne looks she sees lovers hugging and

kissing, which doesn't exactly brighten her mood.



INT.  BRIDGE



Captain Smith nods to Quartermaster ROBERT HITCHENS, who

pulls the lanyard and blows the whistle for a second time.



INT.  SECOND CLASS CORRIDORS / THIRD CLASS CORRIDORS



The whistle blows (OS) for the third time.  Fifth Officer

Lowe, running through the Second Class corridors below,

checks his watch.  It's 11:59.







ALEX



is in the Third Class corridors, on the other side of a

metal gate, above which is a sign: "To Upper Decks."  He

sees Lowe rushing by on the other side.

                          

                          ALEX

               Hey!  This gate is locked!

                          

                          LOWE

                    (stops)

               That's the idea.  Steerage can't

               mingle among the other passengers.

                          

                          ALEX

               Why in the bloody hell not?

                          

                          LOWE

               Yank immigration laws, on account

               of infectious diseases.

                          

                          ALEX

               I'm not askin' you to kiss me,

               just let me through.

                          

                          LOWE

               Look, I'm not about to lose my

               stripes the first day out.  Even

               if it would break my record of

               losing 'em the second day.

                          

                          ALEX

               I got to see someone in First

               Class.

                          

                          LOWE

               Sorry, mate.  Third Class stays

               below.



As Lowe hurries off, Alex stands behind the gate and fumes.



EXT.  FIRST CLASS PROMENADE



Within the enthusiastic crowd above, Suzanne feels terribly

alone.  Ruth glances over at her and frowns.



INT. / EXT.  TITANIC  -  DEPARTURE



NOTE:  In recreating the following near-collision, we will

make it appear as though it is all actual footage.







EXT.  BOAT DECK, FORWARD



Second Officer HERBERT LIGHTOLLER relays messages over the

telephone handset to the Bridge.

                          

                          LIGHTOLLER

                    (into phone handset)

               Tugs all fast.



INT.  BRIDGE



Fourth Officer Boxhall, on the phone, nods to Captain Smith.

Captain Smith stands next to the Harbor Pilot.  Ismay stands

nearby, puffed up with pride.

                          

                          CAPTAIN SMITH

               Take her out, George.



Lowe hurries onto the bridge and takes his post.



EXT.  PIER  -  (ACTUAL FOOTAGE)



Along the mighty ship hawsers splash into the water; the

pierhead gang draw them ashore.



The huge crowd of people on the pier cheer as the ship

begins to move.



INT.  THIRD CLASS CORRIDORS



Alex peers through a porthole, excited about his adventure

despite his frustration at being stuck below.



INT.  FIRST CLASS PROMENADE



First Class passengers on the glass-enclosed Promenade wave

emotionally to loved ones on the dock far below.



EXT.  WHITE STAR PIER



The tugs ease the Titanic away from the dock.  Her props

create a bubbling wake behind her.



She proceeds along the narrow waterway between other ships

moored at the dock, and the jetty separating the harbor from

the open sea.



INT.  BRIDGE



Captain Smith peers down through the windows.  Something

doesn't feel right to him.

                                             

                                             (CONTINUED)

     CONTINUED:

                          

                          CAPTAIN SMITH

               What is our clearance?

                          

                          HITCHENS

               Eighty feet, Captain.



INT.  FIRST CLASS PROMENADE



Suzanne looks down and gasps.

                          

                          SUZANNE

               That ship -- it's moving!



Andrews and others have also seen the movement.



POV FROM PROMENADE



We see a 200-foot-long steamer, the New York, being pulled

from her moorings by the suction of the Titanic passing by.



One by one, the steel cables holding her alongside the dock

stretch and snap.

                                        

VOICE #1 (OS)                           VOICE #2 (OS)

  The lines snapped!            Watch out!



INT.  BRIDGE



Frightened, Ismay cranes to see through the window.  Captain

Smith takes the phone from Boxhall.

                          

                          CAPTAIN SMITH

                    (into phone)

               Lightoller, what's happening

               there?



EXT.  BOAT DECK, FORWARD



Lightoller peers over the railing.

                          

                          LIGHTOLLER

                    (into phone)

               The New York broke from her

               moorings!  Our wake's sucking her

               into us!



INT.  THIRD CLASS CORRIDORS  -  INCLUDE POV THRU PORTHOLE



Fred Goodwin picks Jessie up to let her look through the

porthole.  He seems perplexed, then frightened, as the huge

gray side of the New York looms up on them.







INT.  FIRST CLASS PROMENADE



Everyone is silent, tense, waiting for the collision.

Andrews grips the railing.

                          

                          ANDREWS

                    (sotto)

               Dear God... It's going to hit us.



POV FROM PROMENADE



As some tugs move toward the New York, her stern continues

to swing toward the Titanic.



INT.  THIRD CLASS CORRIDORS



Alex runs to another porthole, then another, to get a better

look at the approaching ship.



INT.  BRIDGE



The Harbor Pilot is paralyzed with fear.  So is Ismay.

Captain Smith calmly turns to Lowe.

                          

                          CAPTAIN SMITH

               Reverse all engines.

                          

                          LOWE

               Reverse engines!



Hitchens pulls the engine telegraph handles.

                          

                          CAPTAIN SMITH

               Port engine only... ahead one

               quarter...



Hitchens doesn't get it but he follows orders, pushing the

left telegraph handle forward...

                          

                          CAPTAIN SMITH

                    (continuing)

               Reverse port again on my order...

                    (three-second pause)

               ...Now.

                    (on phone)

               Mr. Lightoller?



EXT.  BOAT DECK FORWARD



Lightoller peers below through the smoke from the tugs.

                                             

                                             (CONTINUED)

     CONTINUED:

                          

                          LIGHTOLLER

                    (on phone)

               A wash... there was a wash,

               Captain, it nudged her back!

               Couldn't've missed us by more

               than four feet!



INT.  BRIDGE



Ismay, Hitchens and Boxhall breathe a sigh of relief. Lowe

looks at Captain Smith, awestruck.

                          

                          CAPTAIN SMITH

               All stop.

                    (calmly)

               Inform Cherbourg we'll be running

               a bit late.  I want a full

               inspection before we proceed.



INT.  FIRST CLASS PROMENADE



Reaction shots: Suzanne, Ruth, and Andrews are too stunned

for words by this amazingly close call.



INT.  THIRD CLASS CORRIDORS



Alex sighs with relief.  He wanders back to the main

corridor, catching sight of the Goodwins.  Fred holds a

shaken Augusta in his arms.  He looks over at Alex, relieved

but still frightened.

                                             

                                             FADE OUT

                       END OF ACT ONE

                              

                              

                              

                           ACT TWO

                              

                              



FADE IN:



EXT.  OCEAN  -  TITANIC  -  DUSK



She's a glorious sight, steaming across the English Channel

at 18 knots.



INT.  FIRST CLASS DINING ROOM  -  EVENING



In the huge, beautifully-appointed dining room, stewards lay

out linen and place settings.  There is a steady stream of

curious passengers walking through to marvel at the place.



The 7-man orchestra set up their instruments.  The Cellist

is trying to button the too-tight top button of his green

orchestra uniform.  The Pianist laughs at his struggles.

Orchestra leader WALLACE HARTLEY helps the Cellist fasten

the button.

                          

                          HARTLEY

               Blimey, Jock, don't rip your

               monkey suit.  They're on loan

               from the Black Brothers.

                          

                          CELLIST

               Black Hearted Brothers, you mean.

                          

                          PIANIST

               There's a mouthful.  Miserable,

               tightfisted booking company.



NEW ANGLE



The bandmembers notice several Crewmembers huddled around

Quartermaster Hitchens near the entrance to the room.

Hartley quiets his men so they can listen in.

                          

                          HITCHENS

                    (sotto)

               ...No surprise we almost collided.

               It's the jinx upon her, mark my

               words.  I got mates, work at the

               shipyards.  They told me: listen

               at night for tapping.  A man's

               trapped alive, sealed within the

               double bottom.  And there's her

               hull number: 390904.

                          -more-

                                             

                                             (CONTINUED)

     CONTINUED:

                          

                          HITCHENS (Cont'd)

                    (pauses for effect)

               Hold it to a mirror. It says "No

               Pope" -- sign of the Antichrist.



The crewmen snicker, but uneasily.  A sudden burst of spooky

violin music startles them.



It's Hartley.

                          

                          HARTLEY

               Jumpy, lads?



The musicians laugh, as do the crewman -- except Hitchens.



ANGLE NEAR WINDOWS



Pausing from a stroll around the ship, Suzanne stands near

the wall of windows, staring out at the ocean.  She doesn't

notice two people stopping next to her.

                          

                          MRS. STRAUS

               A wedding in the family, and she

               looks like it's a funeral.



Startled, Suzanne turns to a couple in their sixties, IDA and

ISIDOR STRAUS. Mr. Straus is balding, with chin whiskers,

gold-framed pince-nez and mustache.  Mrs. Straus wears her

graying hair piled on her head in the fashion of the day.

                          

                          SUZANNE

               Mrs. Straus... I guess my mind

               was elsewhere...

                          

                          MRS. STRAUS

               So I see.  And since you're

               facing where we've been, and not

               where we're going, elsewhere's

               back in England?

                          

                          MR. STRAUS

                    (to Mrs. Straus)

               Ida, it's none of our business.

                          

                          MRS. STRAUS

               That's for her to say.

                          

                          MR. STRAUS

               She's going to tell you?

                                             

                                             (CONTINUED)

     CONTINUED:

                          

                          MRS. STRAUS

                    (smiles at Suzanne)

               If she's her mother's daughter

               she will.

                    (to Suzanne)

               You be sure, let Ruth know how

               much we've missed her while we've

               been away.  We look forward to

               seeing her in New York.

                          

                          SUZANNE

               She's aboard.  She locked herself

               in our stateroom all afternoon,

               deciding what to wear for her

               grand entrance tonight.

                          

                          MRS. STRAUS

                    (surprised)

               I heard she was in New York, just

               last week.

                          

                          SUZANNE

               She went rushing to England to

               drag me home.

                    (beat)

               And I'm here because I followed,

               without a whimper.



Mr. Straus looks at his wife -- enough with the prying.

                          

                          MRS. STRAUS

               Maybe it's none of our business...

                          

                          SUZANNE

               Whatever anyone in society does is

               everyone's business.  That's the

               way of our world.  And I doubt the

               world's about to change.

                    (looks out over ocean)

               All you can hope for is someone

               who makes you forget about the

               world for a while.

                                             

                                             DISSOLVE TO:



EXT.  FIRST CLASS DINING ROOM  -  NIGHT



The room is full of people now.  The diners are in their

finest -- ladies in exquisite gowns, men in white tie and

tails.  The mood is festive.



Wallace Hartley's Orchestra, now and throughout, plays a

lively selection of popular music of the day: "The

QuakerGirl," "The Chocolate Soldier," "The Merry Widow,"

"Mikado," "Pirates of Penzance," "Iolanthe," Strauss

                                             (CONTINUED)

     CONTINUED:



Waltzes, "Oh, You Beautiful Doll," "Alexander's Ragtime

Band," etc.



Andrews sits by himself, scribbling notations in a notebook.



ANGLE NEAR DINING ROOM ENTRANCE



Astor and Madeleine peer into the room.  Madeleine looks at

him encouragingly and they walk in, hand in hand.  Several

passengers turn and gawk at them.



Sitting with their husbands, two society matrons, Mrs.

Widener and Mrs. Thayer, smirk and whisper to each other:

                          

                          MRS. WIDENER

               It's Jack Astor!

                          

                          MRS. THAYER

               You'd think they'd have the

               decency to slink back into the

               country less obtrusively.

                          

                          MRS. WIDENER

               I can't imagine decency being a

               concern for Mr. and the second

               Mrs. Astor.



Madeleine smiles at Astor, trying not to show she's stung.

                          

                          MADELEINE

                    (to Astor)

               Makes me homesick for the farm,

               all the hens clucking around here.



Astor turns, his dark eyes burning, and levels a disdainful

gaze at the women.  Mortified, they look away.  He turns

back to Madeleine.

                          

                          ASTOR

               We should've stayed in Egypt.

                          

                          MADELEINE

               And give them the satisfaction of

               keeping us away?



Suddenly, the formidable MOLLY BROWN approaches, arms opened

wide.  Molly's large, almost fifty, with flaming red hair,

red dress and fox furs.

                          

                          MOLLY

               I never thought I'd live to see

               it -- Jack Astor, you have a tan!



She kisses Astor on both cheeks.

                                             

                                             (CONTINUED)

     CONTINUED:

                          

                          ASTOR

               Molly!

                          

                          MOLLY

               I don't care what your plans are,

               you're sitting at my table.

                          

                          MADELEINE

               We don't really have any plans,

               we're just touring the ship.



Molly notices Astor's discomfort at people staring at them.

                          

                          MOLLY

                    (sotto)

               Hell with 'em.  The day you let

               this bunch tell you how to live

               you're deader than one of those

               mummies you're so fascinated with.

                          

                          ASTOR

               I thought we'd finish seeing the

               ship, then have a bite in our

               stateroom, if you'd care to join

               us.

                          

                          MOLLY

               I would not.  You go tour this

               floating Taj Mahal on your own if

               you have to.  Madeleine and I are

               staying right here.



Madeleine looks at Astor, and he nods his approval.  Before

letting go of her hand, he holds it to his lips.  The

murmurs increase as he strides out the door.



ANGLE ON CAPTAIN'S TABLE



With a sour look on her face, Ruth watches Astor leave.  She

is dressed in a lavish blue gown, which she keeps adjusting

and smoothing down.



Suzanne, her back to the entrance, misses the drama

surrounding the Astors.  She and several other passengers,

including two poster boys for the idle rich, WOOLNER and

STEFFANSON, are watching Ismay.  He stands next to the

table, stacking champagne glasses into a pyramid.

                          

                          STEFFANSON

               So, what is our speed?  Woolner

               and I have wagered on it -- I say

               we're traveling in excess of

               twenty knots.

                                             

                                             (CONTINUED)

     CONTINUED:

                          

                          ISMAY

               Mr. Woolner owes you some money.



Everyone in the room breaks into applause and watches with

awe as Captain Smith crosses to the table and sits.

                          

                          CAPTAIN SMITH

               Good evening.  Please forgive my

               tardiness.



Captain Smith looks askance at Ismay's stack of glasses.

                          

                          WOOLNER

               Mr. Ismay has been demonstrating

               the steadiness of the ship to us.

                          

                          CAPTAIN SMITH

               So I see.



Embarrassed, Ismay unstacks the glasses.

                          

                          RUTH

                    (to Ismay)

               I'm loath to date myself by

               mentioning this, but when I was a

               child we sailed on one of your

               father's first clippers.  Just

               imagine what his reaction to the

               Titanic would've been.

                          

                          ISMAY

                    (laughs humorlessly)

               Astonishment, madam; jaw-dropping

               astonishment.  He was more than

               content keeping the same vessels

               he'd had when he founded this

               shipping line.  It fell to me to

               create a ship for the Twentieth

               Century.



Ismay's awkward boast makes Captain Smith and the others

uncomfortable.  Ismay nervously twists the small ring on his

pinkie while he scans the dining room.

                          

                          ISMAY

                    (continuing)

               Ah, there's Mr. Straus.

               Everything that man touches...

               gold.  Excuse me.







ISMAY



walks over to schmooze with Ida and Isidor Straus.  Seeing

him approaching, they look pained.



SUZANNE



turns to Captain Smith.

                          

                          SUZANNE

               I believe we'll soon be flying

               across the Atlantic.

                          

                          CAPTAIN SMITH

               That would not surprise me in the

               least.

                          

                          RUTH

               Aeroplanes.  The pastime of

               lunatics and daredevils.

                          

                          SUZANNE

               I'm so sorry my interests don't

               meet with your approval.

                          

                          RUTH

               More than likely that's why

               they're your interests.

                          

                          SUZANNE

                    (to Woolner)

               Does your mother presume your

               every action is done only to

               contradict and irritate her?

                          

                          WOOLNER

               Of course.  Doesn't everyone's?



Everybody at the table laughs, except Ruth.



INT.  GUGGENHEIM'S STATEROOM  -  NIGHT



The stateroom is actually an enormous suite, as elegant and

well-appointed as rooms in an English manor.



Guggenheim, his jacket off, looks up as someone knocks

softly on the door.  After a beat it swings open, and Mme.

Aubert comes in.  He turns back to the papers he's working

on.  She puts her hands on his shoulders and massages them.

                          

                          MME. AUBERT

               Bad news?

                                             

                                             (CONTINUED)

     CONTINUED:

                          

                          GUGGENHEIM

               The reason I needed to get to New

               York hasn't waited for me to get

               there.



She notices a small gold frame containing three pictures of

little girls practically hidden in the back of the desk.

Guggenheim sees she's spotted it.

                          

                          GUGGENHEIM

                    (continuing)

               My girls -- Peggy, Benita, and

               Barbara.

                          

                          MME. AUBERT

               It is sad I will never meet them.

                          

                          GUGGENHEIM

               They're real pistols.

                    (beat)

               How's your suite?

                          

                          MME. AUBERT

               Quite comfortable.

                          

                          GUGGENHEIM

                    (frowns)

               The gilded cage.  I would've

               preferred skipping the pretense.

                          

                          MME. AUBERT

               This is a ship full of Englishmen

               and Americans.  If they were

               French, you could drink champagne

               from my slipper at the Captain's

               table without raising a single

               eyebrow.

                          

                          GUGGENHEIM

               Is that a dare?

                          

                          MME. AUBERT

                    (laughs)

               I know better.

                          

                          GUGGENHEIM

               All this talk of champagne; I'm

               thirsty.

                          

                          MME. AUBERT

               I have already asked they send

               some down.



Pleased, Guggenheim undoes his collar and tie.







INT.  THIRD CLASS CORRIDORS  -  NIGHT



The corridor ends at a locked bulkhead door.  A sign above

the door reads To First Class - Crew Only.  Alex opens a

Firemen's trap door on the floor nearby and climbs down a

metal ladder.



INT.  FIREMAN'S TUNNEL



The ladder brings him to a six-foot-wide tunnel running

under and past the locked door on the deck above.  The

tunnel, which runs above the huge reciprocating engines, is

full of pipes and machinery, illuminated by dim utility

lights.  Alex hurries along, turns a corner and runs right

into someone...



It's Astor, intently watching the workings of the machinery

below.  Astor looks up at him.

                          

                          ASTOR

               I'm relieved you're not a crewman.

               They always feel obliged to tell

               me all the insurance regulations

               prohibiting passengers from being

               here.

                    (beat)

               Bored up top, or hopelessly

               curious?

                          

                          ALEX

               Both.



They look down, watching the machinery.

                          

                          ASTOR

               Those engines send fifty thousand

               horsepower to the propellers.

                    (beat)

               We're surely living in an amazing

               age.

                          

                          ALEX

               Isn't that a Chinese curse?  'May

               you live in interesting times.'

                          

                          ASTOR

                    (smiles)

               Indeed.  Are you heading back to

               First Class?

                          

                          ALEX

               Uh... sure.  After you.







EXT.  FIRST CLASS CORRIDORS  -  NIGHT



The elevator doors open.  Waving to Astor, who stays in the

elevator, Alex steps out onto the First Class Promenade.  He

finds himself surrounded by elegant, fairy-tale people.

They're talking, laughing, moving with a grace and ease he'd

not thought possible.



He walks among them, unnoticed, dazzled by his surroundings.

He bumps into a group of well-dressed people and, as if they

sense he is not one of them, they brush by without

acknowledging him.



Rattled, Alex follows some young people's voices up the

stairs to the Boat Deck.



EXT.  BOAT DECK, PORT



It's dark on most of the Boat Deck.  Just outside the

brightly-lit gymnasium, Alex pauses.



INT.  GYMNASIUM



The Gym Instructor is demonstrating the exercise equipment

to some passengers.



Alex looks for Suzanne, but doesn't see her.  Increasingly

self-conscious, he slips back out onto the Boat Deck.



INT.  BRIDGE



The bridge, illuminated only by the light of compass in the

wheelhouse, is a chilly contrast to the brightness and

warmth of the dining room.



Fourth Officer Boxhall is peering off the port side.  He

takes a pair of binoculars from below a console to get a

better look.  First Officer Murdoch, the Officer on Duty,

crosses over from the wheelhouse.

                          

                          MURDOCH

               Who do we have there, Mr.

               Boxhall?  Looks like a freighter.

                          

                          BOXHALL

               Yes, sir.  The Rappahannock, on

               the opposite course.  She's

               Morsing us.

                    (looks through glasses)

               She's warning us of icebergs, and

               heavy pack ice ahead...

                          

                          MURDOCH

               Where are the other binoculars?

                                             

                                             (CONTINUED)

     CONTINUED:

                          

                          BOXHALL

               They only gave us one pair for

               the Bridge.



Boxhall hands the binoculars to Murdoch.



CLOSER



Boxhall marks the coordinates of the ice warning on the chart

in the chartroom.  Its location is almost across the Atlantic.

                          

                          MURDOCH

               I can't have my officers passing

               one bloody pair of glasses back

               and forth.  Blasted requisition

               department.  Take the binoculars

               from the Crow's Nest.

                          

                          BOXHALL

               Lookouts will be hoppin' mad...

                          

                          MURDOCH

               The Lookouts will get along fine

               'til we reach New York.



INT.  FIRST CLASS DINING ROOM / PROMENADE -  NIGHT



Alex comes in, pausing at a credenza just inside.  Spotting a

stack of fold-out brochures about the ship, he pockets one.



The sumptuousness of the dining room amazes him.  Thick

carpet, Jacobean alcoves, leaded windows, the finest linen

and china, armies of attentive servants.



He notices someone glaring at him -- Lowe.  Lowe angrily

pulls him outside onto the promenade.

                          

                          LOWE

               I thought my eyes were playin'

               tricks on me.

                          

                          ALEX

               Who's to know?  I'm wearin' my

               Sunday finery.



Lowe looks Alex over, spotting a frayed cuff on his

inexpensive suit.  Alex pulls his sleeve down to hide it.



Then, Lowe stiffens as Second Officer HERBERT LIGHTOLLER

walks by.  Lightoller has the demeanor of an impatient

school principal.  All other crewmen in his path snap to

attention and salute.  Lightoller stops, eyeballs Alex

suspiciously and then looks at Lowe.

                                             

                                             (CONTINUED)

     CONTINUED:

                          

                          LOWE

               Mr. Lightoller, sir.



Lowe realizes what Lightoller is waiting for and gives him a

sloppy salute.  Lightoller frowns, responds with a crisp one

and stalks off.



Lowe turns back to Alex.  Alex looks over Lowe's shoulder at

something that makes him grin...



ALEX'S POV  -  THROUGH DINING ROOM DOORWAY



He's spotted Suzanne sitting at the Captain's table.



LOWE



immediately understands the situation.  He sighs.

                          

                          LOWE

               Just don't go pushing your luck.

                          

                          ALEX

               Me?  Never.



Alex enters the dining room and looks past the other diners

at Suzanne, on the far side of the room.



Waiters are serving after-dinner drinks.  Captain Smith and

Ruth are gone now; Suzanne is surrounded by wealthy,

adoring, good-looking young men, all showing off for her.



The scene stops Alex dead.  He looks at Suzanne and feels

almost as if he doesn't recognize her.  It is the final

straw -- it's become painfully obvious to him that this is a

place where Suzanne belongs, and he does not.



He cannot approach her.  His usual brash confidence has

completely deserted him.  He quietly turns and leaves.



NEW ANGLE



After Alex goes, the men all laugh at a joke.  Suzanne tries

to smile, but she is unimpressed and lost in her own thoughts.



EXT.  TITANIC   -  NIGHT



Lights ablaze, she sails into the night, toward her destiny.

                                             

                                             FADE OUT

                       END OF ACT TWO

                              

                              

                              

                          ACT THREE

                              

                              



FADE IN:



EXT.  QUEENSTOWN BAY  -  TITANIC  -  DAY



Another dazzling, sunny day.  The Titanic has dropped anchor

two miles off the lush, green Irish coast.  The tenders

America and Ireland sit beside her.



SUPERIMPOSE:  Thursday, April 11.  Queenstown, Ireland.



CLOSER



A dozen passengers, Queenstown their final destination,

reluctantly disembark.  One, a 32-year-old Priest named

FRANCIS M. BROWNE, keeps the others in his party waiting as

he takes some last pictures of the Titanic with a box

camera.



SERIES OF SHOTS  -  (ACTUAL STILLS)



We SEE his pictures as he takes them:  A young boy (also

holding a camera) on a short set of stairs on deck; the same

boy with a lady in a hat and two bearded men; a dramatic

view of the two aft funnels; a view of the Boat Deck from

the promenade just below it.



The leader of his group, MR. ODELL, calls out to him:

                          

                          MR. ODELL

               Francis, hurry!  They'll be

               leaving for shore without you!

                          

                          BROWNE

               Ah, Mr. Odell, if only I should

               be so fortunate.



EXT.  FIRST CLASS PROMENADE



Meanwhile, several "Bumboat Men" -- merchants selling

linens, laces and souvenirs -- exhibit their wares on deck.

First Class passengers walk around the impromptu market.



EXT.  WELL DECK (THIRD CLASS RECREATION AREA)



In the well deck, fifty feet below the promenade, Alex and

other Third Class passengers view the activities from afar.

                                             

                                             (CONTINUED)

     CONTINUED:



Lily Goodwin minds her younger siblings as they mingle with

some of the other immigrant children, including a 6-year-old

Italian Boy.



Steward John Hart crosses to the Goodwin kids.  With a tip

of the hat to Lily, he watches as they and the others group

together for a game of marbles.

                          

                          HART

                    (to Lily)

               I got a couple just their age,

               home with the Missus.



The Italian boy is shy; his doting Father encourages him to

join in.  Despite the language barrier, they soon have a

boisterous game going.



Nearby, the two Navratil children quietly play by themselves

under their father's nervous, protective gaze.   They want

to join the game, but their father keeps them close to him.



In the b.g. we NOTICE a curious 10-year-old BLOND GIRL

leaning precariously over the railing to look at the ocean

below.  Her Scandinavian parents run over and pull her down.



Alex sees Fred and Augusta Goodwin.  They're squinting up at

the wares on deck above them.

                          

                          FRED

               Maybe on the next trip, eh?

                          

                          ALEX

               You bet.

                          

                          AUGUSTA

               We're soon to have our turn.

                    (to Alex)

               Fred's to be an engineer for the

               new power plant at Niagara Falls.

                          

                          FRED

               Augusta, not everyone finds me as

               enthrallin' as you do.

                          

                          ALEX

               I read about that plant --

               biggest turbines in the world.

                          

                          AUGUSTA

               That's what Fred's brother said!

               He's already there.  It's a grand

               opportunity.

                                             

                                             (CONTINUED)

     CONTINUED:  (2)

                          

                          FRED

               So we're hopin'... draggin' six

               kids across the sea.

                          

                          AUGUSTA

               You were the one needed draggin',

               Frederick.

                          

                          FRED

                    (to Alex)

               Deliver your surprise to the

               upper decks?

                          

                          ALEX

                    (sighs)

               Not quite.



INT.  WIRELESS ROOM  -  DAY



The tiny wireless room is crowded with equipment.  Senior

Operator JACK PHILLIPS (25) and Junior HAROLD BRIDE (21) are

Cockneys; happy-go-lucky despite 18-hour shifts.



Phillips, wearing a headset, leans over the transmitter,

carefully adjusting the spark.



While Phillips tinkers, Bride glances over at a world map

Phillips has hung up on the wall.  There are numerous push-

pins in it -- some yellow, some green.

                          

                          BRIDE

               So which is which?

                          

                          PHILLIPS

               Green's where I've been, yellow's

               where I want to go.



Bride picks up one of several cheap tour books about New

York City that sit on the table under the map.

                          

                          BRIDE

               You're the only bloke actually

               took the ad seriously: 'Join the

               Marconi Company, See the World.'

                          

                          PHILLIPS

               Well, here we are.

                          

                          BRIDE

               Stuck in a bloody broom closet.

                    (reads one of the messages)

               'Dad: Legions of gaudy American

               women aboard.  The scourge of any

                          -more-

                                             

                                             (CONTINUED)

     CONTINUED:

                          

                          BRIDE (Cont'd)

               place they infest, carrying tiny

               dogs and leading husbands around

               like pet lambs.'



He howls with laughter, then stops when he sees Phillips'

expression become suddenly businesslike.



GUGGENHEIM



stands at the message desk behind Bride.

                          

                          GUGGENHEIM

               I'm expecting a Marconigram.

               Guggenheim.

                          

                          PHILLIPS

               Yes, sir, Mr. Guggenheim, right

               here.



Phillips digs a yellow message paper from the stuffed OUT

box and Guggenheim takes it from him.

                          

                          GUGGENHEIM

               I expect several others

               throughout the trip.  I'll want

               them delivered immediately.

                          

                          PHILLIPS

               Absolutely, Mr. Guggenheim.



He turns to go, then picks up the message Bride was reading

out loud when he came in.

                          

                          GUGGENHEIM

               This note about American women

               wouldn't be so funny if you were

               married to one.  Believe me.



Guggenheim flips a coin to Bride and walks out.  Bride opens

his hand and stares at it, amazed.

                          

                          BRIDE

               A double eagle!  Twenty dollars!



INT.  FIRST CLASS CORRIDORS  -  NEAR WIRELESS ROOM



Guggenheim reads his wireless and his face darkens.  He

crumples it and walks on.







EXT.  FIRST CLASS PROMENADE



The other passengers cannot help but stare and murmur as

Astor and Madeleine appear.  Astor avoids eye contact with

them as he and Madeleine examine the merchandise.  He stops

at a Lacemaker's table while Madeleine moves on.



Suzanne sees Madeleine and separates from Ruth.

                          

                          SUZANNE

               Madeleine!

                          

                          MADELEINE

               Suzanne?

                    (they hug)

               I thought you were at the

               Academy.

                          

                          SUZANNE

               I was.  I wish I still were.



Madeleine sees that Suzanne is unhappy.

                          

                          MADELEINE

               Is it something you want to talk

               about?

                          

                          SUZANNE

               It's more like something I want

               to scream about.  You and Jack

               had the right idea: put ten

               thousand miles between you and

               the rest of society --



Suddenly, Ruth sweeps toward them.

                          

                          RUTH

               Here you are!  You know what I

               fool I am for Waterford; come and

               help me choose a few pieces.



Ruth speaks directly to Suzanne, conspicuously ignoring

Madeleine's presence.

                          

                          SUZANNE

               Mother --

                          

                          RUTH

                    (pulls Suzanne away)

               -- Quickly, quickly, before

               everything's been sold!

                          

                          SUZANNE

               Excuse me, I'm sorry,

               Madeleine... we'll talk later.

                                             

                                             (CONTINUED)

     CONTINUED:



Madeleine finds herself standing alone on deck.



Astor, having seen Ruth's maneuver, hurries back to his

wife.  He shoots an irritated glance at Ruth and takes

Madeleine's hand.

                          

                          ASTOR

               I've found something rather

               pretty.



He brings her to the Lacemaker's table.  Astor picks up a

long, ivory-colored shawl and holds it next to Madeleine.

                          

                          LACEMAKER

               Finest Carrickmacross, milord.

               One of a kind, priced a hundred

               sixty-five pounds.



CUTAWAY



Steward Henry Etches, standing nearby, leans close to

Stewardess MARY SLOAN (40, Irish):

                          

                          ETCHES

               Blimey!  Two years' salary!



BACK TO SCENE



Astor takes out his billfold and pays for the shawl with

cash.  He drapes the shawl over Madeleine's shoulders and

she cannot help but smile.

                          

                          MADELEINE

               Thank you; it's beautiful.

                          

                          ASTOR

               It's the least I can do, considering

               how many clothes I've been buying

               for someone else lately.



Madeleine realizes the Lacemaker has been adding up Astor's

purchase of a big pile of baby clothes.  She picks up one of

the tiny outfits and smiles lovingly at Astor.



RUTH AND SUZANNE



stand near the crystal display.  Ruth has forgotten her

great excitement over it.  Suzanne glares at her.

                          

                          SUZANNE

               Did you enjoy hurting Mrs.

               Astor's feelings like that?

                                             

                                             (CONTINUED)

     CONTINUED:

                          

                          RUTH

               Mrs. Astor?!  There is only one

               Mrs. Astor, my dear; Mrs. Ava

               Astor, and I lunched with her

               last month in Newport.



Before Suzanne can respond, Ruth's eyes mist up with tears.

                          

                          RUTH

                    (continuing)

               Please, Suzanne, let's not quarrel.

               I wanted this to be a chance to be

               together, you and I, before the

               family isn't just the two of us any

               more.



Suzanne just looks at her and sighs.



EXT.  IRISH COAST  -  (STOCK SHOT)  -  DUSK



The coastline rounds away to the northwest and the Irish

mountains become faint shapes in the distance.



EXT.  WELL DECK (THIRD CLASS RECREATION AREA)



A Third Class passenger salutes the disappearing land with

the mournful "Erin's Lament" on his bagpipes.  The

emigrants, Alex and the Goodwins among them, clamor at the

rail for their last sight of Europe.  Augusta holds Fred and

weeps as she watches the land fade from view.  He puts his

arm around her and blinks away his own tears.



INT.  GUGGENHEIM'S STATEROOM  -  CLOSE  -  NIGHT



Guggenheim stands at the mirror, dressing.  He reaches for

his dinner jacket on the clothes horse, but it is not there.

He turns, impatient, and holds out his hand for it.



MADAME AUBERT



stands looking out at the dark ocean.  She's wearing the

jacket.  She slips it off and hands it to him.  She's not

wearing anything under it.  Guggenheim puts it on without

comment.  His mood is withdrawn, preoccupied.

                          

                          MME. AUBERT

               I get the sense you're ignoring

               me.

                          

                          GUGGENHEIM

               Is that what you call our

               activities for the last hour?

                                             

                                             (CONTINUED)

     CONTINUED:

                          

                          MME. AUBERT

               Perhaps, as you have made me so

               accustomed to two hours.



No reaction.

                          

                          MME. AUBERT

                    (continuing)

               You should stay above after you

               eat.  Play some cards.

                          

                          GUGGENHEIM

               While I can still afford to lose.

                          

                          MME. AUBERT

               What does that mean?

                          

                          GUGGENHEIM

               Huh?  Nothing.  I'm being a

               grouch.

                          

                          MME. AUBERT

               Yes.  Ever since you got that

               wireless.

                          

                          GUGGENHEIM

               Business.

                          

                          MME. AUBERT

               Is that a forbidden subject with

               me?

                          

                          GUGGENHEIM

               I've never known a woman to have

               an interest in it.

                          

                          MME. AUBERT

               How unfortunate for you -- given

               that you are a businessman.



Guggenheim says nothing as he finishes dressing.  Mme.

Aubert turns back to look out the large window.

                          

                          MME. AUBERT

                    (continuing)

               It's like India ink outside.

                          

                          GUGGENHEIM

               New moon.  But you'd be surprised

               how much light comes from the

               stars.  They were so bright at

               our mining camp in Colorado I

               could read a map by them.

                                             

                                             (CONTINUED)

     CONTINUED:  (2)

                          

                          MME. AUBERT

               Map reading is the very last

               thing I would want to do by

               starlight.



Guggenheim looks her over.  He pushes her hair back from her

face.  She kisses him hungrily and they fall onto the bed...



EXT.  FIRST CLASS DINING ROOM  -  LATER THAT NIGHT



The Strauses sit at table for two.  Ismay comes up, looks

around conspiratorially, and takes several glass-encased

cigars from his jacket pocket.

                          

                          ISMAY

               I haven't forgotten your fondness

               for --

                          

                          MRS. STRAUS

                    (to Mr. Straus)

               -- Tell him, dear.



Mr. Straus is eyeing the cigars longingly.  He snaps out of

it, looks at Ismay and sadly shakes his head.

                          

                          MR. STRAUS

               Doctor's orders.



Deflated, Ismay puts the cigars back in his pocket.

                          

                          ISMAY

               My condolences.



Mrs. Straus hands her husband a celery stick.  He takes it

and munches it forlornly.



CAPTAIN SMITH



comes into the room.  Just as he does, Boxhall runs up,

hands him a yellow wireless message.  Captain Smith reads it

and nods to him.  Boxhall salutes, and runs off.



Captain Smith spots Ismay and crosses to him.

                          

                          CAPTAIN SMITH

               Mr. Ismay...



They move away from the diners.  Ismay runs his finger along

the top of a credenza to check for dust, frowns, then turns

to Captain Smith.  He notices the wireless in Smith's hand.

                          

                          ISMAY

               What's that?

                                             

                                             (CONTINUED)

     CONTINUED:

                          

                          CAPTAIN SMITH

               A message regarding ice

               conditions, from the Baltic.



Ismay takes the message from Captain Smith, reads it, and

then folds it up and puts it in his jacket pocket.

                          

                          CAPTAIN SMITH

                    (continuing)

               I'm told you've been discussing

               the operation of the ship with my

               crew.

                          

                          ISMAY

               Yes, in reference to our speed.

               Certainly within my prerogative as

               Chairman.  Things are working

               smoothly, the machinery is bearing

               the test, the boilers are working

               well.  We've power to spare.  We

               can beat Olympic's record and get

               to New York on Tuesday!

                          

                          CAPTAIN SMITH

               I see absolutely no purpose in

               arriving a day early.

                          

                          ISMAY

               I see no purpose in meandering,

               keeping to a schedule devised for

               inferior vessels.

                          

                          CAPTAIN SMITH

               There are basic safety procedures

               nonetheless --

                          

                          ISMAY

               I want this ship to perform to

               its full potential!

                          

                          CAPTAIN SMITH

               Well, in future, all aspects of her

               operation must be discussed with me.

               This may be my last crossing, but

               I'm still Captain.

                          

                          ISMAY

               Of course; whatever.

                                             

                                             DISSOLVE TO:







EXT.  OCEAN  -  TITANIC  -  DAY



The ship is bathed with golden light from the morning sun,

still low in the sky.  The sky is a crisp, cloudless blue.



SUPERIMPOSE: Sunday, April 14, 7 AM.



INT.  BOILER ROOMS



Grizzled Engineering Chief JOSEPH BELL, (51), clutches a mug

of coffee and a clipboard, making his rounds.  Andrews

accompanies him.  They check on the equipment and monitor

and adjust the pressure in the boilers.

                          

                          CHIEF BELL

               She's a thoroughbred, Mr.

               Andrews.

                          

                          ANDREWS

               An honor to hear you say so, my

               friend.



Fireman Fred Barrett, just ending his shift, wipes his neck

with a wet rag and walks up to Bell.

                          

                          FIREMAN BARRETT

               Hey, Chief -- is there or ain't

               there a boat drill this morning?

                          

                          CHIEF BELL

               If I know the Captain, we'll skip

               it.  Some fool scheduled the

               drill for the same time as Sunday

               service.  Captain surely won't

               miss sayin' devotions.

                          

                          ISMAY (OS)

               Chief Bell!



They turn as Ismay gingerly climbs down a metal ladder.

                          

                          CHIEF BELL

                    (not pleased to see him)

               Here, Mr. Chairman.



Ismay wipes his hands and nods to Andrews.

                          

                          ISMAY

               Thomas.

                    (to Bell)

               Tell me, how many boilers are

               currently lit?

                          

                          CHIEF BELL

                    (after a beat)

               Twenty-four of the twenty-nine

               are in service.

                                             (CONTINUED)

     CONTINUED:

                          

                          ISMAY

               What is that... eighty percent?

                          

                          CHIEF BELL

               Eighty-four.  The propellers are

               at seventy-five revolutions per

               minute.

                          

                          ISMAY

               And our speed?

                          

                          CHIEF BELL

               Twenty-one and a half knots.

                          

                          ISMAY

               Have the men light two additional

               boilers.

                          

                          CHIEF BELL

               I got no orders from Captain --

                          

                          ISMAY

               -- You have my orders, Chief.  I

               want us at twenty-two and a half

               knots by noon.  Carry on.



INT.  BRIDGE



Concerned, Bride comes in with a wireless.

                          

                          BRIDE

               Another ice warning...



Captain Smith, in his dress whites, hurries through.  He

sees the wireless in Bride's hand.

                          

                          CAPTAIN SMITH

               Anything important?

                          

                          BOXHALL

               No sir, just an ice advisory.



Boxhall holds his hand out to take the wireless from Bride,

but Bride gives it instead to Captain Smith.

                          

                          BRIDE

               Sir, it's from the Caronia.

               She's spotted pack ice, growlers

               and bergs ahead...



Captain Smith smiles to Boxhall at Bride's eagerness and

anxiety.

                                             

                                             (CONTINUED)

     CONTINUED:

                          

                          CAPTAIN SMITH

               No need for undue concern, son.

               Ice only poses a serious threat if

               you cannot see it in enough time

               to maneuver around it.  Which is

               hardly the case if conditions stay

               as clear as they have been.

                    (hands wireless to Boxhall)

               Post the coordinates.  I'll be in

               the First Class dining saloon,

               conducting services.



Captain Smith leaves, as does Bride.



Boxhall marks the coordinates on the chart.  There are now

four notations of ice warnings, all in one particular area

-- directly on the red line that indicates their course.

                                             

                                             FADE OUT

                      END OF ACT THREE

                              

                              

                              

                          ACT FOUR

                              

                              



FADE IN:



EXT.  TITANIC  -  DAY



She races through the water, faster than ever.

                          

                          CAPTAIN SMITH (VO)

               '...They that go down to the sea in

               ships, that do business in great

               waters...



INT.  FIRST CLASS DINING ROOM



Many in First Class attend, including Suzanne and Ruth, and

Molly, Astor and Madeleine.  They sit in chairs arranged in

rows.  Captain Smith stands at a podium, conducting a Church

of England Service.  His appearance and bearing would make

the Archbishop of Canterbury look undistinguished.



Alex pauses at the entrance of the room, then steps in.  He

looks around, and his heart races as he spots Suzanne.



Suzanne opens her eyes.  She can sense something...



She slowly turns around... their eyes meet...

                          

                          CAPTAIN SMITH (VO)

               'They cry unto the Lord in their

               trouble, and he bringeth them out

               of their distresses...



Suzanne puts her hand over her mouth to stifle a gasp.



Alex smiles at her... hesitantly... fearing her reaction.



Suzanne smiles back, the sweetest smile in the world, her

eyes glistening...



Ruth's eyes are closed, her lips moving along with Captain

Smith's words; she sees none of this.



But Astor has noticed Alex and Suzanne, and sees the

connection between them.  He takes Madeleine's hand in his.

                                             

                                             (CONTINUED)

     CONTINUED:

                          

                          CAPTAIN SMITH (VO)

                    (continuing)

               He maketh the storm a calm, so

               that the waves thereof are

               still... Amen.

                          

                          ALL

               Amen.



The orchestra begins to play "O God Our Help in Ages Past."

People stand and shuffle out onto the Promenade.  Suzanne

pushes through the crowd, craning to find Alex, but he has

disappeared from sight.



EXT.  FIRST CLASS PROMENADE



Right behind Andrews, a Crewman unlocks a gate to let

Stewardess Sloan up onto the First Class Deck.

                          

                          ANDREWS

               Below for Father Byles' Mass?

                          

                          SLOAN

               Wouldn't miss it for the world.

                          

                          ANDREWS

               You're lucky.

                    (smiles; sotto)

               I had to stay up top with the

               Tories and Protestants.



NEW ANGLE



Suzanne looks frantically around for Alex -- was it a dream?

                          

                          ALEX (OS)

               Sweetheart...



Beaming, she turns as he comes up behind her.  Breathless,

grinning, Alex looks her over, taking her in.

                          

                          ALEX

                    (continuing)

               You're lookin' so beautiful.

                          

                          SUZANNE

               You're not too hard on the eyes

               yourself.

                          

                          ALEX

               Suzanne... I been out of my head

               from missin' you.

                                             

                                             (CONTINUED)

     CONTINUED:

                          

                          SUZANNE

               Oh, Alex, I know...  I can't

               believe you're here.  I've never

               had a prayer answered before.



Her ardor is immediately chilled as Ruth strolls up.

                          

                          SUZANNE

                    (continuing)

               Hello, Mother.



Ruth looks Alex over.  He tries to be nonchalant, but he

tugs at his sleeve in case his frayed cuff is showing.  Ruth

looks to Suzanne for an introduction and Suzanne realizes

Ruth has no idea who Alex is.

                          

                          SUZANNE

                    (continuing)

               This is Mister --

                          

                          ALEX

               -- Mister, uh... why don't you

               just call me Bob.



Alex and Suzanne glance at one other -- not much chance for

a heart-to-heart with Ruth standing there examining him.

After a long beat:

                          

                          ALEX

                    (continuing)

               Well.  I see where Suzanne gets

               her fine looks.

                    (beat)

               That's an old line, I guess.

                          

                          RUTH

               One of the oldest.

                          

                          ALEX

               Wasn't meant to be flip.

                          

                          RUTH

               My vanity wouldn't allow me to

               think it was.

                    (beat; to Suzanne)

               We're supposed to meet the

               Thayers in the Cafe.

                          

                          SUZANNE

                    (to Alex)

               I would certainly enjoy talking

               with you again... This afternoon?



Alex glances at the crowd heading down toward the Cafe.

                                             

                                             (CONTINUED)

     CONTINUED:  (2)

                          

                          ALEX

               Great.  Any time.

                    (beat)

               Better hurry, if you want to

               stake your claim to a table...



Ruth looks at Suzanne.  The suddenly seasick expression on

Suzanne's face tells Alex he's busted.

                          

                          RUTH

               You and the Thayers go on ahead

               and 'stake your claim.'  I'll

               catch up.  Excuse us.

                          

                          SUZANNE

               Mother, listen to me --

                          

                          RUTH

               -- I asked you to excuse us.



CUTAWAY



Astor's dog Kitty strains against her leash, dragging

Steward Etches toward Astor and Madeleine.  Madeleine

crouches down to pet her, but Astor watches Ruth leading

Alex by the arm across deck.



RUTH AND ALEX



slowly walk together.

                          

                          RUTH

               Barbering must be quite lucrative

               these days, to allow First-Class

               passage on a luxury steamer.

                          

                          ALEX

               Actually, I'm not a barber.  My

               father and grandfather are.  I

               haven't got that far in life yet.

                          

                          RUTH

               But you do have pretensions

               toward being a gentleman -- I can

               tell by that fine suit of

               clothes.  Well, it isn't clothes

               that make the man, it's respect

               for a lady's wishes.

                          

                          ALEX

               If they're Suzanne's wishes.

                          

                          RUTH

               Suzanne is a child.

                                             

                                             (CONTINUED)

     CONTINUED:

                          

                          ALEX

               Not hardly, Ma'am.



All that this response implies cracks Ruth's polite facade,

and for a moment genuine anger crosses her face.  She spots

a Crewman nearby and gestures to him.

                          

                          RUTH

               Please escort this person out of

               First Class.



WIDER



Before the Crewman can oblige, Astor steps between them.

                          

                          ASTOR

               The gentleman is with me.



Ruth is stunned.  She just gapes as Astor leads Alex away.



Suzanne, watching from the entrance to the Dining Room, has

the same reaction.  She and Madeleine catch each other's eye.

Madeleine shrugs -- she has no idea what Astor is up to.



Astor and Alex cross back toward Madeleine and Kitty, which

brings them past Suzanne.

                          

                          ALEX

                    (to Suzanne)

               Sorry if I --

                          

                          SUZANNE

                    (shoots a look at Ruth)

               -- You're not the one needing to

               apologize.  Meet me here, eight

               o'clock; Mother will be at dinner.



FOLLOW ALEX AND ASTORS



as they take Kitty for a stroll around the promenade.

                          

                          ASTOR

                    (glances back at Ruth)

               Now there's a novelty.  Mrs. Ruth

               Evans is speechless.

                          

                          MADELEINE

               Jack...

                          

                          ALEX

               Guess I should say thanks.

                                             

                                             (CONTINUED)

     CONTINUED:

                          

                          ASTOR

               The pleasure is entirely mine.

               We never made our introductions

               the other day.  I'm Jack Astor,

               this is my wife, Madeleine.

                          

                          ALEX

               Alex O'Connor...  So, you're Mr.

               Astor...



He looks at Madeleine, trying not to appear fascinated by

meeting the famed newlyweds.

                          

                          MADELEINE

               And the notorious Mrs. Astor.

                    (off his embarrassed

                     look)

               Don't worry -- I've gotten quite

               accustomed to Jack's remarriage

               being the most infamous since

               Henry the Eighth's.

                          

                          ASTOR

               Infamous?  I rather like that.



Alex glances back, worried about Suzanne.



SUZANNE



pushes past Ruth, without a word, and heads below.



ALEX



turns back to the Astors.

                          

                          ALEX

               Our situation, mine and Suzanne's,

               Guess you see what the problem

               is...  Am I foolin' myself?

                          

                          ASTOR

               Only if you don't understand

               there's a cost for what you want.

               And the price will be a dear one.

                          

                          ALEX

               I don't care about that.

                          

                          ASTOR

               You have less to lose than she

               does.  Have you considered that

               perhaps the kindest thing is to

               let her go?

                                             

                                             (CONTINUED)

     CONTINUED:

                          

                          ALEX

                    (bristles)

               Excuse me for sayin' so, but you

               didn't exactly take that advice.

                          

                          ASTOR

               I was too selfish and weak to give

               Madeleine up.  And I, too, had

               nothing to lose, because she's all

               that means anything to me.

               There'll be constant pressure from

               those who don't want you together.

                          

                          ALEX

               My whole life's been people

               tellin' me what I can't do.

                          

                          ASTOR

               And do you listen?

                          

                          ALEX

               Never had the good sense to.



Astor smiles, as does Alex, and they continue walking

together.



INT.  GUGGENHEIM'S STATEROOM  -  LATER THAT DAY



Guggenheim comes in, slamming the door, and throws some

papers on his desk.

                          

                          MME. AUBERT (OS)

               Ben?



Guggenheim follows her voice into the bathroom, where she's

soaking in the tub.

                          

                          GUGGENHEIM

               The blasted wireless is broken!

                          

                          MME. AUBERT

               It's Sunday and you're at sea.

               Who could you possibly need to

               contact?  Your wife, perhaps?

                          

                          GUGGENHEIM

               I wouldn't spoil her weekend.

                          

                          MME. AUBERT

               It must be business.  I will

               maintain a womanly disinterest in

               the subject.



He sighs and sits on the edge of the tub.

                                             

                                             (CONTINUED)

     CONTINUED:

                          

                          GUGGENHEIM

               Six months ago I became majority

               stockholder in the International

               Steam Pump Company.  Good firm.

               Made the lifts for the Eiffel Tower.

               Seemed a sterling investment.

                          

                          MME. AUBERT

               Seemed?

                          

                          GUGGENHEIM

               I borrowed heavily to get in.

               Now there's a consortium trying

               to fold my company into a

               competing trust.  Best way to do

               that is to drive the stock price

               down so the company's worth

               peanuts.  My peanuts.

                          

                          MME. AUBERT

               The nuances escape me...

                          

                          GUGGENHEIM

               They do it and I'm broke, kid.

                          

                          MME. AUBERT

                    (stands)

               Hand me a towel, please.

                    (he does)

               So why should you care about the

               broken Marconi machine?  It sounds

               as though you've already given up.



She pushes past him and goes into the bedroom.  Guggenheim

sits staring at the bath water...



INT. / EXT.  TITANIC  -  VARIOUS ANGLES  -  DAY



First Class passengers seek refuge from the chilly decks as

the day becomes increasingly colder.  The warm dining rooms

and lounges are soothed by the sound of polite conversation,

clinking tea cups and wine glasses.



In the Smoking Room, an oil painting, "Plymouth Harbor,"

hangs over the large marble fireplace, overlooking a

bustling, convivial atmosphere where whist, bridge and poker

games are in full swing.



Below, in Third Class, the Goodwin family stands together on

the otherwise-deserted well deck, bundled up in their warm

clothes, enjoying the view of the late afternoon sun across

the endless ocean.







INT.  FIRST CLASS DINING ROOM  -  NIGHT



Hartley's orchestra is playing a cheerful ragtime number.

Everyone is particularly happy, and full of life... except

for Guggenheim.  He sits at a table for one, lost in thought.



NEW ANGLE



Captain Smith sits with Ruth, the Strauses; rich boys

Woolner and Steffanson; and the Wideners.

                          

                          RUTH

               ...Eugene responded to my wireless

               this afternoon; he's bursting with

               envy that I'm here and he's not.  Of

               course, I'd tried not to let on how

               I miss him terribly, but he saw

               through that ridiculous ruse.

                    (to Captain Smith)

               If you happen to be in New York in

               June, we'd love to have you at our

               wedding.

                          

                          CAPTAIN SMITH

               That would indeed be an honor.

               But I'll be home, making up for

               all the gardening I'd missed for

               the last 40 years.

                    (off everyone's blank look)

               Well, I certainly don't want to

               make a big to-do of it, but this

               will be my last crossing.

                          

                          RUTH

               You're retiring?!

                          

                          MR. STRAUS

               Someone should write your life's

               story.

                          

                          CAPTAIN SMITH

               It would be a short book, I fear.

               When anyone asks me to describe

               my forty years at sea, I can only

               say uneventful.  Oh, there have

               been winter gales, and storms and

               fog, but I have never been in any

               adventure worth speaking of, much

               less recording for posterity.

                          

                          RUTH

               It is to your credit that crossing

               the Atlantic is so effortless.

                                             

                                             (CONTINUED)

     CONTINUED:

                          

                          CAPTAIN SMITH

               When I first went to sea, traveling

               by ship was likened to being in

               jail with the possibility of

               drowning.  But now...



He looks around proudly.  Then, after a moment, he stands.

                          

                          CAPTAIN SMITH

                    (continuing)

               If you'll excuse me...

                          

                          RUTH

               Certainly.  Duty calls.  For

               another three days, at least.

                          

                          CAPTAIN SMITH

                    (mostly to himself)

               Yes.  Only three more days.



INT.  WIRELESS ROOM



Phillips sits working the key.  He stops, listens carefully,

then starts writing down what he hears.

                          

                          PHILLIPS

               I got the Mesaba... she's

               reporting heavy pack ice ahead...

               large bergs... field ice.

                          

                          BRIDE

                    (sighs)

               I'll run it to the Bridge.

                          

                          PHILLIPS

               Not now -- let's clear through

               some of this backlog first.



Phillips tosses the Mesaba wire into the jammed OUT box.



INT.  BRIDGE



Captain Smith crosses to Lightoller, who is buttoning his

jacket.



SUPERIMPOSE: 9:25 PM.

                          

                          CAPTAIN SMITH

               Remarkably cold tonight.

                          

                          LIGHTOLLER

               Yes, it is.  I've sent word down

               to the carpenter to take care

                          -more-

                                             

                                             (CONTINUED)

     CONTINUED:

                          

                          LIGHTOLLER (Cont'd)

               with the fresh water supply.

               It'll be below freezing during

               the night.

                          

                          CAPTAIN SMITH

               Not much wind.

                          

                          LIGHTOLLER

               A flat calm. In twenty-four years,

               I've never seen so calm a sea.

                          

                          CAPTAIN SMITH

                    (sotto; to himself)

               'Low, low, breathe and blow,

               Wind of the western sea.

               Over the rolling waters go,

               Come from the dying moon, and

               blow...'

                          

                          LIGHTOLLER

               Sir?

                          

                          CAPTAIN SMITH

               On my word, I haven't thought of

               that verse since I was a cabin

               boy.

                    (beat)

               I'm going to rest below.  Keep

               sharp.  Should it become the

               slightest bit hazy, we'll need to

               slow down.

                          

                          LIGHTOLLER

               Yes, sir.



Lightoller salutes as Captain Smith leaves the Bridge.



INT.  RUTH'S AND SUZANNE'S STATEROOM



The door opens, and Suzanne l