TITANIC





(Part Two)





A Four-Hour CBS Miniseries





By





Ross LaManna





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





                              

                          "TITANIC"

                              

                          PART TWO

                              

                          ACT EIGHT

                              

                              



FADE IN:



NOTE: In order to understand why the events leading up to

the sinking occur as they do, it helps to remember that the

Titanic is in essence a whole town in size and population.



People's reaction to the disaster is determined not just by

their nature -- some behave nobly, some ignobly -- but also

by their location.  The upper decks and the stern area

remain safe and dry long after the faraway lower decks in

the bow are completely submerged.



The following scenes should have a certain surreal quality

to portray the confusion, the working at cross-purposes, the

bizarre differences in comprehension of the situation, and

finally, the descent into either panic or resignation.



INT.  STAIRWAY TO BOAT DECK  -  CLOSE ON FEET  -  NIGHT



We hear Hartley's Orchestra begin another cheery tune OS.

An orderly procession of First Class passengers shuffle up

the staircase.  One of them momentarily loses her footing.



SUPERIMPOSE: 12:30 AM, Monday, April 15.



WIDER



It's Madeleine.  Astor grabs her around her waist to steady

her.  She's wearing a light-colored dress and her new shawl

under her life preserver; Astor carries his under his arm.

                          

                          MADELEINE

               The floor's off-kilter!



Molly, wearing a fur and a black velvet two-piece suit,

walks on the other side of her.  Also in the line are Ruth,

the Strauses, their Maid, the Thayers, and the Wideners.

                          

                          MOLLY

               Too many fat matrons dripping

               with jewels -- we're tilting the

               ship.



Mrs. Straus turns to her husband.

                                             

                                             (CONTINUED)

     CONTINUED:

                          

                          MRS. STRAUS

               I told you the ship feels odd --

               it's pitching forward!



Suddenly, everyone makes way as Andrews, looking

uncharacteristically glum, rushes past on his way up top.



EXT.  BOAT DECK, PORT



The Hartley orchestra, dressed in their uniforms with green

facings, has set up near the entranceway.  They play as if

everything is perfectly normal.  Hartley looks over at

Andrews; he nods approvingly, then hurries away.



The passengers come out onto the Deck.  The Boat Deck is the

topmost deck of the ship, 100 feet wide and 600 feet long.

Its size is not visible to us, as it is pitch dark except

for the few small areas illuminated by lanterns near the

lifeboats.  Also, in this particular area, some light comes

through the windows of the nearby gymnasium.

                          

                          MADELEINE

                    (to Molly; sotto)

               I'm enjoying the sight of First

               Class inconvenienced a little.

                          

                          MOLLY

               You and me both.

                          

                          ASTOR

                    (to Madeleine)

               There is no reason we can't wait

               inside the gymnasium.



This sounds like a good idea to everyone, even the ones who

are still endeavoring to avoid the Astors.  They all start

moving toward its entrance, but a Young Crewman tries to

keep them from going inside.

                          

                          YOUNG CREWMAN

               You must wait here for your

               lifeboats.

                          

                          RUTH

               Lifeboats!  What do we need of

               lifeboats?  This ship could smash

               a hundred icebergs and not feel

               it.  Ridiculous!

                          

                          MOLLY

                    (to Young Crewman)

               Better step aside, sonny, if you

               know what's good for you.

                                             

                                             (CONTINUED)

     CONTINUED:



After a beat, the Young Crewman backs down, and the group

goes into the warm gymnasium.



INT.  FIRST CLASS CORRIDORS



Suzanne rushes through the corridors on her way to find a

route to Third Class.  As she passes through, we NOTICE

various Crewmen and Stewards trying to get tired passengers

on their way up to deck.  A Fussy Officer kneels, trying to

tie a life preserver around a fat Passenger.

                          

                          FUSSY OFFICER

               We are sending you out as a

               matter of precaution.  We hope

               you will be back for breakfast.



INT.  FIREMEN'S PASSAGE



Alex stands on the elevated walkway where we left him,

trapped between the locked trap door above and the water

blocking his way below.  There is an identical walkway

across from him, but there is no connecting path.



He swings his legs over the railing and jumps -- above a 20-

foot drop -- onto the three-inch-wide metal lip of the

riveted seam running along the length of the engine casing.



Shuffling across it like a man on a building ledge, he

crosses over the now-flooded area he would usually traverse,

and then leaps onto the facing walkway.  He climbs the

ladder to the other trap door.  It's locked.



INT.  SECOND CLASS CORRIDORS



A knot of passengers wearing life preservers stand in the

passageway.  They are not concerned, just curious.

                          

                          SECOND CLASS PASSENGERS

               Felt like a collision with

               another vessel... I heard

               something about ice... Will we

               have to get towed?



They hear a banging.  Realizing the noise is coming from a

trap door in the floor, a burly Steward rushes over and

opens the trap door.  Alex quickly scrambles up out of it.

                          

                          BURLY STEWARD

               Hey now, what're you --



Alex takes the White Star brochure from his pocket, folds it

so the logo shows and waves it at the Steward.

                                             

                                             (CONTINUED)

     CONTINUED:

                          

                          ALEX

               New orders from the Captain!



The Steward grabs the brochure, and Alex slips past him.



INT.  THIRD CLASS COMMON ROOM



The Goodwins, all wearing their bulky life preservers, have

joined a group of steerage passengers congregated by the

Common Room.  The crowd is restless but not too concerned.



Among the crowd is the Scandinavian Blond Girl who has yet

again separated from her family -- this time she is hiding

because she does not want to put on a life preserver.



The younger Goodwin children giggle and pull at one

another's life preservers.

                          

                          SIDNEY

               Papa looks like a snowman!



Fred chases after the kids, who squeal with delight.



Jessie and Lily laugh along.  Lily looks at her mother.

Augusta is nervous and distracted.



NEW ANGLE



Some agitated voices approach -- passengers, including

Alex's Bunkmates, from the forward part of the ship.  Some

have wet feet and drag satchels soaked in seawater.

                          

                          BUNKMATE #1

               We're takin' on water!  Some

               cabins was ankle-deep up front!



Alarm goes through the crowd.  Fred turns to the Bunkmate:

                          

                          FRED

               What of the Stewards, or the

               crew?  Nobody's telling us

               anything.

                          

                          BUNKMATE #1

               We've laid eyes on but one; he

               said an officer was comin', any

               moment.



Augusta gives Fred a queasy look.

                                             

                                             (CONTINUED)

     CONTINUED:

                          

                          FRED

               Let's not be jumping to

               conclusions.  We'll wait for the

               official word.



INT.  BOILER ROOMS



Chief Bell hustles a line of Stokers in.  They carry a six-

inch-wide pump hose through water two feet deep.

                          

                          CHIEF BELL

               Bring the pump line... quickly,

               quickly!



EXT.  CALIFORNIAN  -  NIGHT



She sits stopped for the night.



INT.  CALIFORNIAN BRIDGE



Second Officer Herbert Stone is joined on deck by 20-year-

old apprentice JAMES GIBSON.

                          

                          STONE

               Take the lamp.  Tell that ship we're

               stopped for the night on account of

               ice.  Find out who she is.



Gibson starts Morsing the mystery ship.

                          

                          GIBSON

               Looks like a tramp steamer, don't

               she?

                          

                          STONE

               Awful lot of light comin' from

               her afterdeck for a tramp.

                    (peers through binoculars)

               Nothing -- she mustn't see us.



EXT.  TITANIC  -  NIGHT



She's dead in the calm water, her profile ever more askew.



INT.  GYMNASIUM



The Gym Instructor is calmly showing any interested

passengers how to work out on the equipment.



Astor and Madeleine sit off by themselves.  Astor idly

slices a hole in his life preserver with a penknife to show

Madeleine what makes it float.

                                             

                                             (CONTINUED)

     CONTINUED:

                          

                          ASTOR

               Cork.



Madeleine is not paying attention.  She's looking around at

the others passengers, who, as usual, have made a point of

avoiding them.  Astor realizes what she is looking at.

                          

                          ASTOR

                    (continuing; angry)

               Consistent, I'll give them that.

               We should sell the house in New

               York and be done with it.



Before Madeleine can reply, Alex hurries over to them.

                          

                          ALEX

               Have you seen Suzanne?



They all turn, surprised, as Ruth approaches.  Without

acknowledging the Astors, to Alex:

                          

                          RUTH

               My daughter has run off.  I'd

               presumed it was because of you.

                          

                          ALEX

               How long ago?  She say where she

               has headin'?

                          

                          RUTH

               As I said, she's disappeared, and

               I...



For a moment, she looks frightened and helpless, then she

puts on a stern face again.

                          

                          RUTH

                    (continuing)

               ...I'm in no mood for it.



She stomps away.  Worried, Alex turns back to the Astors.

                          

                          ALEX

               She must be lookin' for me.  If

               she comes back, could you ask her

               to wait here?

                          

                          MADELEINE

               Of course.



Alex rushes out of the gymnasium.

                                             

                                             (CONTINUED)

     CONTINUED:  (2)

                          

                          ASTOR

               Now that's true love.  He still

               wants her after meeting her mother.

                          

                          MADELEINE

               How did you size up their

               situation the other day?

                          

                          ASTOR

               Their faces, when they saw each

               other.  I'm one of a fortunate

               few who knows from experience how

               they felt.

                          

                          MADELEINE

               If there is anyone who should

               count her good fortune, it's me.

                          

                          ASTOR

               No regrets, marrying a decrepit

               fool?

                          

                          MADELEINE

               Only that I didn't meet you any

               sooner.

                          

                          ASTOR

               My dear child bride. 'Any sooner'

               would've been illegal in most

               states.



INT.  SECOND CLASS CORRIDORS



Passengers are making the slow trek to the upper decks.



Suzanne stands at a locked gate leading to the lower decks,

arguing with two Crewman who won't let her through.

                          

                          SUZANNE

                    (loudly)

               ...If you can't authorize it,

               find someone who can!



Lowe, hastily dressed, runs to see what the shouting is

about.  The Crewmen salute smartly.  Lowe returns the salute

in his usual can't-be-bothered style.

                          

                          LOWE

               What's all this, then?

                          

                          SUZANNE

               I have to go below.

                                             

                                             (CONTINUED)

     CONTINUED:

                          

                          LOWE

               Not possible.

                          

                          SUZANNE

               That's not acceptable...

                                             

                                             CUT TO:



EXT.  CARPATHIA  -  NIGHT



She speeds through the water.



SUPERIMPOSE: 12:40 AM.





INT.  CARPATHIA BRIDGE



Captain Rostron has assembled his officers on the Bridge:

                          

                          CAPTAIN ROSTRON

                    (to Dean)

               Swing out the boats, have them

               ready to hit the water.  Prepare

               five-hundred gallons of oil to

               pour down the privies to calm the

               water around us if necessary.

                    (to Engineer)

               Cut off all heat and hot water,

               route every ounce of steam into

               the boilers.

                    (to First Mate)

               Call the off-duty watch.  We'll

               be traveling through ice and I

               want every set of experienced

               eyes on deck.

                    (to Chief Steward)

               Convert the smoking room and

               lounges into dormitories.  Cover

               each gangway, channel the

               passengers to the proper area,

               according to class.  If any of

               our passengers come on deck,

               return them to their cabins.  In

               the extreme, you are authorized

               to lock them in.



The Officers disperse to deal with their tasks.



INT.  SECOND CLASS CORRIDORS, TITANIC  -  NIGHT



Several curious passengers have stopped on their way up to

deck to watch Suzanne argue with Lowe.

                                             

                                             (CONTINUED)

     CONTINUED:

                          

                          LOWE

               ...You'll have to be patient;

               they'll bring him up with

               everyone else in steerage.

                          

                          SUZANNE

               This is hardly the time for

               patience.  I know the condition

               of this ship!



Lowe grimaces and looks around at the people listening in.

                          

                          LOWE

                    (sotto)

               For God's sake, do you want to

               start a panic?

                          

                          SUZANNE

               I just want to go below.

                          

                          LOWE

                    (sighs; to Crewmen)

               Take the lady to the Boat Deck.

               Carry her if need be.

                          

                          SUZANNE

                    (furious)

               Don't even think about it!



NEW ANGLE



Alex, moving against the flow of passengers on their way up

to the Boat Deck, hears a loud, familiar voice.

                          

                          ALEX

               Suzanne!



WIDER



Suzanne and Lowe turn.

                          

                          SUZANNE

               Alex, here!



Alex runs up and they hug.

                          

                          LOWE

                    (to Alex)

               Get her up on deck.



He leaves.  Suzanne looks at Alex.

                                             

                                             (CONTINUED)

     CONTINUED:

                          

                          SUZANNE

               I was terrified we'd be separated.

                          

                          ALEX

               Take more than some boat accident

               for that.

                          

                          SUZANNE

                    (sotto)

               This is more than a boat

               accident.  I heard Captain Smith

               and Jack Astor -- the ship only

               has an hour.

                          

                          ALEX

               That ain't possible.  She's

               unsinkable!

                          

                          SUZANNE

               Listen to me, Alex.  Captain

               Smith was quite clear about it.



Alex looks at her, concerned but not willing to believe.

                          

                          SUZANNE

                    (continuing)

               They've sent everyone up to the

               top Deck.

                    (beat)

               Are you all right?

                          

                          ALEX

               Yeah.

                    (beat)

               And feelin' real lucky we found

               each other.

                          

                          SUZANNE

               I've felt that way since the day

               we met.



INT.  WIRELESS ROOM



Phillips is still tapping out the distress message.



Bride enters, carrying two life preservers.  He hears the

Orchestra start up a new ragtime number OS.

                          

                          BRIDE

               Oh, goody, music to drown by.

                          

                          PHILLIPS

               What's the happy news from the

               Bridge?

                                             

                                             (CONTINUED)

     CONTINUED:

                          

                          BRIDE

               We're sinkin' by the head.  Looks

               grim.  They're gonna start

               loading folks in the lifeboats.

               What about the Carpathia?

                          

                          PHILLIPS

               Hours away, but still our best bet.

                          

                          BRIDE

               What a sorry sight that'll be:

               the classiest ship ever built

               towed home by a rust bucket.



Mr. and Mrs. Straus enter.  Phillips, working the key,

doesn't notice them. Mr. Straus is holding a piece of paper.

                          

                          MR. STRAUS

               I need to send a wireless.

                          

                          BRIDE

               No passenger messages right now --

                          

                          MR. STRAUS

               -- To our family, to let them

               know what to do... if we're late.



Captain Smith comes in behind them and takes the paper.

                          

                          CAPTAIN SMITH

               I'll see what we can do.

                          

                          MR. STRAUS

               Thank you.



Noting the grim look on Captain Smith's face, the Strauses

quietly leave.

                          

                          CAPTAIN SMITH

                    (to Phillips)

               Have we word from anyone aside

               from the Carpathia?

                          

                          PHILLIPS

               Yes, sir, the Frankfurt, and the

               Olympic.  The Krauts are about a

               hundred fifty miles off, and the

               Olympic's five hundred from here.

                          

                          CAPTAIN SMITH

               Completely useless.  What signal

               are you transmitting?

                                             

                                             (CONTINUED)

     CONTINUED:  (2)

                          

                          PHILLIPS

               Standard distress, CQD, as you

               ordered.

                          

                          BRIDE

               Hold on a minute...

                          

                          PHILLIPS

               Oh, great.  Bride has an idea.

                          

                          BRIDE

               What about that new signal, SOS?

                    (to Smith)

               It's a distress call, just

               approved.  Easy to understand,

               even for a bleedin' German.



Captain Smith cannot help but smile.

                          

                          BRIDE

                    (continuing; to Phillips)

               Besides, this may be your last

               chance to give it a try.



Phillips looks at Captain Smith, who nods his approval.

                          

                          CAPTAIN SMITH

               Stay in touch with the Carpathia;

               inform the Bridge if you contact

               anyone closer to our position.



Captain Smith leaves.



Phillips starts tapping out an SOS: ... — — — ...

                          

                          PHILLIPS

               Pretty cheeky with his Lordship.

                          

                          BRIDE

               Who's gonna care when we're all

               having sand for breakfast?

                          

                          PHILLIPS

               We won't sink.  They'll just

               punch another hole to let the

               water back out.



They turn as a small typewriter table on wheels suddenly

rolls across the increasingly tilted floor.  They exchange a

nervous look, then Phillips continues tapping out the SOS.







INT.  BOILER ROOMS



Stokers struggle to bolster with crossbeams a watertight

bulkhead door, which is literally straining at its seams

against the roaring water on the other side.



Chief Bell stands nearby, holding the phone.

                          

                          CHIEF BELL

                    (shouts into phone)

               Pumps can't keep ahead of it,

               Captain!



INT.  BRIDGE



On the phone, Captain Smith, listens to the bad news.

                          

                          CAPTAIN SMITH

                    (into phone)

               We need lights, Chief, and power

               for the wireless.  Do what you can.



Dazed, Captain Smith hangs up the phone.



EXT.  BOAT DECK, STARBOARD



Here on the starboard side, far from the portside entrance

to the gymnasium, two confused Crewmen stand near the

lifeboats, arguing about what to do.  A few disinterested

passengers look on from the shadows nearby.

                          

                          CONFUSED CREWMAN #1

               ...Nobody said load the boats!

                          

                          CONFUSED CREWMAN #2

               The Captain 'imself -- he said

               so!



Ismay appears and comes between the two Crewmen.

                          

                          ISMAY

               Why aren't these lifeboats being

               filled?

                          

                          CONFUSED CREWMAN #2

                    (to Ismay; angry)

               Back with the other passengers!

                          

                          ISMAY

                    (angrier)

               See here, I'm Chairman of this

               bloody Shipping Line...



Barely noticing Ismay, Murdoch and Lowe appear with two

other Crewmen in tow.  To his Crewmen:

                                             

                                             (CONTINUED)

     CONTINUED:

                          

                          MURDOCH

               You're on the davits.  Swing 'em

               out.



The men scramble up the davits -- metal arms holding the

pulleys upon which the lifeboats are suspended -- to oblige

Murdoch.



NOTE: All the fixed-hull lifeboats are identical, except for

a round plate with a white numeral at either side of their

bow, identifying them by number.



Grumbling to himself, Ismay fades into the darkness.



Murdoch turns to the small group of passengers who stand

watching nearby:

                          

                          MURDOCH

                    (continuing)

               Ladies and children, this way...



No one moves.

                          

                          MURDOCH

                    (continuing)

               Please, ladies, we must get this

               boat away and move on to the next.

                    (to Lowe; sotto)

               What became of boat assignments?

                          

                          LOWE

               No one ever had any.



One Young Woman steps forward, acting as though she's

getting on a amusement park ride.  She carries a small

Pomeranian dog.  Lowe helps her into Lifeboat #7, the first

in position, and she waves excitedly to her friends.

                          

                          ANOTHER WOMAN

                    (giggling)

               Wait, Maggie, I'm coming as well!



Her excitement is contagious, so several other women line

up.  As Crewmen help them into the boat, it wobbles on the

two falls holding it -- one at its bow, one at its stern --

and bumps against the side of the deck.



Eyeing the precarious-looking fall lines, Lowe steps aside

with Murdoch.

                          

                          LOWE

                    (sotto)

               Fill these boats to capacity,

                          -more-

                                             

                                             (CONTINUED)

     CONTINUED:  (2)

                          

                          LOWE (Cont'd)

               sixty-five people, they'll buckle

               under the weight.  I say lower

               'em half-filled, have 'em stand

               by at the gangways.  We can load

               more people down there.

                          

                          MURDOCH

               Too dicey.  How long do you think

               they would last if they end up in

               the drink?  That water is twenty-

               eight degrees.

                          

                          LOWE

               Better to take that chance then kill

               'em right off in the lifeboats.



After a moment, Murdoch looks at Boat #7, which is about

half full.  He turns to the two confused Crewman.

                          

                          MURDOCH

               You men know how to row?

                          

                          CONFUSED CREWMAN #2

               Think so, sir.

                          

                          MURDOCH

               You're in command of this boat.

               Stand by the after gangway, be

               ready to receive more passengers.



As the confused Crewmen clamber aboard, Murdoch calls out to

the crowd again:

                          

                          MURDOCH

                    (continuing)

               Are there any more ladies before

               this boat goes?



Again, no one comes forward.  Murdoch sighs and nods to the

Crewmen.



The men cranking the davits struggle with the sticky new

equipment and the boat begins its 70-foot descent.  There

are 28 people aboard a boat made for 65.



EXT.  BOAT DECK, PORT



Captain Smith finds Fourth Officer Boxhall signaling with a

Morse lamp off the port side.  Boxhall sees him and grins.

                                             

                                             (CONTINUED)

     CONTINUED:

                          

                          BOXHALL

               Sir!  We've spotted what looks

               like a steamer, maybe ten miles

               off!



He passes the binoculars to Captain Smith.  Smith peers

through them and seems genuinely encouraged.

                          

                          CAPTAIN SMITH

               Capital!  Have they acknowledged

               you?

                          

                          BOXHALL

               No, sir, not yet.

                          

                          CAPTAIN SMITH

               Signal 'We are the Titanic, come

               at once, we are sinking.'



Boxhall obliges, flashing the message repeatedly.  Smith

watches through the binoculars for a response.



CAPTAIN SMITH'S POV THROUGH BINOCULARS



From this distance, the Californian looks like a tiny row of

twinkling lights.

                          

                          BOXHALL (OS)

               Any response, sir?

                          

                          CAPTAIN SMITH (OS)

                    (beat)

               No, damn it all... Seemed so for

               a moment, but it's their masthead

               light flickering.



BACK TO SCENE



Disappointed, Captain Smith hands Boxhall the binoculars.

                          

                          CAPTAIN SMITH

               Keep at it.



Boxhall watches as Captain Smith walks slowly, almost

aimlessly, away.



INT.  CALIFORNIAN BRIDGE  -  NIGHT



Stone and Gibson, meanwhile, are looking through their

binoculars at the Titanic.  The two ships are just a hair

too far from one another for the Morse lamp to be visible.

                                             

                                             (CONTINUED)

     CONTINUED:

                          

                          GIBSON

               If they're answerin', I sure

               enough can't tell.  If she was

               just a little closer...



INT.  GYMNASIUM, TITANIC  -  NIGHT



A Steward addresses the group, most of whom are still

occupying themselves with the exercise equipment.

                          

                          STEWARD

               You're to be on boat number four.

               It will be ready momentarily.



Madeleine looks at Astor.  He smiles reassuringly at her,

but when she turns away he sneaks a glance at his watch.



Alex and Suzanne come into the gymnasium and spot Ruth.

Before Suzanne walks toward Ruth, Alex stops her.

                          

                          ALEX

               Might be better for you if I wait

               here while you talk to your Mum.

                          

                          SUZANNE

               I'm not letting her off that

               easily.



Suzanne takes Alex's hand and they cross to Ruth.



Ruth spots them, and is at first relieved to see Suzanne.

Then she notices they're holding hands.  She gives Suzanne

her best disapproving glare, which Suzanne tries to ignore.

                          

                          RUTH

               I am livid.  They won't let me

               speak with Captain Smith.

                          

                          SUZANNE

               What do you want from the

               Captain?

                          

                          RUTH

               An end to this foolishness about

               lifeboats.  No one is putting me

               into an open boat!



Suzanne is surprised to see her mother is genuinely

frightened.  Ruth starts for the door.

                          

                          RUTH

                    (continuing)

               There must be an officer about

               somewhere...

                                             

                                             (CONTINUED)

     CONTINUED:

                          

                          SUZANNE

               Mother, wait --

                          

                          ALEX

               -- The deck's awful dark, Ma'am.

               I'll round someone up, if you want.



Alex's offer stops Ruth from leaving, but she still looks at

Suzanne while replying:

                          

                          RUTH

               That would be helpful.



INT.  GUGGENHEIM'S STATEROOM



Mme. Aubert pushes the door open and finds Guggenheim

sitting with his stocking feet up on the writing desk.  He's

removed his bulky life preserver and thrown it on the bed.

He's staring at the small framed picture of his daughters.

                          

                          GUGGENHEIM

               You should be up on deck with the

               other ladies.

                          

                          MME. AUBERT

               I believe that is the first time

               you called me a lady.

                          

                          GUGGENHEIM

               Figure of speech.

                          

                          MME. AUBERT

                    (smiles)

               What about you?

                          

                          GUGGENHEIM

               Frankly, when we get to New York,

               I'd just as soon turn around and

               jump on another ship.  Must be in

               my blood.  My parents fell in

               love crossing the Atlantic.

                          

                          MME. AUBERT

               Mysterious strangers, catching

               one another's eye across the

               promenade?

                          

                          GUGGENHEIM

               They were half-brother and -sister,

               teenagers jammed in steerage with a

               dozen other siblings.  Back in

               Switzerland, my grandparents were

               both widowed.  They wanted to marry

                          -more-

                                             

                                             (CONTINUED)

     CONTINUED:

                          

                          GUGGENHEIM (Cont'd)

               each other, but the village rabbi

               wouldn't bless the union.  So they

               married in a civil ceremony, and

               fled to the US with their newly-

               combined family.  My father had to

               wait four years before my mother

               was old enough to become his wife.

                          

                          MME. AUBERT

               What a romantic story.



He stands and helps put her fur coat over her shoulders.

                          

                          GUGGENHEIM

               I always seem to blather when I'm

               with you.  Get out of here.

                          

                          MME. AUBERT

                    (beat)

               I think they are not telling us

               the true situation.

                          

                          GUGGENHEIM

               I'm sure you're right.

                          

                          MME. AUBERT

               Thank you for not trying to

               mislead me.

                          

                          GUGGENHEIM

               Not my style.

                          

                          MME. AUBERT

               Why have you removed your life

               preserver?

                          

                          GUGGENHEIM

               It's damned uncomfortable, that's

               why.

                    (off her look)

               I wouldn't want to miss seeing

               your little business plan put

               into action, believe me.

                          

                          MME. AUBERT

               Then I will see you up top.



After a moment, she turns and goes.



EXT.  BOAT DECK, PORT / BOAT #6



Alex and Suzanne spot Lightoller and Andrews near the

lifeboats.  Lightoller is wearing a greatcoat over his

                                             

                                             (CONTINUED)

     CONTINUED:



pajamas.  Andrews is still in evening clothes.  They and a

uniformed Crewman have managed to swing down Boat #6.

                          

                          ANDREWS

                    (to Lightoller)

               ...We haven't enough men up here

               to work the davits.

                          

                          LIGHTOLLER

               It's worse over on the starboard.

                          

                          ANDREWS

               If you can't find crew enough,

               enlist some passengers to help.



Alex looks at Suzanne, then steps forward.

                          

                          ALEX

               If you need a hand...

                          

                          ANDREWS

               Are you a sailor?

                          

                          ALEX

               No... a reader.  Seen some stuff

               about your ship here and there.

               I think I can crank a 'Welin'

               Davit all right.

                          

                          ANDREWS

                    (smiles)

               Thank you.

                          

                          LIGHTOLLER

                    (to Alex)

               Go across to starboard, ask for

               Officer Lowe.

                          

                          ALEX

                    (to Andrews)

               Look, people are gettin' nervous

               with rumors of the ship

               sinkin'... They could use some

               words of assurance.

                          

                          ANDREWS

               I'll see what we can do.



But the look on Andrews' face tells Alex everything.  Alex

nods, numb, suddenly accepting the true seriousness of the

situation.  After a beat, he turns to Suzanne.

                                             

                                             (CONTINUED)

     CONTINUED:  (2)

                          

                          ALEX

               Guess I'll be over the other side

               for a while.

                          

                          SUZANNE

               I'll come with you.

                          

                          ALEX

               No.  Stick with your Mum, and the

               Astors.  No one'll make that

               bunch wait for a good seat.

                          

                          SUZANNE

               What about you?

                          

                          ALEX

               I'll be back before you're off.

                          

                          SUZANNE

               That's not what I asked.

                          

                          ALEX

               I'll be okay.  Always have been,

               right?

                    (beat)

               I better get to it...



Suzanne nods and tries to smile.  They look at each other

for a moment, then, with a quick kiss, he's gone.



EXT.  BOAT DECK, PORT



Just outside the Bridge, Boxhall kneels next to a flat

wooden crate, prying the top open.  Inside are eight Roman-

candle-type rockets.  Boxhall looks up, surprised, as

Captain Smith approaches.

                          

                          BOXHALL

               Captain, these rockets, they

               ain't red, they're white!

                          

                          CAPTAIN SMITH

               They're supposed to be distress

               rockets.

                          

                          BOXHALL

               These're all we got.

                          

                          CAPTAIN SMITH

               Fire them anyway -- one immediately

               and one every five or six minutes.







INT.  THIRD CLASS CORRIDORS



Some Crewmen open the trap door to Alex's firemen's passage.

The water that was swirling two decks below when Alex was

here is now only a few feet from the door.  Frightened, the

Crewmen run off.



Nearby, oblivious to them, a fat baker in a white uniform,

CHARLES JOUGHIN, walks slowly along the corridor, steadying

himself against the ship's list and his own drunkenness by

sliding his shoulder against the wall as he goes.  He pauses

for a moment to fortify himself from an almost empty bottle.



ANGLE ABOVE TITANIC



Boxhall fires a rocket.  It hisses and flares into the air,

high above the ship.  It explodes loudly, and a shower of

small trails arc down, burning out as they hit the water.



SUPERIMPOSE: 12:48 AM.



EXT.  BOAT DECK, PORT



Crewmen have escorted Suzanne, Ruth, the Astors, Molly and

the others out on deck just in time to see the rocket.



The reactions vary: some murmur nervously, others grin like

it's the Fourth of July.  Lightoller runs over to them.

                          

                          LIGHTOLLER

               There will be a moment's delay.

               The ship's sounding spur is

               directly below your boat.  I've

               sent some men to chop it off.



The group grumbles, but they have no choice but to cool

their well-heeled heels.



Lightoller grabs his Crew and they rush off to load another

boat in the meantime.



INT.  CALIFORNIAN BRIDGE  -  NIGHT



Gibson and Stone see the rocket burst over the Titanic.

                          

                          GIBSON

               Was that a shootin' star?

                          

                          STONE

               I think it was a rocket.

                          

                          GIBSON

               I wonder why a ship like that

               would fire rockets at night.

                                             

                                             (CONTINUED)

     CONTINUED:



Stone just continues staring at the distant ship.  Gibson

half-heartedly tries Morsing again.



EXT.  TITANIC, BOAT DECK, STARBOARD  -  NIGHT



Alex and a Crewmen are perched on the davits above Boat #5.

It is loaded and ready to lower.  Lowe stands below Alex,

guiding the falls.  They start cranking the davits, but

neither will function.

                          

                          CREWMAN

                    (to Lowe)

               Sir, it's stuck!



Alex keeps working his and finally gets it to move a little.

                          

                          ALEX

               Pulleys are jammed with fresh

               paint!

                    (to Crewman)

               Try crankin' back and forth.



Alex and the Crewman try to synchronize their movements and

free the frozen davit pulleys at the same time.



Inch by inch, the lifeboat starts descending -- one end then

the other momentarily lower as it creeps downward.



Ismay rushes over and starts waving his arms in circles.

                          

                          ISMAY

               Lower away, lower away, lower

               away!



Lowe has no idea who Ismay is.

                          

                          LOWE

               If you'll get the hell out of the

               way, they'll be able to do

               something!

                          

                          ISMAY

               You're not going fast enough!

               Quickly, quickly!

                          

                          LOWE

               If they lower any faster, they'll

               drown the whole lot of 'em!

                          

                          ISMAY

               Do you know who I am?

                                             

                                             (CONTINUED)

     CONTINUED:

                          

                          LOWE

               I don't care if you're the bloody

               Prince of Wales!  Move back or

               I'll knock your teeth down your

               throat!



Frightened, Ismay pipes down.



INT.  FIRST CLASS CORRIDORS  -  INCLUDE PURSER'S OFFICE



We notice a marked tilting of the surroundings caused by the

ship's gradual list to port and to the head.  This

unsettling effect worsens as the night goes on.



A group of anxious ladies crowd around the Purser's Office.

                                        

WOMAN #1                                WOMAN #2

    I want my jewelry!          Whatever is the delay

                                here?



Purser Herbert W. McElroy tries to maintain order.

                          

                          MCELROY

               Please form a queue, claim checks

               at the ready.  We will open the

               vault momentarily!

                          

                          WOMAN #2

               Hurry!  They're firing rockets

               outside!



INT.  GYMNASIUM



Ruth nervously scans the crowd.  She hurries over to Suzanne

as she approaches.

                          

                          RUTH

               Where's my Officer?

                          

                          SUZANNE

               They're extremely busy --

                          

                          RUTH

               -- So I'm obliged to play along

               with this farce?  I'm going below

               for my valuables.

                          

                          SUZANNE

               You shouldn't distract the crew

               with another concern right now.

                                             

                                             (CONTINUED)

     CONTINUED:

                          

                          RUTH

               I paid handsomely for my ticket;

               my desires are their concern.

               Why do you suddenly care about

               the crew?  Is this what comes of

               becoming so... intimate with the

               lower classes?

                          

                          SUZANNE

               Well, Mother, you're the expert

               about low class, all right;

               because that's exactly what your

               behavior has been.



Ruth is stunned.  She looks around and is horrified to see

that everyone is listening.

                          

                          SUZANNE

                    (continuing)

               Now, if the best way we can help

               is to wait with the others, and

               not be a hindrance, that's

               exactly what we're going to do.

               Is that clear?



Ruth glares at Suzanne, looking as though she'll explode.

But after a long moment, she pushes in front of Suzanne and

crosses back to other passengers.  Walking behind her,

Suzanne lets out an enormous sigh -- that felt good.



EXT.  TITANIC



The bow has dipped down so far that the huge hole for the

anchor chain slips under water.  With a thundering roar of

water, an additional 12 square feet is opened to the sea.

The pace of the sinking doubles.

                                             

                                             FADE OUT

                      END OF ACT EIGHT

                              

                              

                              

                          ACT NINE

                              

                              



FADE IN:



INT.  BOILER ROOMS



Despite the heat, ear-splitting sound, hot metal and

shifting coals, Chief Bell and the engineering team stay at

their posts.  They slosh through the rising water, nervously

monitoring and adjusting the equipment.



SUPERIMPOSE: 12:55 AM.

                          

                          FIREMAN BARRETT

               Chief!  We're gonna lose another

               generator!

                          

                          CHIEF BELL

               Cut back the load.  Turn off the

               fans, anything nonessential.



EXT.  BOAT DECK, PORT



Molly Brown stands watching Crewmen help passengers into

Boat #6.  As she moves away, the Young Crewman (whom she

intimidated in front of the gymnasium) grabs her.

                          

                          YOUNG CREWMAN

               You're goin', too, missy.

                          

                          MOLLY

               Whoa!  I'll go when I'm good and

               ready...



She tries to pull away.  A second Crewman takes her other

arm.  She struggles, so they pick her up and literally toss

her into the boat.

                          

                          MOLLY

                    (continuing)

               You rotten little weasels!

                          

                          LIGHTOLLER

                    (from davits above)

               Start lowering.

                    (to Hitchens, in boat)

               Remember -- stand alongside, be

               ready to take on additional

               passengers.







INT.  GUGGENHEIM'S STATEROOM



The door to Guggenheim's stateroom creaks open and Mme.

Aubert peers inside.  Guggenheim is still sitting at his

desk.  He looks up at her.

                          

                          GUGGENHEIM

               You shouldn't be down here.

                          

                          MME. AUBERT

               You actually sound concerned

               about me.

                          

                          GUGGENHEIM

               Guess I'll have to watch that.

                          

                          MME. AUBERT

               I never went up.  I have been

               sitting in the foyer.

                    (beat)

               What are we to do about New York?

               When news of our predicament

               becomes known, your wife will

               probably come in from Pittsburgh.

                          

                          GUGGENHEIM

               That should be the least of your

               worries.

                          

                          MME. AUBERT

               I must know: have you and she

               always had an... arrangement?

                          

                          GUGGENHEIM

               Florette knew about me from the

               start.  Hell, I spent half my

               time in the bawdyhouses when I

               was working out west.  It's a

               habit my father started me on.

               He took each of my brothers and

               me to a brothel, the night of our

               bar mitzvah.

                    (smiles)

               It's funny, all I ever had in

               common with the old SOB were

               vices.

                          

                          MME. AUBERT

               Actually, it's sad... but I know

               all about sadness.  Fortunately,

               I also know what it's like to be

               deliriously happy.

                          

                          GUGGENHEIM

                    (stands)

               I want you to go up to the boats.

                          -more-

                                             

                                             (CONTINUED)

     CONTINUED:

                          

                          GUGGENHEIM (Cont'd)

                    (beat)

               And remember, the champagne's on

               you if your shrewd little

               business maneuver blows up in my

               face.

                          

                          MME. AUBERT

               Heaven help society if it came to

               that.  You would be destitute with

               such style that everyone would want

               to follow you to the poorhouse.



Guggenheim looks at her, weighing his next remark.

                          

                          GUGGENHEIM

               Seems I have something else in

               common with my old man: falling

               in love while crossing the

               Atlantic.



Moved, Mme. Aubert looks down, unable to meet his glance.

                          

                          MME. AUBERT

               Ben...

                          

                          GUGGENHEIM

               Of course, he managed to make it

               all the way across.



Mme. Aubert tries to laugh, but when she looks up her eyes

are wet with tears.

                          

                          GUGGENHEIM

                    (continuing)

               No tears; they don't suit you. And

               no good-byes; they don't suit me.

                    (sotto)

               Get going...



She nods and, after a moment, turns to go.  She notices a

carnation in the lapel of his dinner jacket, which is

hanging on the clothes horse.  She takes the flower, and

with one quick glance back at Guggenheim, she leaves.



INT.  THIRD CLASS COMMON ROOM



Steward John Hart comes in to find the nervous crowd of

Steerage passengers still milling around.

                          

                          HART

               Listen!  We've been ordered to

                          -more-

                                             

                                             (CONTINUED)

     CONTINUED:

                          

                          HART (Cont'd)

               escort the women and children up

               to the Boat Deck.  I'll take a

               group of twenty-five --

                          

                          BUNKMATE #1

               -- We all want to go.  Now!

                          

                          HART

               We're takin' small groups so you

               won't get split up and lost.

               You'd have a devil of a time on

               your own.  Please, twenty-five

               women and kids.



Easier said than done: some women and children cling to the

men, while other families tearfully separate.



Many speak to one another in their native tongue, not

understanding Hart's instructions.



A few turn around and go back to their bunks.



Mr. Navratil steps forward, carrying his two boys.

                          

                          NAVRATIL

                    (French accent)

               Please, take my sons with you.

                          

                          HART

               They're just babies... where's

               their mum?

                          

                          NAVRATIL

               She's... she's dead.

                          

                          HART

                    (after a beat)

               All right.  Come with me.



Hart spots the Goodwins and crosses to Fred.  He smiles when

he sees that Sidney and Harold have both attached the White

Star pins he gave them to the front of their life preservers.

                          

                          HART

               I'll take the ladies and the

               little ones if you'd please, sir.



Fred looks at Augusta.  Before he can say anything:

                          

                          AUGUSTA

               We'll go nowhere without you.

                                             

                                             (CONTINUED)

     CONTINUED:  (2)

                          

                          FRED

                    (to Hart)

               Thanks.  We'll wait a bit.

                          

                          HART

               But, sir...

                    (off Fred's look)

               Okay, I'll come back for you.



INT.  CALIFORNIAN BRIDGE  -  NIGHT



Gibson has become bored with Morsing.  He and Stone see

rocket #2 burst above the ship in the distance.

                          

                          STONE

               Looked to be another rocket.

               Blasted shame we're not closer.

                          

                          GIBSON

               So, ask 'im to move us... right

               through the ice and all.

                          

                          STONE

               Only if I can say it was your idea.



They laugh, but don't make a move to wake the Captain.



EXT.  BOAT DECK, PORT, TITANIC  -  NIGHT



We can sense a darkening of the mood around the ship.  The

joking and lingering have ended; people enter lifeboats

eagerly.



Ismay wanders from lifeboat to lifeboat, pacing nervously,

not being much help to anyone.  He continuously twists the

small ring on his pinkie.



Several men help Lightoller load Boat #8.  Etches pushes

through with Mme. Aubert, and helps her into the boat.

Etches notices she's quietly crying.

                          

                          MME. AUBERT

               Not a word to Mr. Guggenheim

               about my silly... sentimentality.

                          

                          ETCHES

               It's our secret.



Mme. Aubert takes her seat.



Lightoller next rushes Mrs. Straus and her Maid onto the

boat.  Mrs. Straus starts to enter the boat, but stops with

one foot on the galeway.

                                             

                                             (CONTINUED)

     CONTINUED:

                          

                          MRS. STRAUS

               No.



She slips off her fur coat and hands it to her Maid.

                          

                          MRS. STRAUS

                    (continuing; smiles)

               Go ahead, put it on.



Everyone else in line backs up as she steps out of the boat.

Ismay comes over to see what's wrong.

                          

                          MR. STRAUS

               Ida, take your place.

                          

                          MRS. STRAUS

               We have been living together many

               years.  Where you go, I go.

                          

                          ISMAY

                    (to Lightoller)

               I don't see why anyone would object

               to an old gentleman like Mr. Straus

               going with his wife...

                          

                          MR. STRAUS

               I will not go before the other men.



Ismay looks at him as if he's crazy.  Suddenly, rocket #3

streaks up and explodes above them, startling Mrs. Straus.



She composes herself and turns to Lightoller.  He holds out

his hand in hopes she'll take it and come aboard the boat.

                          

                          MRS. STRAUS

               I won't be separated from my

               husband.



Mr. Straus's eyes glisten behind his pince-nez as he helps

her down from the deck chair being used as makeshift steps.

He is both troubled and moved by her refusal to leave him.

                          

                          MR. STRAUS

               What am I to do with you?



INT.  FIRST CLASS CORRIDORS



Andrews hurries from stateroom to stateroom, knocking on the

doors, then throwing them open to confirm the cabin is empty.



Ahead, Hart and his group of steerage passengers approaches.

Andrews looks suspiciously at Navratil, still carrying his

boys, then turns to Hart.

                                             

                                             (CONTINUED)

     CONTINUED:

                          

                          ANDREWS

               Why are these people not on deck?

                          

                          HART

               That's where we're headed, sir.

                          

                          ANDREWS

               I'll take them; you go back for

               more.  Tell me, have the officers

               unlocked the gates to Third Class?

                          

                          HART

               I haven't noticed.

                          

                          ANDREWS

               Well, pass the word as you go!

                          

                          HART

                    (beat)

               Sir... to be truthful, I haven't

               seen any officers below.  I'm

               only a Steward...



Andrews sees that Hart is extremely nervous.

                          

                          ANDREWS

               You're doing fine.  We're all

               frightened.  Just keep in mind

               those depending on us.



Hart glances at the anxious immigrants in their care.  Then,

with a quick look at Andrews, he hurries off.



EXT.  BOAT DECK, PORT



Suzanne, Ruth, the Astors and the others are still waiting

outside.  They are not happy about it.  Suzanne paces

impatiently.  Ruth still smarts over Suzanne's scolding.



Madeleine stands close to Astor.  He adjusts her new shawl

around her shoulders.

                          

                          ASTOR

               I was speaking in haste when I

               said I wanted to sell the house

               in New York.  You should do

               whatever you see fit with it.

                          

                          MADELEINE

               Me?

                          

                          ASTOR

               I just meant... with the baby

                          -more-

                                             

                                             (CONTINUED)

     CONTINUED:

                          

                          ASTOR (Cont'd)

               coming... you should be more

               involved in those sorts of

               decisions.

                          

                          MADELEINE

               It would be a shame to abandon a

               home you love so much.

                          

                          ASTOR

               You're too kind.  You should say

               it's idiotic.  Like wasting even

               one moment of life worrying about

               something as trivial as people's

               approval.



Madeleine smiles at him.



Captain Smith walks up and addresses the group:

                          

                          CAPTAIN SMITH

               We need you to go down one deck.



There is much grumbling among the passengers, but they start

on their way.  Ismay overhears and runs in front of them.

                          

                          ISMAY

               One moment, one moment!

                    (to Captain Smith)

               What on Earth is this about?

                          

                          CAPTAIN SMITH

               The ship's listing so badly that

               the boat will swing out too far.

               The men can secure it with

               hawsers down on the Promenade --

                          

                          ISMAY

                    (impatiently)

               -- Whatever.

                    (to passengers)

               Proceed.  Quickly!



The group heads for the staircase to the Promenade Deck.

Ruth, preoccupied, doesn't follow.

                          

                          SUZANNE

               Are you coming?

                          

                          RUTH

               Lifeboats, indeed.  This is

               madness.

                                             

                                             (CONTINUED)

     CONTINUED:  (2)



Suzanne smiles as she sees Alex rush up.  He's sweaty and

dirty from working.  He wipes his hands before taking hers.



Suzanne's tenderness toward Alex is not lost on Ruth.  She

watches them as they move off together.

                          

                          ALEX

               I only can stay for a minute.



She wipes his face with her handkerchief.

                          

                          SUZANNE

               I feel worthless, simply standing

               around.  Here they're shorthanded,

               yet they expect the women to do

               nothing but wait.

                          

                          ALEX

               Your Mum needs you, doesn't she?

                          

                          SUZANNE

               I'm beginning to realize, maybe

               she does.  I'm worried about her.

               She's terrified about getting on

               a lifeboat.

                          

                          ALEX

               Have you told her?

                          

                          SUZANNE

               No.  Not yet.

                    (beat)

               What's wrong with me?  I'm numb.

               With all there is to say to you,

               I've nothing in my mind but

               trivia: Patterns of light under

               the trees where we walked.  The

               seats in the Music Hall squeaking

               when we kissed.  The time we saw

               our reflection, all fragmented in

               a shop window, and I thought your

               eyes were mine.

                          

                          ALEX

               And me sayin' that was destiny.

                          

                          SUZANNE

               When I was in Oxford, I could

               envision details of the future

               just as clearly as those of the

               past.  Then I left, and it all

               went dark.

                                             

                                             (CONTINUED)

     CONTINUED:  (3)

                          

                          ALEX

               Listen, Suzanne, destiny's

               somethin' I talk of sometimes, but

               the future ain't written.  Hope

               and love's all there is.  Lose

               'em, you're bound to see darkness.

                          

                          SUZANNE

               Maybe for a moment hope was gone.

               But never love.



LOWE



sees Alex and whistles to get his attention.

                          

                          LOWE

               I need you on the davits!



ALEX



waves, acknowledging.  Frustrated, he looks at Suzanne.

                          

                          SUZANNE

               They need you.

                          

                          ALEX

               Yeah... I'll be back before you go.



Alex reluctantly leaves Suzanne and follows Lowe.



ANGLE ABOVE TITANIC



Rocket #4 streaks the sky, then bursts into bright balls of

light with a loud boom.



CAPTAIN SMITH



leans over the deck railing, and shouts down through his

megaphone to a lifeboat below:

                          

                          CAPTAIN SMITH

               Ahoy!  Stand alongside!



HIS POV  -  ANGLE ON LIFEBOAT IN WATER



The crew in the boat ignore Smith's command and row quickly

away from the ship.



BACK TO SCENE



Incredulous, Captain Smith looks around the deck.

                                             

                                             (CONTINUED)

     CONTINUED:

                          

                          CAPTAIN SMITH

               Lightoller!



Lightoller runs over.

                          

                          LIGHTOLLER

               Sir?

                          

                          CAPTAIN SMITH

               The boats are ignoring orders to

               stand by for more passengers!

               Tell the men -- load the

               remaining boats to capacity.

                          

                          LIGHTOLLER

               Yes, sir.

                    (looks around)

               Sir... where are the group for

               Number Four?

                          

                          CAPTAIN SMITH

               I sent them below to the

               Promenade.



Lightoller is surprised.  He's about to say something, but

thinks the better of it.  Instead, he salutes and runs off.



EXT.  TITANIC



Her bow has sunk so much that the ocean laps against her

name.



EXT.  FIRST CLASS PROMENADE



Ruth, Astor and the others stand on the Promenade.  Their

boat has been lowered to this level.  But there's a small

complication: this part of the First Class Promenade is

enclosed by glass.  The boat is inaccessible.



Captain Smith comes down and sees the problem.

                          

                          CAPTAIN SMITH

               Good God, this won't do at all.

                    (to passengers)

               You'd better go back up top.

                          

                          RUTH

               You ordered us down here and now

               you are taking us back?



We realize the old Captain is slowly losing control.  After

a moment, he turns to a Crewman:

                                             

                                             (CONTINUED)

     CONTINUED:

                          

                          CAPTAIN SMITH

               Remove these windows.



Rattled, he walks away.  Ruth looks uneasily at Suzanne.



INT.  CALIFORNIAN BRIDGE  -  NIGHT



Stone hands the glasses to Gibson.

                          

                          STONE

               Have a look at her now, Gibson.



GIBSON'S POV  -  THROUGH BINOCULARS



Even at this distance, the ship seems off-kilter.

                          

                          GIBSON (OS)

               She looks rather to have a big

               side out of the water.



Then there is a faint streak upward, and a burst of white

stars above the Titanic.

                          

                          GIBSON (OS)

                    (continuing)

               Another rocket.



BACK TO SCENE



Gibson hands the binoculars back to Stone.

                          

                          STONE

               What is that, five?

                    (beat)

               A ship's not going to fire

               rockets at sea for nothin'.

                          

                          GIBSON

               Maybe they're in some sort of

               distress.



Stone nods, agreeing.  He reluctantly picks up the speaking

tube... and hands it to Gibson.  Gibson grimaces -- thanks,

pal -- and blows into the tube.  After a long beat:

                          

                          CAPTAIN LORD (VO)

                    (groggy; thru speaking

                     tube)

               What do you want?

                                             

                                             (CONTINUED)

     CONTINUED:

                          

                          GIBSON

                    (into speaking tube)

               It's Gibson, sir.  That ship's

               firing rockets... five so far.



INT.  CALIFORNIAN CHART ROOM



Captain Lord, half asleep, wearing pants and undershirt, is

sitting on the chart table, holding the tube.

                          

                          CAPTAIN LORD

                    (into speaking tube)

               Are they private signals?



INT.  CALIFORNIAN BRIDGE



Confused, Gibson turns to Stone.

                          

                          GIBSON

               He's askin' if they're 'private

               signals'.

                          

                          STONE

               Fishermen's flares?  No.  Just

               tell 'im the rockets are white.

                          

                          GIBSON

                    (into speaking tube)

               Captain?  All we know is the

               rockets are white.

                          

                          CAPTAIN LORD (VO)

                    (through speaking tube)

               Try the lamp again.  When you get

               an answer, let me know.

                          

                          GIBSON

                    (into speaking tube)

               Aye, sir.



Gibson hangs the tube up.

                          

                          GIBSON

                    (continuing)

               He said Morse 'em again.

                          

                          STONE

               English translation: 'quit

               botherin' me.'

                                             

                                             FADE OUT

                       END OF ACT NINE

                              

                              

                              

                           ACT TEN

                              

                              



FADE IN:



INT.  BRIDGE, TITANIC  -  NIGHT



Murdoch and Lightoller hurry onto the Bridge.



SUPERIMPOSE: 1:15 AM.

                          

                          LIGHTOLLER

               ...They're in here.



Lightoller leads Murdoch to a locker behind the wheelhouse.



He unlocks it -- inside are several revolvers and boxes of

ammunition.  Murdoch takes the guns from the locker and lays

them out on the wheelhouse console.



Ismay comes in and doubletakes at the weapons.

                          

                          ISMAY

               What is this?  I cannot have you

               shooting my passengers!

                          

                          LIGHTOLLER

               You'd rather they drown?

                          

                          MURDOCH

                    (to Lightoller)

               That's enough, Mister.

                    (to Ismay)

               We've too few men to control a

               mob, should it come to that.



Ismay gets a queasy look on his face as he realizes it

probably will come to that.

                          

                          ISMAY

               Just... just bear in mind that a

               number of our passengers are very

               influential people...



He leaves.  Lightoller looks at Murdoch.

                          

                          LIGHTOLLER

               So don't offend anyone in First

               Class by blowing their brains out.

                                             

                                             (CONTINUED)

     CONTINUED:



Lightoller turns to go.  Murdoch hands him a revolver and

some ammunition.  After a beat, Lightoller slips the gun

into his coat pocket and hurries back to the boats.



We hold on Murdoch's resolved look as he loads his revolver,

checks the action, and stuffs it in his belt.



INT.  THIRD CLASS COMMON ROOM



Augusta looks at Fred.  She's getting more and more

frightened.  Fred's beginning to feel the same way.

                          

                          FRED

               Something's daft -- there's only

               one Steward for the lot of us?

                          

                          AUGUSTA

               They've forgotten us!

                          

                          LILY

               Mr. Hart said he'd come back --

                          

                          FRED

               -- I don't like it, Lily.  I

               don't want to wait any longer.



Fred turns to the other passengers.

                          

                          FRED

                    (continuing)

               We're heading off for the boats

               ourselves.  Who's to go with us?



A Swedish Woman, her 12-year-old Daughter and two Irish

Girls join with them.



EXT.  FIRST CLASS PROMENADE



Suzanne notices Guggenheim as he appears with his Valet.

They are wearing formal evening clothes -- white tie and

tails -- and no life preservers.

                          

                          GUGGENHEIM

                    (sotto; to Etches)

               Is Madame Aubert safely off?

                          

                          ETCHES

               Yes, sir.  Put her aboard myself.

                                             

                                             (CONTINUED)

     CONTINUED:

                          

                          GUGGENHEIM

               Thank you.  She was... all right?

                          

                          ETCHES

               Game and chipper, Mr. Guggenheim.

                    (notices)

               Your life vest!

                          

                          GUGGENHEIM

               There is grave doubt the men will

               get off.  I'm willing to stay on,

               play the man's game if there are

               not enough boats for more than

               the women and children.  Tell my

               family, Henry -- if it should

               happen that I go down and you are

               saved -- tell them I played the

               game straight and to the end.  No

               woman will be left aboard because

               Ben Guggenheim was a coward.



INT.  CARPATHIA BRIDGE  -  NIGHT



The ship is shuddering with its great speed. First Officer

Dean comes onto the Bridge, looking for Captain Rostron.  He

sees him standing alone, facing the water, head slightly

bowed, lips moving silently in supplication.



Sensing someone behind him, Rostron turns to Dean.

                          

                          DEAN

               Everything is ready.

                          

                          CAPTAIN ROSTRON

               Lookouts?

                          

                          DEAN

               Six extra men.

                          

                          CAPTAIN ROSTRON

               Engine room?

                          

                          DEAN

               Chief's cryin' bloody murder, but

               we've got seventeen and a half

               knots from engines certified to

               do twelve.

                    (after a beat)

               We'll be up to the ice soon,

               Captain.

                          

                          CAPTAIN ROSTRON

               Carry on, Mr. Dean.







EXT.  TITANIC AND LIFEBOATS  -  NIGHT



Several lifeboats move away at various distances from the

dying ship.  MUSIC from Hartley's orchestra carries across

the calm ocean.



INT.  THIRD CLASS CORRIDORS  -  FOLLOW THE GOODWINS



and the others accompanying them as they hurry through the

myriad of twist, turns and obstacles on the way to the Boat

Deck



They are stymied by locked gates, dead-end corridors, or

sealed bulkhead doors.



Harold and Sidney, the younger Goodwin kids, start to flag.

                          

                          FRED

               Up ya go, troops.



Fred picks one of them up in each arm.  They lean their

heads on his shoulders and close their eyes.



The group turns a corner and hears water rushing.

                          

                          AUGUSTA

               Good Lord, what's that?!



It's coming from a Firemen's passage trap door, much like

the one Alex used to get to and from First Class.

                          

                          FRED

               Let's double back.



The group wearily turns and starts back the way they came.



NEW ANGLE



Just beyond where they turned around is an accordion gate

leading to a stairway.  They did not get close enough to

that notice the gate has been unlocked, or that Joughin, the

drunken baker, is wobbling slowly up the stairs.



We see the sign above the gate: To Upper Decks.



EXT.  FIRST CLASS PROMENADE



A couple of Crewmen struggle to remove the big panes of

glass between the Promenade and Boat #4.



Suzanne watches for any sign of Alex.

                                             

                                             (CONTINUED)

     CONTINUED:

                          

                          RUTH

               Is your young... friend still

               assisting the crew?

                          

                          SUZANNE

               Yes.

                          

                          RUTH

               Where did he learn about ships?

                          

                          SUZANNE

               If it's something built by the

               hands of man, Alex knows how it

               works.

                          

                          RUTH

               Listen to me, Suzanne, I cannot do

               this -- I cannot get on a

               lifeboat.  I do not see why we

               must leave the safety of the ship.

                          

                          SUZANNE

                    (beat)

               The ship won't be here much longer.

                          

                          RUTH

               That's nonsense.

                          

                          SUZANNE

               I heard Captain Smith tell Jack

               Astor.



Ruth is shocked.  She looks over at Astor.



ASTOR



is calmly keeping Madeleine amused nearby.  He says

something that we cannot hear, and Madeleine laughs.



RUTH



turns back to Suzanne.

                          

                          RUTH

               Just before you were born, your

               father and I were in Europe.  He

               didn't want to journey home

               because I was expecting.  But I

               said I would not allow myself to

               become ill.  Of course, by the

               second day out I was green.  I

               cried the whole trip -- I knew

                          -more-

                                             

                                             (CONTINUED)

     CONTINUED:

                          

                          RUTH (Cont'd)

               how to cry in those days -- I was

               so worried the sickness would

               hurt my baby.  They put me to bed

               straightaway when we got home.

               You came early, in a snowstorm.

               Our nurse tried to hand you to me

               and I started to cry anew: you

               had dark hair, but everyone in

               the family was fair!  I accused

               the nurse of giving me a gypsy

               baby.  I was convinced mine had

               died because I was so pigheaded

               about taking that cursed boat

               trip.  Your father came in, and

               he made me hold you.  I finally

               did, and I knew right away you

               were mine.

                    (beat)

               And here I've taken you on

               another cursed boat trip.

                          

                          SUZANNE

                    (smiles; sotto)

               Let's go join the others.



As they go, Ruth takes Suzanne's hand in hers.



INT.  THIRD CLASS CORRIDORS



The Goodwins and their party come across a gate where two

Crewmen are within earshot on the other side.

                          

                          FRED

               Excuse me... Come, let us through!

                          

                          CREWMAN AT GATE #1

               Can't open the gate without

               orders.

                          

                          FRED

               Great God, man!  At least let the

               women and kids through!



The Crewmen look at one another.  Then, after a long beat,

they approach the gate.

                          

                          CREWMAN AT GATE #1

               All right, women and kids then.



As the Crewmen unlock the gate, Fred turns to Augusta.  She

shakes her head, frightened.

                                             

                                             (CONTINUED)

     CONTINUED:

                          

                          AUGUSTA

               Fred, no...

                          

                          FRED

               Go with the sailors, Gussie,

               you'll be fine.

                          

                          LILY

               Please, Daddy, don't split us up.

               Please don't...

                          

                          AUGUSTA

               It must be a madhouse up there...

               how could we ever find you?

                          

                          FRED

               Don't mind about that, just go

               while you got the chance!

                          

                          AUGUSTA

               I won't do it, Frederick!  They

               need their father with 'em!



The arguing between Fred and Augusta sets the whole brood

off -- talking, yelling, crying all at once.

                          

                          FRED

               All right, all of ya pipe down!

                          

                          AUGUSTA

                    (softly)

               I need their father with me.



After a beat, Fred turns to the two Irish Girls and the

Swedish mother and daughter who have been with them.

                          

                          FRED

               Go on up now.  It's okay.

                    (to Crewmen)

               There's some lassies coming.

                    (to them)

               They'll see after you.  Be brave.



The women go up through the gate.  The Crewmen lock off the

gate again without looking back at the Goodwins.

                          

                          FRED

                    (continuing)

               Bloody bastards.



INT.  CALIFORNIAN BRIDGE  -  NIGHT



Gibson has given up Morsing again.  He and Stone look at the

Titanic in the distance.

                                             

                                             (CONTINUED)

     CONTINUED:

                          

                          GIBSON

               Looks as though she's moving off.

                          

                          STONE

               Aye, maybe so.  But if she's

               sailing from us, we should be

               seein' her stern lights.

                          

                          GIBSON

               It's a queer situation, Mr.

               Stone.



No shit.  But neither makes a move to do anything about it.



EXT.  BOAT DECK, PORT, TITANIC  -  NIGHT



There is now a press of frantic people wanting to get on the

boats.



SUPERIMPOSE: 1:30 AM.



Lightoller and Steward Hart are loading the last his group

from steerage into Boat #14. The boat is filled to capacity.



A mob of men -- a mixed group from all classes -- rush the

boat.  Lowe swipes at them with the heavy wooden tiller

handle he'd been handing down into the boat.

                          

                          LOWE

               Move away!



The onslaught pushes some terrified people into the open

space between the gunwale and the lifeboat.



A woman in black almost falls.  Lightoller grabs her by the

ankle and drags her back onto deck.



Hart wades into the melee to help Lightoller and Lowe push

the men back.  He gets a bloody nose for his efforts.



Some other passengers form a protective circle around the

loading area as the last few women are brought aboard, but

they are barely able to keep the crowd at bay.



As Hart turns to go, Lowe grabs his arm.

                          

                          LOWE

               Hop in.

                          

                          HART

               I gotta go back for more people --

                          

                          LOWE

               -- No time.

                                             

                                             (CONTINUED)

     CONTINUED:

                          

                          HART

               Please, they're waitin' for me!

                          

                          LOWE

               Take an oar!  This boat's nothing

               but women and kids, for Christ's

               sake!



Under great duress, Hart gets into the boat.  Lowe moves

away from the boat and Lightoller stops him.

                          

                          LIGHTOLLER

               You, too. He can't row by

               himself.

                          

                          LOWE

               Not me, sir.

                          

                          LIGHTOLLER

               Get into the blasted boat!

               That's an order!



After a moment, Lowe angrily steps back into the boat.



EXT.  BOAT #14



A hysterical young Man pushes through the crowd and jumps in

the packed boat.

                          

                          HYSTERICAL MAN

               I want to go!



The shock from the Man's jump makes the falls slip a few

inches and sends a scare through the boat's occupants.



Lowe pulls out his revolver and points it at the Man's face.

                          

                          LOWE

               I give you just ten seconds to

               get back onto that ship before I

               blow your brains out!



The Man whimpers and falls to his knees.  The altercation

terrifies the women in the boat; many begin crying.



A Little Girl tugs at Lowe's sleeve.

                          

                          LITTLE GIRL

               Please, Mister, don't shoot!



Lowe shoves his revolver into his waistband and grabs the

Man under the arms.  The Man is sobbing and clinging to

Lowe's leg.  Lowe pries the Man loose and rolls him up to

Lightoller on the deck of the ship.

                                             

                                             (CONTINUED)

     CONTINUED:

                          

                          LOWE

               Take us down!

                    (to crowd)

               Don't anyone else move!



He leans out between the boat and the side of the ship and

fires his revolver twice.  The shooting sets off a fresh

round of screaming from the women and children in the Boat.



EXT.  FIRST CLASS PROMENADE



The crewmen have finally managed to get the Promenade

windows open.  Boat #4 dangles even with the window frame.

Because of the Titanic's list, boat hooks secured with wire

hawsers have pulled the lifeboat tight in next to the ship.



Suzanne, increasingly worried that she'll miss Alex, keeps

looking around for him.  She moves back so that she is the

last one in the line to board the boat.



Several women cling to their husbands, refusing to be parted

from them.



Astor and Madeleine are next in line.  The touching scenes

of the other passengers around them has her brimming with

fear and emotion.  Astor tries to appear nonchalant.

                          

                          ASTOR

               It's time.

                          

                          MADELEINE

               No...

                          

                          ASTOR

               Promise me you'll be careful not

               to get a chill.



He helps her climb aboard.

                          

                          MADELEINE

               Jack, please come with me!

                          

                          ASTOR

                    (to Lightoller)

               She's expecting a child, and is

               in delicate condition.

                          

                          LIGHTOLLER

               They'll watch out for her.



Just as she steps over the gunwale, Astor stops her and

holds her close.

                                             

                                             (CONTINUED)

     CONTINUED:

                          

                          ASTOR

                    (sotto)

               I realize now how appropriate it

               was, our honeymooning in Egypt.

               You accomplished what antiquity

               only dreamed of -- you brought

               some dusty old bones back to life.



Astor smiles reassuringly as she takes her place and tries

not to cry.  He looks at her, so small in the lifeboat,

trying to seem brave, and his placid faηade almost cracks.



He adjusts her shawl, and gives her his gloves.  There is so

much more to say, and no time in which to say it.

                          

                          ASTOR

                    (continuing; sotto)

               My darling wife...  I'll see you

               in the morning.



Conscious of people watching him, Astor steps quickly back

and clears his throat, trying to get rid of the lump in it.



RUTH



approaches Astor.

                          

                          RUTH

               Jack?



He turns to her, surprised.

                          

                          RUTH

                    (continuing; sotto)

               As a schoolgirl, I excelled in

               mathematics.  I recall there

               being twenty lifeboats.  They

               appear to hold sixty people;

               that's seats for twelve hundred.

               I also recall there being two

               thousand people aboard...

                    (grabs his arm)

               Don't be a fool! You could buy

               the Titanic with your pocket

               change!

                          

                          ASTOR

                    (smiles; sotto)

               You would do me a great kindness

               not to mention your calculations

               to Madeleine.

                                             

                                             (CONTINUED)

     CONTINUED:

                          

                          RUTH

                    (nods)

               I... haven't a clue how one begs

               forgiveness...

                          

                          ASTOR

               On the contrary, Madam.

                          

                          LIGHTOLLER

                    (to Ruth)

               Please step aboard.



INCLUDE BOAT #4



Suzanne, still hanging back, catches the look of admiration

that Ruth -- and the other ladies -- give Astor.  He helps

Ruth as she fights back her fear and steps into the boat.



Astor turns to Suzanne.  He offers his hand to help her into

the boat.  Suzanne pauses, still looking around for Alex.

                          

                          RUTH

               Suzanne...



Suzanne looks around at Astor and Lightoller.  Shaking her

head, she backs away from the lifeboat.

                          

                          SUZANNE

               I can't go without Alex.

                          

                          RUTH

               Don't do this!  Get in the boat!

                          

                          ALEX (OS)

               Suzanne!



ANGLE ON ALEX AND SUZANNE



Alex runs over.  Suzanne rushes to meet him and they fall

into each other's arms.

                          

                          ALEX

               Feels like we're in front of your

               school, and the Watchman's

               pullin' the gate closed.

                          

                          SUZANNE

               I won't leave without you.

                          

                          ALEX

               That's crazy!  It does none of us

               any good, your stayin' behind --

                                             

                                             (CONTINUED)

     CONTINUED:

                          

                          SUZANNE

               -- Don't you see?  The reason the

               future was blank is that without

               you, there is nothing for me!

                          

                          ALEX

               I'm askin', for my sake --

                          

                          LIGHTOLLER (OS)

               -- Ma'am, we have to move on.

                          

                          RUTH (OS)

               Suzanne!



Suzanne clings to Alex, unwilling to let go.  He gently

leads her to the boat, and tries to smile.

                          

                          ALEX

               This may be the only time you

               hear me say mind your Mum...



They stand at the edge of the lifeboat.  Ruth and Alex glance

at each other as she stands to help Suzanne to her seat.

                          

                          SUZANNE

               No... not yet...

                          

                          ALEX

               One of these days we're gonna

               have all the time in the world.



They embrace.  Then, resigned, she lets go.  As soon as she

steps into the boat, the Crewmen start cranking the davits.



EXT.  BOAT #4



Suzanne is jarred from her despair by the look of terror on

Ruth's face.  Suzanne puts her arm around her mother, then

looks up forlornly at Alex.



EXT.  FIRST CLASS PROMENADE



Alex stands back next to Astor and watches the boat go down.

In appearances they could not be more dissimilar, yet their

shared emotions transcend all class boundaries.  As they

watch the boat begin to row away, we

                                             

                                             FADE OUT

                       END OF ACT TEN

                              

                              

                              

                         ACT ELEVEN

                              

                              



FADE IN:



EXT.  TITANIC  -  NIGHT



The ship has settled so far down at the head that the

forecastle is even with the surface of the ocean.  The sound

of the orchestra mixes incongruously with that of panicked

voices.



SUPERIMPOSE: 1:40 AM.



INT.  THIRD CLASS COMMON ROOM & CORRIDORS



The lack of crew and directions have caused great confusion,

and a strange mixture of attitudes:



Crying out in fear and anger, knots of people run through

the corridors, looking for a way to the top decks.



A few gather with rosaries in their hands.  A Priest, Father

Thomas Byles, circles among them, offering comfort.



Others wait quietly for someone with instructions to come; a

few play cards on the steps.



Some try to ignore the seriousness of the situation.  One

man plays the piano and a few Swedish passengers dance

together.



EXT.  BOAT DECK, PORT



A few terrified people jump down from the deck into the

ocean, now only 20 feet below.



Nearby, Andrews throws furniture, doors, and anything that

floats to people thrashing around in the frigid water below.

                          

                          ANDREWS

               Climb up!  Keep yourselves as far

               out of the water as possible!



EXT.  ANGLE ABOVE TITANIC



The eighth rocket streaks across the sky.







EXT.  BOAT DECK, PORT  -  NEAR BRIDGE  -  CLOSE



The rocket crate is empty.



CAPTAIN SMITH



stands near the launcher, peering through binoculars.



HIS POV THROUGH BINOCULARS



The Californian has not moved, not has she responded to any

of the Titanic's distress signals.

                          

                          CAPTAIN SMITH (OS)

               Damn your eyes.



BACK TO SCENE



Bitterly disappointed, Captain Smith turns to Boxhall, who's

standing near the Morse lamp.

                          

                          CAPTAIN SMITH

               Don't bother Morsing any more.

               Go help with the boats.



Boxhall watches as Captain Smith walks dejectedly away.



EXT.  BOAT DECK, STARBOARD / COLLAPSIBLE C



It's a mob scene.  As Alex and Murdoch hurry to load

Engelhardt Collapsible "C", (a 40-person boat with wooden

bottoms and canvas sides) a crowd of men rush them.  A few

manage to get aboard the Collapsible.



Murdoch fires his pistol skyward, startling the crowd into a

momentary silence.

                          

                          MURDOCH

               Stand back!



Alex and Murdoch grab the violators and pull them out of the

boats by their legs.  The men scamper away toward the stern

and disappear.



Ismay, sweating even in the freezing air, stands cowering

nearby, avoiding the violent confrontation.

                          

                          MURDOCH

                    (continuing)

               Ladies?  Any more ladies?

                          

                          ALEX

                    (points)

               Over there...







ANGLE ON GATE



The Italian steerage family (whose six-year-old had played

with the Goodwin boys) stand at the threshold of a gate from

below, through which only women and children may pass.

                          

                          MURDOCH (OS)

               Hurry!



The man kneels next to his son, saying a rushed, tearful

good-bye.  The little boy won't be parted from his father.

The man looks up at his wife, who is also crying.  He pleads

with his eyes for her to take the boy.

                          

                          ITALIAN MAN

               Passare!  (Go!)



She kisses her husband and pulls the child away with her.

                          

                          ITALIAN BOY

               No!  Papa!  No!



The Man clutches the gate, sobbing openly, watching them go.

Unnerved, the Crewman manning the gate turns away.



INCLUDE COLLAPSIBLE C



The boy cries bitterly, holding his arms out to his father.

His mother is faint with emotion, blinded by tears; Alex and

Murdoch must help her find her seat in the Collapsible.



Alex can barely stand it.  He looks over at Murdoch -- can't

the father go, too? -- but Murdoch just shakes his head.



The Italian woman tries to comfort the boy.



It becomes mournfully quiet as the two Crewmen on the davits

begin to lower the Collapsible.



Murdoch takes one of the two lanterns with him as he and

Alex move away.



CLOSER



Then we notice Ismay, alone on the dimly-lit Deck.  He looks

furtively around, deciding, tormented...



He quietly steps down into the slowly-lowering Collapsible.



The Third Class occupants of the lifeboat glare at him.  But

neither they, nor the lowly Crewmen on the davits, dare

challenge the well-dressed Chairman of the Shipping Line as

he gets aboard the boat.

                                             

                                             (CONTINUED)

     CONTINUED:



Finding a place to sit, Ismay pulls up the collar of his

topcoat, hunches over, and turns his back to the others in

the boat.



INT.  FIRST CLASS SMOKING ROOM



The quiet here is a bizarre contrast to the frantic events

everywhere else on the ship.



A man reads a book.  Another writes a letter, while another

checks the time on his pocket watch, over and over again.



Several card games are still in progress.  The players smoke

cigars, sip brandy, and concentrate intensely on the game.



The Bartender calmly puts champagne bottles out on the bar.

                          

                          BARTENDER

               Gentlemen, all drinks are on the

               house.



One of the Gamblers, an American man in evening clothes,

looks into his highball glass:

                          

                          AMERICAN GAMBLER

               I'd asked for ice, but this is

               ridiculous.



The other card players don't look up from their game.



EXT.  BOAT DECK, PORT



The Strauses stand together, watching from a safe distance

as some people run around aimlessly, panicked, and others

press together in anxious crowds surrounding the few

remaining lifeboats.



Hurrying by, Lightoller stops when he sees Mrs. Straus.

                          

                          LIGHTOLLER

               Come with me -- there are two

               Collapsibles left, on top of the

               wheelhouse...

                          

                          MR. STRAUS

               Yes, why don't you go with him?

                          

                          MRS. STRAUS

               I am fine where I am.



Mr. Straus looks at Lightoller and nods: it's okay.  After a

moment, Lightoller goes on about his business.

                                             

                                             (CONTINUED)

     CONTINUED:



They move over toward the deck chairs.  Nearby, Guggenheim

is peering out over the railing at the retreating lifeboats.



He looks up, surprised and concerned to see Mrs. Straus.

Before he can ask, she holds up her hand.

                          

                          MRS. STRAUS

               I appreciate your concern, Ben.

                          

                          GUGGENHEIM

               May I have a moment?

                          

                          MR. STRAUS

               We're not exactly going anywhere.

                          

                          GUGGENHEIM

               I'd like your opinion of a

               strategy:  I have a group of

               speculators on my tail --

                          

                          MR. STRAUS

               -- I suspected as much.  Are you

               issuing more stock?

                          

                          GUGGENHEIM

               I'm too overextended.

                          

                          MR. STRAUS

               That part is news to me.

                          

                          GUGGENHEIM

               But my credit is still good.  I

               have enough assets left to mortgage

               to become an attractive partner.

                          

                          MR. STRAUS

                    (nods, smiles)

               I see.  Combine forces, buy a

               controlling share in the

               speculators' concerns preemptively.

                          

                          GUGGENHEIM

               Think it will work?

                          

                          MR. STRAUS

               Maybe.  Probably.  But trying

               something so audacious is a thing

               of beauty.



Guggenheim is pleased.

                          

                          GUGGENHEIM

               The bar in the smoking room is

               still serving...

                                             

                                             (CONTINUED)

     CONTINUED:  (2)

                          

                          MR. STRAUS

               Maybe we'll catch up.



Guggenheim kisses Mrs. Straus's hand and leaves.



CLOSER



Mr. Straus sits back down next to his wife.  Then, with a

guilty look, he reaches into his jacket pocket and takes out

the cigar he got from Woolner.



From force of habit she gives him a scolding look, but it's

a little late to be worrying about his health.  She watches

as he carefully clips the tip of the cigar, lights it and

slowly draws in a delicious cloud of smoke.



Finally, Mrs. Straus cannot help herself.  She lifts the

cigar from his fingers and takes a tentative puff, imitating

his connoisseur's movements.  She blows out the smoke.

Unimpressed, she hands it back to him.

                          

                          MRS. STRAUS

               Sneaking around all those years,

               and for that?

                          

                          MR. STRAUS

               It could've been women, like

               Guggenheim.

                          

                          MRS. STRAUS

               Women aren't as bad for you.



EXT.  COLLAPSIBLE C



Ismay can't face the sinking ship.  He glances at the people

around him, then notices the Italian Woman's bitter, accusing

eyes on him.  Mortified, he turns away, hiding his face with

his jacket.  He clutches his knees and starts rocking back

and forth, breathing rapidly and muttering to himself.



INT.  BOILER ROOMS



Bell pauses from his work to wipe his face.  He looks around

and sees all of his men still at their stations.

                          

                          CHIEF BELL

               Bonny lads.



He goes back to working the boiler controls.







EXT.  BOAT DECK, PORT / COLLAPSIBLE D



Alex sits perched on top of the davit above Collapsible D.



The deck below him is mobbed.  Some men make a protective

circle around the Collapsible, allowing only women and

children through.



As the mob moves forward, Lightoller pulls out his pistol

and waves it at them.

                          

                          LIGHTOLLER

               Everybody!  Back away!



Suddenly, the mysterious Mr. Navratil appears, carrying his

two boys.  He hugs them and then thrusts them to a surprised

Lightoller.  Before Lightoller can say anything, Navratil

runs away.



The crowd moves back sufficiently to allow Andrews to push

through with Stewardess Sloan.

                          

                          ANDREWS

               Step down, Mary; carefully, now.

                          

                          SLOAN

               What about you?  Think of your

               family...



He doesn't respond.  Then, as Sloan takes her seat, he grabs

her hand.

                          

                          ANDREWS

               Mary, if you could tell them...

                    (beat)

               Just ask them please to forgive

               me...

                          

                          SLOAN

                    (weeping)

               Oh, Mr. Andrews....



Near tears himself, he steps out of the Collapsible and

looks up at Lightoller.

                          

                          ANDREWS

               There should be an officer... you

               should get aboard.

                          

                          LIGHTOLLER

               Not damn likely.

                    (turns to a Crewman)

               You -- with me!



Lightoller and the Crewman hurry away.

                                             

                                             (CONTINUED)

     CONTINUED:



Alex and a Crewman crank the davits.  The Collapsible begins

its descent.



Alex notices that Andrews turns and walks away rather than

watch the Collapsible descend, for he's begun to weep.



EXT.  FIRST CLASS PROMENADE



One deck directly below, several of the windows have been

broken out by people throwing deck chairs into the water.

Woolner and Steffanson hurry along toward the stern.  Their

pants legs and shoes are wet.

                          

                          STEFFANSON

               Bit of a tight spot, old man.



They see the Collapsible descend past them from above and

peer down into it.

                          

                          WOOLNER

               Look, there's room in the bow!

               Let's make a jump for it!



He grabs Steffanson's arm and they leap, tumbling 10 feet

into the fully-loaded Collapsible.  When they land inside

it, the falls jerk violently.



ALEX



is knocked loose from his precarious hold on the davit.

Grabbing unsuccessfully for the falls, Alex topples down

into the Collapsible.



EXT.  COLLAPSIBLE D



Alex hits his head on the tiller.  Stewardess Sloan moves

over to him and cradles his head in her lap.



Woolner and Steffanson, unhurt by their leap, climb over the

other passengers to get next to Alex.  Steffanson proffers a

handkerchief.

                          

                          STEFFANSON

               Terribly sorry, old chap.



As Sloan presses the handkerchief to the bloody bump on the

side of his head, Alex groans and tries to sit up.

                          

                          ALEX

               I'm okay...

                          

                          SLOAN

               Nonsense.  Lie still.







ALEX'S POV



Bleary-eyed, Alex looks up at the enormous side of the

Titanic as they row away.



EXT.  WHEELHOUSE ROOF



The two remaining Collapsibles are stored in an absurdly

inaccessible place -- atop the wheelhouse roof, ten feet

above the boat deck.



Murdoch, Lightoller, Purser McElroy, several passengers and

Crewmen have set up oars as makeshift ramps.  They are

frantically trying to slide Collapsible B down onto the deck

below.



Elsewhere, frightened voices fill the air in a horrible

cacophony of panic and desperation.

                          

                          LIGHTOLLER

               Watch it... keep 'er even...

               tight on those lines there...

               careful!!



To their horror, the Collapsible breaks loose, slides off

the roof and crashes upside down onto the Boat Deck.



EXT.  CALIFORNIAN  -  NIGHT



INT.  CALIFORNIAN CHART ROOM



Lord lies dozing on the settee.  The whistle from the tube

awakens him.  He reaches over and grabs it.

                          

                          CAPTAIN LORD

                    (into speaking tube)

               What is it now?

                          

                          GIBSON (VO)

                    (thru speaking tube)

               That ship, she fired eight

               rockets in all.  Never answered

               our Morse.

                          

                          CAPTAIN LORD

                    (into speaking tube)

               And you say there were no colors

               in the rockets?

                          

                          GIBSON (VO)

                    (thru speaking tube)

               No, sir.  All white.  Now Mr.

               Stone thinks she's steaming away

               toward the Southwest.

                                             

                                             (CONTINUED)

     CONTINUED:

                          

                          CAPTAIN LORD

                    (into speaking tube)

               Very well.



Lord hangs up the tube and lies back down.



EXT.  TITANIC  -  NIGHT



The forecastle is now submerged; the surface of the ocean

approaches the level of the Bridge.



INT.  THIRD CLASS CORRIDORS



The Goodwins run faster as the OS sound of voices gets their

attention.  They turn a corner and Fred grins:

                          

                          FRED

               Fresh air!  Gussie, when this is

               over, it's pints all around!



ANGLE AT TOP OF STAIRWAY



A group of angry steerage passengers stand at the top of a

short stairway, where a locked metal gate keeps them from

the open deck.



The Goodwins come up behind the crowd.



Alex's Bunkmates are at the front of the crowd.  They rattle

the metal gate.

                                        

BUNKMATE #1                             BUNKMATE #2

  Hey, let us up!               Open the bloody gate!



The Crewmen guarding the gate stand their ground.

                          

                          GATE CREWMAN

               First Class only!  Go back down!



The passengers are so infuriated that they swarm into the

gate, kicking it, and ramming it with their shoulders.  It

finally gives way and the group rushes on deck.



EXT.  BOAT DECK, STARBOARD



As the angry group bursts out onto deck they thin out,

scattering here and there.



Following the others, the Goodwins run onto the deck,

thrilled in the moment of their salvation.

                                             

                                             (CONTINUED)

     CONTINUED:



They slow when they find this part of the deck dark and

deserted.  Then Fred stops.  He stares, amazed...



HIS POV



Every davit is empty.  The fixed-hull lifeboats have all

been launched.



FRED



is stunned and horrified.

                          

                          FRED

               On the other side...  Must be on

               the other side...



He gathers up Harold and Sidney in his arms.  The family

hurries across the dark deck.



EXT.  BOAT DECK, PORT



The Goodwins run into the small lighted area under the few

remaining lanterns on this side of the ship.



The same sight greets them: empty davits.



Fred looks at Augusta.  The sickening realization that their

fate is sealed washes over them.



Charles steps forward, not understanding.

                          

                          CHARLES

               Daddy, where's our boat?

                          

                          FRED

               We'll have to ask the man that

               very thing, now won't we?



Fred leads his family to a group of deck chairs.  He and

Augusta try to show no emotion.  The children sit.  The

younger ones are punchy from fatigue, the older ones try to

be good soldiers.



Lily understands their situation.  She looks at her parents,

hoping for an expression of encouragement, but is horrified

when none comes.



Augusta pushes the other kids' chairs closer together in

order to occupy their attention.

                                             

                                             (CONTINUED)

     CONTINUED:

                          

                          AUGUSTA

               It's frightfully cold, so we're

               all going to button up our

               jerseys and put on our caps...



The kids, fumbling with their clothes, follow her example.

Lily tries not to let the others see her crying.



CLOSER



Fred turns to Augusta, anguished.

                          

                          FRED

                    (sotto)

               What have I done?



She gently puts her fingers over his mouth.

                          

                          AUGUSTA

               Come, we'll sit with the children

               for a while.



Augusta takes his hand and they sit.  The boys are peering

with amazement at the clear night sky.

                          

                          HAROLD

                    (grinning)

               Momma, look -- have you ever seen

               so many stars?



Augusta shakes her head and smiles at him.  Somewhere far

away the band is playing a sweet folk melody.



We slowly PULL BACK away from the family, sitting alone on

the huge, empty, dark deck, and then we

                                             

                                             FADE OUT

                      END OF ACT ELEVEN

                              

                              

                              

                         ACT TWELVE

                              

                              



FADE IN:



EXT.  TITANIC  -  NIGHT



Listing pitifully, with her entire bow below the waterline,

she looks like a collapsing birthday cake.  Her lights now

glow an eerie red as the power begins to fail.  An

occasional scream stands out above the ongoing din of

frightened voices... and the music of the band.



SUPERIMPOSE: 2:10 AM.



INT.  FIRST CLASS DINING ROOM



It appears deserted.  The lights are dim, cheerless.

Etches, wearing a life preserver, passes by.



He sees Andrews, all alone, arms folded, staring at the

magnificent, empty room.  A scant few hours ago the cream of

society was dining here, without a care in the world.

                          

                          ETCHES

               Will you not try to save

               yourself, Mr. Andrews?



For a long moment, Andrews doesn't acknowledge his presence.

Then he turns to look at him.

                          

                          ANDREWS

               There was a line, much quoted.

               It was even in the newspapers:

               'God Himself cannot sink this

               ship.'

                    (beat)

               She has an appropriate name after

               all.  The Titans dared challenge

               the gods, and for their arrogance

               they were cast down into hell.



Andrews turns away.  Etches quietly leaves him alone.



EXT.  CARPATHIA  -  NIGHT



The ship maintains its breakneck speed.







INT.  CARPATHIA BRIDGE



The Bridge is in near-darkness.  The only light comes from

the small lamp over the chart table where Captain Rostron

calculates their position.  Dean stands facing front,

scanning the ocean.



Captain Rostron looks up as bearded, tired-looking DR. FRANK

McGHEE (50's) approaches.

                          

                          CAPTAIN ROSTRON

               Doctor, have some of the mates

               bring a dozen heavy deck chairs

               below.  Equip them with heavy

               bindings.  We may have a few

               hysterics with which to contend.

                    (sotto)

               And see to getting some ice and

               canvas bags, put them down in the

               cargo bay... for the dead.

                          

                          DEAN

               Iceberg ahead!



Captain Rostron turns, sees the berg in their path.

                          

                          CAPTAIN ROSTRON

               Port around, QM.  Ten degrees.

               Maintain your speed.



The men on the Bridge cast an uneasy look at one another.

No one relishes the thought of rushing headlong into a

region of icebergs at above maximum speed.



A scared Lookout runs onto the Bridge.

                          

                          LOOKOUT

               Captain!  Bergs and growlers

               everywhere!  Pack ice, too!

                          

                          CAPTAIN ROSTRON

               Thank you, Mr. Lang.



Captain Rostron notices the men on the Bridge have turned

their attention to him.

                          

                          CAPTAIN ROSTRON

                    (continuing)

               Eyes ahead, lads: we do neither

               the Titanic nor ourselves any good

               if we succumb to her same fate.



Prudence would dictate slowing, or better, stopping.  But

Captain Rostron does not have the luxury of prudence.







EXT.  BOAT DECK, PORT, TITANIC  -  NIGHT



The frightened, increasingly angry shouts of the crowds grow

quieter as people move aft, toward higher ground on the

tilting ship.  Mr. and Mrs. Straus sit together on a bench.

He looks at her.

                          

                          MR. STRAUS

               Lantern light flatters you, Ida.



She frowns and fusses with her jacket.

                          

                          MRS. STRAUS

               I'm a sight.

                          

                          MR. STRAUS

               You're a vision.

                          

                          MRS. STRAUS

               You're a smooth one with the

               ladies.

                          

                          MR. STRAUS

               One lady, at least.  Why me, so

               lucky?

                          

                          MRS. STRAUS

               Forty-seven years.  Such luck

               would've killed most men.

                          

                          MR. STRAUS

               What a way to go.



He smiles at her and contentedly puffs his cigar as she puts

her arm around his waist and leans against his shoulder.



INT.  AFT CARGO BAY



Astor hurries into the cargo area.  We can hear the OS

pounding of rushing water, coming from behind the watertight

compartment.  The caged and crated animals are terrified.



Astor locates Kitty's cage.  She starts whining when she

sees him.

                          

                          ASTOR

               All right, Kitty, come on out.



Astor opens the door and the frightened dog slinks out.  He

scratches her head and attaches her leash to her collar.



He leads her to the doorway to the open deck just above.

She runs in circles, anxious to get up to the deck.  Astor

undoes her leash.

                                             

                                             (CONTINUED)

     CONTINUED:

                          

                          ASTOR

                    (continuing)

               Good luck, old girl.



He lets her go and she bolts away, following the scent of

the open air.



Now in no particular hurry, Astor turns to leave.  But then he

notices it is his and Madeleine's huge collection of matched

luggage stacked neatly around Kitty's carrier.  He pulls some

of the bags off the shelves, until he finds a small valise.



He sits on a steamer trunk and opens the valise.



CLOSER



Inside the valise are photographs of him and Madeleine;

postcards; and souvenirs acquired during their honeymoon.

He thumbs through the pictures, but what he discovers

beneath them stops him cold:



Several items of baby clothing they'd been buying.



Lost in his thoughts, Astor looks at the colorful, tiny

outfits -- clothes to have been worn by a child he realizes

he'll never see.



He cannot bear to look at them any longer, so he carefully

folds the outfits and returns them to the valise.  He closes

the valise and sits quietly, all alone, surrounded like a

Pharaoh in his tomb by piles of his earthly belongings.



INT.  WIRELESS ROOM



Captain Smith enters. Phillips doesn't look up from his key.

                          

                          CAPTAIN SMITH

               Men, you've done your duty, you

               can do no more.  Now it's every

               man for himself... that's the way

               of it in times such as this.



Phillips continues to tap.

                          

                          CAPTAIN SMITH

                    (continuing)

               I release you.  Abandon your

               cabin, save yourselves!

                          

                          PHILLIPS

                    (still tapping)

               Right away, sir.

                                             

                                             (CONTINUED)

     CONTINUED:



Captain Smith looks at Bride, who nods -- he'll get them out

of there.  Smith pauses for a moment to look around at the

tiny room and at the brave young men before he leaves.

                          

                          BRIDE

               He's right.  Power's almost gone.

               You're talkin' to yourself.



Phillips keeps tapping.



Bride goes to the bunk and quickly gathers his money and

papers.  As an afterthought, he brings along a couple of

Phillips' travel books.

                          

                          BRIDE

                    (continuing)

               Guess we'll be seein' a big part

               of the world tonight.  They say

               it's three-quarters water, right?



He turns back to Phillips and is surprised to see a Stoker

in grimy overalls trying to slide Phillips' life preserver

off the table.

                          

                          BRIDE

                    (continuing)

               Hey!



Bride lunges at him.  But the much-larger Stoker shoves

Bride back.  Bride slams into the wall.



Phillips snaps out of his trance.  The Stoker wraps one hand

around Phillips' throat and grabs for the life preserver

with the other.



Enraged, Bride gets up off the floor.  He looks around,

spotting a thick steel crossbar leaning against an equipment

table.  He grabs it in both hands and swings...



He smashes the Stoker across the ear with it, and the Stoker

crumples to the floor.



CLOSER



Bride kneels to pull the life preserver out from under him.

Stunned, Phillips looks at his friend.

                          

                          PHILLIPS

               Blimey...  He's dead!

                                             

                                             (CONTINUED)

     CONTINUED:

                          

                          BRIDE

               He didn't deserve to die like a

               sailor.  C'mon.



As they head out, water starts creeping across the floor.



EXT.  BOAT DECK  -  ANGLE ON FORECASTLE



The entire forecastle is submerged.  The water approaches

the Bridge.



EXT.  COLLAPSIBLE D  -  INCLUDE TITANIC



Dazed, Alex stares at the Titanic as they continue to row

away.  It's like a strange, gripping hallucination: the

dying ship, her lights redder, dimmer... the sounds of

people shouting aboard her, the splashes of those jumping

overboard in hopes of swimming to the boats, the creaking of

the oars, the stunned silence of those in the boats, his own

labored breathing... and the band, playing on.



EXT.  BOAT #4  -  INCLUDE TITANIC



Several hundred yards away from Collapsible D, Suzanne, Ruth

and Madeleine sit quietly in #4.  The faint music carrying

from the ship gives them something upon which to focus their

minds.



The Swedish steerage passenger and her daughter (who

traveled the corridors with the Goodwins) are sitting near

Madeleine.  The woman holds her daughter, who is shivering

under her thin coat.



In a numb daze, Madeleine glances over at them.  She takes

off the lace shawl Astor bought her and wraps it around the

child's shoulders.



EXT.  BOAT #14  -  INCLUDE TITANIC



They're only a 100 yards away from the Titanic.  Their backs

to the ship, Lowe and Hart are rowing hard.  In between

pulls, Hart looks over his shoulder.  Squinting at the ship,

he sees something that makes him gasp and stop rowing.

                          

                          LOWE

               Hart -- keep at it!



Hart doesn't hear him.  He climbs to the stern of the boat

and upturns the locker of supplies and equipment.  He finds

what he's looking for -- a pair of binoculars.







HART'S POV  -  THROUGH BINOCULARS



He sees the Goodwin family wandering by themselves on the

Boat Deck.

                          

                          HART (OS)

               The Goodwins!!  Oh, no, God;

               they're still aboard!!



BACK TO SCENE



Hart turns to Lowe.

                          

                          HART

               We gotta go back!

                          

                          LOWE

               It's too late!  When the ship

               goes, she'll take everything down

               around her!

                          

                          HART

                    (frantic)

               Please, sir, please...

                          

                          LOWE

               We haven't the room even if we

               could go back!  Get back to your

               oar!



Hart doesn't move.  He's begun to cry.  Furious, Lowe grabs

Hart and drags him back to his seat.

                          

                          LOWE

                    (continuing)

               Row, before we're sucked down

               along with her!



Sobbing bitterly, Hart begins to row -- away from the ship.



INT.  FIRST CLASS SMOKING ROOM



Guggenheim, drink in hand, watches one of the card games

still in progress.  The American Gambler looks at him.

                          

                          AMERICAN GAMBLER

               You're welcome to join us.

                          

                          GUGGENHEIM

               And get stuck with a bunch of

               IOU's I can't collect on?



This gives the gentlemen at the table a chuckle.







GUGGENHEIM



lights a cigar, takes a seat below the painting over the

mantle and kicks off his shoes.  He looks up at the scene of

the early days of sailing, and sips his brandy...



EXT.  BOAT DECK, STARBOARD



We spot the Goodwins as they join with the helpless mob

rushing to higher ground, despite the futility of it.



Many Third Class Passengers appear as they just now pour up

on deck from below.  It has finally become a free-for-all.



EXT.  WHEELHOUSE ROOF



The water up here is now knee-deep.  Murdoch, Lightoller and

Boxhall are joined by several other men.  They are trying to

float Collapsible "A" off the dark roof.



One canvas side of the Collapsible will not lock up into

position, so it's taking on a lot of water.



A CROWD



of men, far in excess of the Collapsible's capacity, move

forward with the clear intention of commandeering it.



MURDOCH



takes his pistol out and pushes in front of them.

                          

                          MURDOCH

               I'll shoot the next man who

               moves!



THE MEN



stand back momentarily, then the two leaders start moving

forward again.

                          

                          MURDOCH

               Damn you!



They keep coming, and lunge at him.



Murdoch fires twice -- once for each of the attackers.



They stagger back into the crowd, mortally wounded.  The

others quickly disperse.







NEW ANGLE



Those on the Collapsible float it loose from its moorings.



Murdoch stands back.  His duty is done.

                          

                          MURDOCH

               Gentlemen, every man for himself.

               Good-bye.



BOXHALL



turns, horrified, realizing.

                          

                          BOXHALL

               Mr. Murdoch!!



MURDOCH



salutes, puts the pistol to his temple and fires.



EXT.  BOAT DECK, PORT



The Orchestra finishes a lively ragtime number.

                          

                          HARTLEY

               Go on. I'd say that does us

               proud.



None of them move.  After a moment, Hartley starts playing a

tune on his violin.  The band members look at one another --

good choice.  Then, struggling to hold their footing on the

slanting deck, they join in, playing a lovely, slightly

melancholy English dance hall song, "Songe d'Automne."



EXT.  OCEAN  -  LIFEBOATS



The beautiful, haunting melody carries across the still

water to the lifeboats.



EXT.  BOAT DECK, STARBOARD



A dazed Captain Smith holds his brass megaphone at his side

and wanders aimlessly through a scene of utter confusion.



SUPERIMPOSE: 2:15 AM.



He walks downhill, against the tide of people rushing by.



The crowd climbs over one another on their way up the ever-

more inclined deck toward the stern, which now sits high in

the water.

                                             

                                             (CONTINUED)

     CONTINUED:



Some people jump for the davit falls so they can shimmy down

to the water.  Others throw anything floatable into the

water and then leap in after it.



Joughin the baker polishes off another bottle of liquor.  He

stumbles off the deck and falls into the water.

                          

                          CAPTAIN SMITH

               Be British, men.  Be British...



INT.  THIRD CLASS CORRIDORS



Here below, it is deserted.  Suddenly, water pours into the

corridor from the bow.



INT.  THIRD CLASS COMMON ROOM



OS we hear the sea pouring in.  Father Byles and group of

emigrants fall to their knees.

                          

                          PASSENGERS

               Hail Mary, full of grace, the

               Lord is with thee...



Others dash hysterically, hopelessly to the companionways

and ladders.  The roar of the water becomes deafening.



EXT.  BOAT DECK, STERN



Lightoller turns to see the mob clawing their way up the

inclined deck toward the stern.  He looks around, realizing:

                          

                          LIGHTOLLER

               Where've all the women come from?



Also in the crowd are Bride and Phillips.  They almost go in

opposite directions, then Bride grabs Phillips' arm, points

to a boat sitting in the ocean nearby, and leads Phillips in

jumping into the water.



As people scramble, slipping and sliding up the slanted

deck, they shout, curse and cry in a dozen languages.  Their

terror is raw, palpable, gut-wrenching.  Each crash from

below, or creak from the ship's strained structure or new

rush of water increases the hysteria.



Within the crowd, some small children separated from their

parents cry out for them.  Etches tries to cross to one of

the children, but the crowd knocks him down and tramples him

underfoot.







CLOSE  -  CAPTAIN SMITH



calmly puts his megaphone down.



EXT.  BRIDGE  -  WIDER



He's on the Bridge, in the very spot we first saw him.  Gone

is the proud, confident bearing.  He stands facing the

windows, shoulders slumped, hands behind his back, waiting.



EXT.  TITANIC



The Titanic groans and pops as its bow is pulled further and

further under the surface.  Then there is a deafening roar

as everything loose inside the ship crashes and breaks.



INT.  SHIP'S STORES  -  CLOSE



Shelf after shelf full of supplies topples over.



EXT.  BOAT #14  -  INCLUDE TITANIC



The lights snap off and come on again with a searing flash,

then go out forever.  We can no longer hear the band.



The ship is a dark outline in the starry sky.  She continues

her slow descent, now with the sound of the wrenching and

tearings of boilers and engines from their beds.



The forward smokestack crashes to the sea.  A cloud of soot

and millions of tiny sparks scatter into the sky.



EXT.  TITANIC



Two dull, heavy explosions follow.  As the second funnel

submerges, the forward motion of the ship ceases.  With a

wrenching moan, the stern begins slowly rising into the air.



INT.  BOILER ROOMS



Water swirls in, and the huge, loose boilers slam against

the forward bulkhead.



EXT.  BOAT DECK, STERN



OS, we hear the water rising and the anguished, terrified

screams of those left aboard.



SUPERIMPOSE: 2:19 AM.



Fred and Augusta Goodwin and their six children are backed

against the aft railing, the only dry place left on the

ship.  They cling desperately to one another.

                                             

                                             (CONTINUED)

     CONTINUED:



Charles silently, numbly holds William's hand.  Harold and

Sidney clutch their parents, not comprehending.  Jessie

shakes with terror; Lily looks to her parents, then at the

frightened mob around them, then at the people jumping over

the railing into the ocean far below.



Panic-stricken, Lily turns... she wants to jump, but she's

afraid to...



Fred and Augusta look at one another, each struggling to

find their own peace.  Then, Fred looks for Lily.  She's

being pushed away from the rest of the family by the violent

crowd.



Fred reaches for her, but he cannot let go of the other

kids.  She's jostled farther and farther away from him.  He

cries out, anguished:

                          

                          FRED

                    (to Jessie)

               Lily!  Lily!  My baby girl..!

                          

                          LILY

               Daddy... I love you...



Harold and Sidney are crying now, so Augusta presses them

close in to her, covering their eyes with her hands.

                          

                          AUGUSTA

               Hush, baby, hush, Momma's here.



CLOSE



A lantern left forgotten on the deck is knocked over and

extinguished by the sudden rush of water.



EXT.  COLLAPSIBLE C  - INCLUDE TITANIC



Ashen-faced, Ismay turns his back on the scene.  He closes

his eyes, unable to watch his ship die.



The bow plunges and the stern is lifted hundreds of feet out

of the water.  Then, with the bow well under water, the

remaining hull slips downward with a heavy gurgling.



As they approach the water, the other smokestacks break off,

sending clouds of soot and steam into the air.  They crash

in different directions.







EXT.  COLLAPSIBLE D  -  INCLUDE TITANIC



Alex watches with horror and disbelief.  Everything he's

ever believed about the perfection of man's creations is

dying before his eyes.



With a thunderous, high-pitched wrenching of metal, the

Titanic shears along the third and fourth funnels and breaks

in two.



The bow piece tips straight up and plunges quickly below the

surface.  The stern momentarily settles back.



Within seconds the stern section begins to sink, the broken

end going under and the aft end rising higher and higher

until it is almost perpendicular to the water, picking up

speed as it plunges.



INT.  STATEROOM



The room is tipped on end.  Furniture has slid against the

wall.  Then, the wall explodes as water rushes in.



EXT.  COLLAPSIBLE C  -  INCLUDE TITANIC



From where we are, the people atop the aft end look like

bees as they cling to anything they can.  Others fall

hundreds of feet into the water.



The Italian Boy from Third Class pulls away from his mother

and cries out toward the ship:

                          

                          ITALIAN BOY

               Papa!  Papa!



EXT.  BOAT #4  -  INCLUDE TITANIC



Tears run down Suzanne's face.  She has never felt such a

crushing sadness, or such anger, or helplessness.



Ruth's face is a death mask as she stares, numb and

transfixed, at the great ship in its final death throes.



Madeleine sits ramrod straight on her bench, fearful she

would never be able to control the flood of emotions if she

let them loose.



The other women hold onto each other, unable to bear to

watch, but unable to turn away.



Moving faster and faster, the last of the mighty ship slides

beneath the surface.



Time stops -- there is a long, stunned silence.

                                             

                                             (CONTINUED)

     CONTINUED:



Agonized, Suzanne turns to Ruth.  Ruth looks at her, numb

and disbelieving.

                          

                          SUZANNE

                    (sotto)

               She's gone.

                                             

                                             SLOWLY FADE OUT

                      END OF ACT TWELVE

                              

                              

                              

                        ACT THIRTEEN

                              

                              



FADE IN:



EXT.  COLLAPSIBLE D  -  NIGHT



For a moment, no one breathes.  We move across the stunned

faces of the fortunate few in the lifeboats.  They cannot

process the unthinkable event they have just witnessed.



SUPERIMPOSE: 2:25 AM.



Then, a British Woman turns to her Maid:

                          

                          BRITISH WOMAN

               There's your beautiful nightdress

               gone.



Stewardess Sloan whispers to herself:

                          

                          SLOAN

               Holy Mary, Mother of God, pray

               for us sinners...



Holding Sloan's handkerchief to his bloody head, Alex

painfully sits up and stares with stunned disbelief.

                          

                          ALEX

               It can't be...



EXT.  DARK OCEAN



The ocean, smooth as glass, has simply closed up over the

Titanic.  A thin, smoky vapor hovers over the scene.



On the surface, knots of debris bob up from below: crates,

deck chairs, planking, etc.



Then, a sound rises up in the darkness that slams us back to

reality: a spine-chilling chorus of cries, screams and

shouts of fifteen hundred terrified, agonized people

flailing in the below-freezing water.



In sheer intensity, it is like a ballpark full of people

roaring at a home run.







EXT.  BOAT #14



People in the boats feel they will be driven insane by the

soul-searing horror of it.  They cover their ears and cry

out themselves, trying to shut it out.



Lowe and Hart are rowing.  Lowe pulls harder on his oars,

and to distract himself he starts singing:

                          

                          LOWE

               'Throw out the life-line, throw

               out the life-line, someone is

               drifting away...'



EXT.  BOAT #4



Ruth gathers her coat around her face, discreetly covering

her ears.



Suzanne tries to keep a precarious control of herself.  She

looks at Madeleine, seeing near madness in her eyes.

                          

                          SUZANNE

               It will help to stay warm by

               rowing.



After a moment, Madeleine helps her pick up the heavy oar

and slip it in the oarlock.



Suzanne turns to the two Crewmen in charge of the boat.

                          

                          SUZANNE

                    (continuing)

               We still have room...

                          

                          CREWMAN

               There's too many!  Drownin'

               people would capsize us right

               off.

                          

                          SUZANNE

                    (angry)

               You'll do nothing?



Apparently so.  He and the other Crewman keep rowing the

other way.  Suzanne looks at the others in the boat, wanting

someone to second her motion.

                          

                          SUZANNE

                    (continuing)

               Mother?



Ruth says nothing, nor will she meet her daughter's glance.

                          

                          SUZANNE

                    (continuing)

               Madeleine?

                                             (CONTINUED)

     CONTINUED:

                          

                          MADELEINE

                    (she's lost it)

               Jack said he would see me in the

               morning...



Frustrated, Suzanne angrily pushes her oar away.



EXT.  COLLAPSIBLE B



Treading water, Lightoller clings to the overturned Collapsible.

The hull is crowded with men, mostly stokers, standing, sitting

or kneeling on it, afraid to move for fear of losing their grip.

Some shiver in sleeveless shirts and shorts.



Lightoller, Bride and several others manage to climb aboard.

                          

                          BRIDE

               Jack Phillips!  Anyone seen

               Phillips?



No answer.  Finally, fearing the boat will be swamped, those

already aboard use a loose board to paddle away from the

remaining swimmers.



A Fireman tries to climb on, but a man hits him over the

head with a board to keep him away.

                          

                          MAN WITH BOARD

               Stay back, no more room!



He starts shoving at everyone who tries to get aboard.  This

starts an angry melee.  Bride hangs on with one hand and

covers his head with the other.

                          

                          LIGHTOLLER

               Stop!  You'll founder us!  Stop

               at once!



The sound of authority gets through to them.

                          

                          STOKER

               Let's listen to the Officer.

                          

                          LIGHTOLLER

               Keep your heads!  Spread out,

               even the load!



The men atop the hull calm down, and the swimmers move off.

All except one -- Joughin the baker.  Bobbing numbly in the

water, he hangs onto the edge of the Collapsible, and no one

seems to notice him.







INT.  CARPATHIA BRIDGE  -  NIGHT



As the ship continues its suicidal dash through the iceberg-

strewn water, Captain Rostron peers ahead through binoculars.

Dean stands alongside him.



SUPERIMPOSE: 2:45 AM.

                          

                          DEAN

               Sir, how do you think it happened

               to 'em?

                          

                          CAPTAIN ROSTRON

               I couldn't venture a guess.  E. J.

               Smith is the finest Master in these

               waters... not that a Captain ever

               presumes mastery of the sea.

                          

                          LOOKOUT (OS)

               Ice ahead!

                          

                          CAPTAIN ROSTRON

               Take us around, at my direction...



Dean gives Captain Rostron an uneasy look.  Rostron returns

the look -- he's scared, too.



EXT.  BOAT #14  -  LATER THAT NIGHT



The horrific cries of the dying have grown weaker, but

continue to carry across the water.



Lowe and Hart move #14 toward some lantern lights close by.

                          

                          LOWE

               Ahoy!  We're tying up together.

               Any men aboard?



EXT.  COLLAPSIBLE D



Alex, his bloody head now wrapped with a torn handkerchief.

is lying in Collapsible D next to Sloan.  He sits up when he

hears Lowe.

                          

                          ALEX

               Over here!



EXT.  BOAT #4



Suzanne bolts to her feet.

                          

                          SUZANNE

               Alex?  My God, Alex!!

                                             

                                             (CONTINUED)

     CONTINUED:

                          

                          ALEX (OS)

               Suzanne!

                          

                          SUZANNE

               I'm here!



INCLUDE BOATS 4, 14 & D



As the three boats move together, Suzanne is already

climbing over the other passengers to get to Alex.

                          

                          RUTH

               Suzanne, be careful!



Alex tries to stand, but he's still dizzy from his fall.



Hart is holding the two boats together.  As Suzanne crosses

into Collapsible D, Lowe loses his grip on the slippery

hull.  The boats spread apart.

                          

                          WOOLNER

               Mind she doesn't fall in!



Suzanne stumbles into the space between them.  Woolner and

Hart stop Suzanne from falling into the water.



NEW ANGLE



Suzanne climbs over to Alex.  She hugs him, desperately, not

believing he's really here.  Then she notices his bandaged

head.

                          

                          SUZANNE

               You're hurt!

                          

                          ALEX

               I'm all right.

                          

                          SUZANNE

                    (sotto)

               Heaven forgive me for being so

               happy right now.



Ruth watches them from now-adjacent Boat #4, but says

nothing.



Madeleine looks at Alex and realizes he looks familiar.

                          

                          MADELEINE

               Where's Jack?

                          

                          ALEX

               Don't know.  I'm sorry.

                                             

                                             (CONTINUED)

     CONTINUED:



Miserable, Madeleine turns away from him.



Lowe steps into Collapsible D.

                          

                          LOWE

               Listen up: everyone in my boat,

               out.  Move to one of the others.



He notices what appears to be a woman with a blanket wrapped

around her trying to slink down out of sight.



He pulls the blanket back and sees it's actually a male

steerage passenger.

                          

                          LOWE

                    (continuing)

               Bloody coward!



Furious, Lowe almost throws him overboard, but instead

throws him as hard as he can into the bottom of the boat.



Alex grabs Lowe as he goes by.  Anticipating the question:

                          

                          LOWE

                    (continuing; sotto)

               Soon as it quiets down I'll go

               back for survivors.

                          

                          ALEX

               I'm going with you.

                          

                          SUZANNE

               You're in no condition...

                    (to Lowe)

               Let me go.

                          

                          LOWE

               Forget it, both of you.

                    (to Suzanne; re Alex)

               You want to be useful, make him

               lie down and shut up.



Suzanne nods.  Alex submits, but under duress.



EXT.  BOAT #6



Here, farther from those in the water, we can hear an

occasional voice in the distance as women on other boats

call out, looking for their husbands.



A woman cranks a musical toy pig to amuse two children.



Suddenly, a foreign woman starts yelling incoherently.

                                             

                                             (CONTINUED)

     CONTINUED:

                          

                          MOLLY

               Honey, listen, it's gonna be

               okay.

                    (re Californian)

               See?  There's a steamer ahead.

               They'll come for us.

                          

                          HITCHENS

               They didn't spot the bloody

               rockets, you think they'll see

               small boats, low in the water?



Molly has had it with Hitchens.  She turns to Fleet:

                          

                          MOLLY

               Help me with these oars.  We'll

               row, won't we ladies?



There are some murmurs of agreement.

                          

                          HITCHENS

               I'll have none of it!  Sit back

               down.  I'm in charge here!

                          

                          MOLLY

                    (to other women)

               C'mon, two to an oar.  I'm not

               gonna die in a rotten little boat!



She and Fleet start putting oars in the oarlocks.

                          

                          HITCHENS

                    (stands)

               Blasted female!

                          

                          MOLLY

                    (also stands)

               Any closer and I'll throw you

               overboard.



Hitchens gets the message: she means it, and she's capable

of carrying it out.  He sits back down next to the tiller.

                          

                          MOLLY

                    (continuing; to ladies)

               Now, come on, on the beat...

                    (starts rowing)

               One, two...one, two...

                                             

                                             (CONTINUED)

     CONTINUED:  (2)



After a few awkward splashes, the women get into the rhythm

of rowing.  Even the hysteric calms down and pitches in.



Quartermaster Hitchens sits and sulks.  He has just been

relieved of command.

                                             

                                             DISSOLVE TO:



EXT.  BOAT #14  -  AREA OF SINKING  -  LATER THAT NIGHT



Except for a slight breeze that has picked up, it is quiet.

The cold Atlantic has silenced the suffering voices.



SUPERIMPOSE: 3:10 AM.



Lowe, Hart and two Crewmen row slowly through the area of

the sinking.  We can tell by the repeated thuds of bodies

against the hull and the horrorstruck look on the men's

faces that they are too late.



They strain their ears for any sound of life.  A nearby

groan gets their attention.

                          

                          LOWE

               That way...



Lowe raises their one weak lantern higher.  Hart and the

Crewman move the boat toward the sound.



Lowe leans over the edge of the boat.  A wave of revulsion

hits him.



HART'S AND LOWE'S POV



The water is choked with bodies.  They float, shoulder to

shoulder, suspended by their ghostly white life preservers.



Then, one moves.  It's a Japanese man, who'd lashed himself

to a small wooden table.



HART



holds the man against the hull while Lowe cuts him loose.

                          

                          LOWE

               Come on up, Mate.  We got you.



Hart glances at the Crewmen.  They are so mortified that

they stare down at their oars, unable to watch.

                                             

                                             DISSOLVE TO:







EXT.  COLLAPSIBLE B  -  LATER THAT NIGHT



The ocean is getting increasingly choppy, battering the

precariously-balanced hull.



A stoker, dressed only in T-shirt and shorts, is too cold

and exhausted to hold on any longer.  He rolls off the boat

hull into the water and disappears.



The moisture on Lightoller and the other men has frozen --

their hair, clothes, even their faces are white with frost.

                          

                          LIGHTOLLER

               Everyone, carefully, try to even

               the load.  As a swell approaches,

               lean your weight to counter it.



The men shift cautiously around.

                          

                          FIREMAN

               Sir, another's died over here.

               Can't we push him off to make

               room?

                          

                          LIGHTOLLER

               Can you see who it is?



There is a long beat.

                          

                          FIREMAN

               The bloke from the wireless, sir.

               Phillips, is it?



BRIDE



lowers his head and clenches his fists, but he's too numb to

be angry or to cry.

                          

                          LIGHTOLLER (OS)

                    (softly)

               Cover him with something... and

               see if you can't keep him here

               with us.

                          

                          BRIDE

                    (to himself)

               Well, Jack, hope you see a bit

               more of the next world.

                                             

                                             DISSOLVE TO:







EXT.  BOATS #14, 4, & D  -  LATER THAT NIGHT



The breeze has turned into a stiff swell.  Lowe and Hart, in

Boat #14, return with a handful of half-dead survivors lying

in its hull.

                          

                          LOWE

                    (sotto; to Hart)

               Let's get everyone moving.  These

               swells'll scatter the bodies.



Alex is in Boat #4, lying with his head in Suzanne's lap.

Ruth sits next to them.  Alex grimaces and sits up as Lowe

ties #14 up to the other boats.



Alex glances over at Hart, seeing the anguish and

disappointment on his face.

                          

                          HART

                    (sotto)

               We only found six still alive.



Stunned, Alex looks at Suzanne.

                          

                          ALEX

                    (sotto)

               They shouldn't have waited so

               long.



WIDER



As the group of boats begin to row through the choppy sea

toward the lights of the Californian, something thumps

against Boat #4's hull.



Madeleine looks over the edge and screams.



MADELEINE'S POV



It's a body.



RUTH



puts her arm around Madeleine to comfort her.

                          

                          RUTH

               Be strong.  For the sake of your

               baby.



Madeleine nods, but she has a faraway, uncomprehending look

in her eyes.

                          

                          LOWE

               Quiet, I hear something.

                                             

                                             (CONTINUED)

     CONTINUED:



Everyone is silent and indeed a sound is heard -- a child's

cries.  Lowe raises the lantern, casting a weak glow onto

the ocean.  Suzanne stands up; she and Alex peer into the

darkness.

                          

                          ALEX

               There!



ANGLE ON SURFACE OF WATER



They spot someone perched precariously out of the water on

the top of a half-submerged chair.  It's the curious

Scandinavian Blond Girl, separated from her parents for the

final time.  She's 30 feet from them, drifting away.  She's

not wearing a life preserver.

                          

                          LOWE (OS)

               Don't move!  We're coming for you!



The Girl turns weakly toward them and tries to wave.  Just

as she loses her grip on the chair and falls into the water,

she moves from range of the lantern light, and out of view.



LOWE



struggles to untie #14 so he can row over, but the ropes are

tangled from the boats shifting around.



SUZANNE



grabs a life preserver and dives into the water; she's over

the side before Alex or Ruth can stop her.

                          

                          RUTH

               Suzanne!



WIDER



Terrified, Ruth scrambles over to the edge of the boat.



Alex tries to leap into the water after Suzanne, but Hart

holds him back.

                          

                          HART

               Don't -- we'll get her.



Lowe gets #14 loose and hangs the lantern outside its hull.



Suzanne disappears beyond the reach of the lantern light.



Boat #14 rows through the swells while Lowe leans over the

bow with a boat hook poised as a snare.

                                             

                                             (CONTINUED)

     CONTINUED:



Lowe spots someone, presumably Suzanne, floating head down

in the life preserver.  He gets close enough to snare the

life preserver.



It's the Girl.  She coughs up some water and starts crying.

Some of the women aboard wrap her in a blanket.

                          

                          ALEX

               Suzanne!!

                          

                          LOWE

               There she is...



Suzanne is paddling through the choppy, freezing water

toward the lifeboat.



Lowe reaches out with the boat hook and pulls Suzanne next

to the boat.  Alex yanks away from Hart, and he and Ruth

help Lowe drag Suzanne aboard.



Suzanne is shivering uncontrollably.  Alex takes off his

jacket and covers her with it.

                          

                          SUZANNE

               Just hold me; I'm fine...



Ruth and Alex are not so convinced.

                                             

                                             FADE OUT

                     END OF ACT THIRTEEN

                              

                              

                              

                        ACT FOURTEEN

                              

                              



FADE IN:



EXT.  BOATS #14, 4 & D -  NIGHT



The choppy water buffets the small boats, and the wind

drives icy spray into everyone's faces.  It's agony for all

aboard, especially Suzanne.  Her wet hair has frozen stiff,

as have her skirts.  Shivering, she clings to Alex.  She's

starting to drift off to sleep.

                          

                          LOWE

               Keep her out of the wind.  Don't

               let her pass out.



Ruth shifts her body in a futile attempt to block the wind,

and frantically rubs her daughter's hands and arms.

                          

                          RUTH

               Suzanne!  You have to stay

               awake...

                          

                          SUZANNE

                    (looks up at Alex)

               Makes winter in Oxford feel like

               the south of France...

                          

                          ALEX

                    (smiles)

               Impossible.

                          

                          SUZANNE

               Go for a swim, then talk to me.



Ruth and Alex look at each other, encouraged.  Ruth redoubles

her efforts at getting Suzanne's circulation going.

                                             

                                             DISSOLVE TO:



EXT.  BOAT #6  -  LATER THAT NIGHT



People row in glum silence, mostly to avoid becoming sick

from the choppy seas.  Even Molly is quiet.  Hitchens sits

at the tiller, steering.



SUPERIMPOSE: 3:40 AM.



Suddenly, Molly sits upright.

                                             

                                             (CONTINUED)

     CONTINUED:

                          

                          MOLLY

               A light!

                          

                          HITCHENS

               Pipe down.  It's nothing but a

               shooting star.

                          

                          MOLLY

               Bull-pucky.  It's a flare!  Look!

               Another one!



She's right.  Everyone on board starts shouting and

cheering.  Hitchens just sits near the tiller, mute.



EXT.  COLLAPSIBLE B



The half-dead men barely respond to the sound of the others

shouting in the distance.  Then Lightoller looks up.  He

sees the flares, and starts blowing his officer's whistle.



EXT.  BOATS #14, 4 & D



Lowe and the others have also seen the flares.  But they're

not cheering.

                          

                          RUTH

               They don't see us!

                          

                          LOWE

               Make them see us!  Wave that

               lantern.  Find a blanket, wrap it

               around an oar, light it ablaze!

               Start shouting!



They yell and wave their arms.



INT.  CARPATHIA BRIDGE  -  NIGHT



Captain Rostron intently scans the ocean through binoculars.

                          

                          DEAN

               Coming up on the coordinates,

               Captain.

                          

                          CAPTAIN ROSTRON

               Half speed, Mr. Dean.



The Mate rings the engine telegraph.

                          

                          CAPTAIN ROSTRON

                    (continuing; peering

                     through binoculars)

               Nothing!

                                             

                                             (CONTINUED)

     CONTINUED:



He shoots a worried look at Dean.

                          

                          CAPTAIN ROSTRON

                    (continuing)

               We might have to adjust for

               drift. Take us back, south-

               southwest...



His voice trails off as he sees something through the

window.



ROSTRON'S POV



Low in the water, a faint light glows for a moment, then

disappears.



BACK TO SCENE



Captain Rostron allows himself a brief smile.

                                             

                                             DISSOLVE TO:



EXT.  OCEAN   -  DAWN



The Carpathia sits in a huge field of ice that is littered

with icebergs.



SUPERIMPOSE: 4:10 AM.



INT.  CARPATHIA BRIDGE



Blanket over his shoulders, Lowe is escorted to the Bridge.

He's shivering, but trying to maintain his composure.

                          

                          CAPTAIN ROSTRON

               This is the RMS Carpathia.  I'm

               Captain Arthur Rostron.

                          

                          LOWE

               Fifth Officer, Lowe, sir.  My

               ship... she foundered... about 2:40

               this AM.  We struck an iceberg at

               11:40, and --

                          

                          CAPTAIN ROSTRON

               -- How many people were left

               aboard?

                          

                          LOWE

               Hundreds and hundreds!  Perhaps a

               thousand!  Perhaps more!

                    (breaks down)

               They've all gone down with her!

                                             

                                             (CONTINUED)

     CONTINUED:

                          

                          CAPTAIN ROSTRON

                    (softy)

               Go below, lad, get yourself warm.



Rostron looks at Dean, who gently takes Lowe's arm.

Embarrassed by his emotional outburst, Lowe composes

himself, stands at attention and salutes sharply.



EXT.  CARPATHIA DECK  -  DAWN



It is an assembly-line orderly affair.  The survivors are

too weak or numb to speak as they are helped aboard.



Rostron's crew splits them up according to their passage

class: First and Second are taken to the forward area,

steerage are moved aft; then they are lined up to see a

doctor or nurse according to their condition.



A crewman pulls the crying Navratil boys out of the canvas

sling used to raise them from their lifeboat.  Dean looks

over at the commotion; the crewman doesn't know what to do

with them.

                          

                          DEAN

               Where are those babies' parents?

                          

                          CREWMAN

               That's the thing, sir --

                    (sotto)

               People on the lifeboat say their

               father stayed on the ship, an'

               their mother wasn't with 'em.

                          

                          DEAN

                    (sighs)

               Give them here; I'll bring them

               below.



ISMAY



is in a state of shock as he's brought aboard next.

                          

                          ISMAY

               I'm Ismay... I'm Ismay....



He pulls away from the Crewmen and stands with his back

against a bulkhead.  Captain Rostron crosses to him.

                          

                          ISMAY

                    (continuing)

               I'm Ismay...

                                             

                                             (CONTINUED)

     CONTINUED:

                          

                          CAPTAIN ROSTRON

               Yes, sir.  The men will take you

               below; you can get some soup, or

               something to drink.

                          

                          ISMAY

               I do not want anything.

                          

                          CAPTAIN ROSTRON

               Please --

                          

                          ISMAY

                    (loudly)

               -- I would be much happier if you

               just left me alone!

                    (beat; softly)

               If you will get me in some room

               where I can be quiet, I wish you

               would.

                          

                          CAPTAIN ROSTRON

                    (to Crewman)

               Put Mr. Ismay in my quarters.



As they lead him away he stares ahead with empty eyes.



NEW ANGLE



Ruth hovers nervously as Alex helps a Crewman hoist Suzanne

up in a canvas sling.

                          

                          ALEX

               Suzanne -- we're on a ship.

               We're goin' home.



Suzanne, nearly unconscious, smiles weakly at him.



Ruth spots Dr. McGhee trying to revive a dying passenger.

                          

                          RUTH

               Please... my daughter, she's so

               cold...



Dr. McGhee glances over at Suzanne.

                          

                          DR. MCGHEE

               Remove her wet clothing, get some

               brandy into her.

                          

                          RUTH

               But Doctor --

                                             

                                             (CONTINUED)

     CONTINUED:

                          

                          DR. MCGHEE

               -- There are dozens a hair's

               breadth from dying.  Do as I say;

               we'll see to her, soon as we can.



Dr. McGhee turns back to the man lying near Suzanne.  He

shakes his head and the Steward assisting him covers the

man's face with a blanket.



Alex undoes Suzanne from the sling.  A Yeoman with a

clipboard approaches Alex.

                          

                          CARPATHIA YEOMAN

               Your name?

                          

                          ALEX

               O'Connor.

                          

                          CARPATHIA YEOMAN

               Steerage?

                          

                          ALEX

                    (after a beat)

               Yes.

                          

                          CARPATHIA YEOMAN

               You'll have to join the others

               over there.  A doctor will see to

               your injuries.

                          

                          ALEX

               Never mind that...

                    (picks Suzanne

                     up in his arms)

               We need a warm bed for her.

                          

                          CARPATHIA YEOMAN

                    (impatiently)

               Steerage passengers go aft.

                          

                          RUTH

               The gentleman is with me.  If

               that's a problem, I'll speak to

               your Captain.

                          

                          CARPATHIA YEOMAN

                    (sighs; to Alex)

               Bring her below... this way.



Alex looks at Ruth, and they follow the Yeoman.



INT.  CALIFORNIAN WIRELESS SHACK  -  DAWN



Evans awaken to find Stone standing over him.

                                             

                                             (CONTINUED)

     CONTINUED:

                          

                          EVANS

               What time is it?

                          

                          STONE

               Twenty past five.  See if there's

               anything on the air about a ship

               shootin' rockets off.



Evans bolts out of bed.  He quickly winds the mechanical

detector.  As he does, his headphones come to life.  In

moments he learns what happened while he slept.



EXT.  CALIFORNIAN BRIDGE



Evans, in shock, runs onto the Bridge.  Stone follows a

moment later.  Without comment, Evans hands Captain Lord a

yellow Marconi message paper.  Lord reads it, crushes the

paper in his fist and clenches his jaw.

                          

                          CAPTAIN LORD

               Thank you.



He turns his back and looks out over the ocean.

                          

                          CAPTAIN LORD

                    (continuing)

               Get their coordinates, Mr. Stone.

               Perhaps we can be of some

               assistance.



INT.  CARPATHIA STEERAGE  -  DAY



Mattresses and blankets have been spread out on the floor to

form a makeshift infirmary.  There are many serious cases of

exposure, frostbite, etc.  Several of those who have just

died have been covered over, but not yet been moved away.



A couple of NURSES try to bandage a mumbling Joughin the

baker.  He's frostbitten, still drunk, half-conscious, but

amazingly, quite alive.

                          

                          NURSE #1

               A bleedin' miracle -- with others

               from the lifeboats dyin' left and

               right...

                          

                          NURSE #2

                    (sniffs him;

                     makes a face)

               Three guesses what kept 'im from

               freezin' up.

                                             

                                             (CONTINUED)

     CONTINUED:

                          

                          NURSE #1

               His fat didn't hurt him none,

               neither.



Ruth hurries through the infirmary to the Nurses.

                          

                          RUTH

               I'm told the Doctor's down here...

                          

                          NURSE #1

               Doctor McGhee's still up on deck.

                          

                          RUTH

               I need someone to see my daughter.

               She won't wake up...  Please!



Nurse #1 looks at the other one, then leads Ruth back toward

the top decks.



NEW ANGLE



Steward John Hart wanders through, looking from face to face

at the survivors.  Then, exhausted, he sits on a blanket.



A Chaplain approaches.  Hart stares at the floor.

                          

                          HART

               They were the same age as my own

               lads...

                    (beat)

               Now they're gone.  Whole family's

               gone.

                          

                          CHAPLAIN

               Have you prayed for their souls?



Tears running down his face, Hart looks up at him.

                          

                          HART

               I learned something last night:

               there's no one listenin'.



EXT.  CARPATHIA DECK



As the ship slowly circles, looking for any further

survivors, Madeleine and Mme. Aubert are among a group of

women clinging to the rail, searching for possible signs of

life.  Most are silent, still in shock; some weep quietly.



Dean crosses to Captain Rostron, who stands nearby.

                                             

                                             (CONTINUED)

     CONTINUED:

                          

                          CAPTAIN ROSTRON

                    (sotto; to Dean)

               We won't find anyone still alive

               out there.  Plot a course for New

               York.

                    (looks at women)

               Have the crew bring them below.

               As soon as we depart, they're

               going to realize they're widows.



MADELEINE



sees Crewmen start to take the other women inside.  The

realization it's over is too much for her.  She breaks down

and wails with grief.  A Crewman gently leads her away.



MADAME AUBERT



holds to her face the carnation she'd taken from Guggenheim's

lapel.  After a beat, she tosses it into the ocean.



INT.  CARPATHIA STATEROOM  -  DAY



Suzanne lies unconscious in bed, wrapped in blankets.  Her

breathing is shallow and slow.  Frightened, trying not to

panic, Alex sits next to her, stroking her face.  His head

is still bandaged with Sloan's torn handkerchief.

                          

                          ALEX

               ...You'll be sorry you slept

               through this sunrise.  Must be a

               million icebergs on the ocean,

               glowing like opals.  Just think

               how it would be, flying above

               'em...



Suzanne's breathing quietly stops.  Alex just stares at her

for a moment.

                          

                          ALEX

                    (continuing)

               Suzanne?  Suzanne?



His voice catches in his throat as he realizes she's gone.

                          

                          ALEX

                    (continuing)

               Oh, no...



Anguished, he leans his head onto the bed and begins to cry.

He doesn't notice the door opening behind him.

                                             

                                             (CONTINUED)

     CONTINUED:



Ruth comes in, followed by Dr. McGhee.  Alex looks up at

her.  Ruth glances at Alex, then at Suzanne.  A part of her

understands immediately what's happened, but she is

unwilling and unable to accept it.



Dr. McGhee crosses to Suzanne and begins to cover her face

with the sheet.  Ruth grabs his arm and pulls him away.

                          

                          RUTH

                    (continuing)

               Don't you dare do that!  Leave

               her alone!



She falls to her knees next to the bed.

                          

                          RUTH

                    (continuing)

               Suzanne!  Stop it now!  Suzanne?

               Do you hear me?  This doesn't

               happen to people like us!  Do you

               hear?

                    (beat)

               Oh, please, God, please... don't

               take her from me!



Ruth looks up at Alex, her face contorted with agony, and

cries in great, heart-wrenching sobs.



Alex puts his arm around her shoulder and she wraps hers

around him as she weeps.



Alex looks down at Suzanne, lying peacefully on the bed, and

squeezes his eyes shut.  He and Ruth clinging desperately to

each other, and Dr. McGhee leaves, quietly closing the

stateroom door behind him...



EXT.  OCEAN  -  DAY



The Carpathia steams through a seemingly-endless ice field.

Scattered within the field are hundreds of icebergs --

bright, beautiful, benign.



Moving closer to a large, twin-peaked berg, glowing in the

sunlight, we NOTICE something familiar smeared along its

base: red and black paint from the hull of the Titanic.

                                             

                                             FADE TO:



MONTAGE: IMAGES OF THE AFTERMATH



Among the images seen via ACTUAL STILLS:

                                             

                                             (CONTINUED)

     CONTINUED:



— A weary newsboy on a street corner holds an armload of

papers and a banner: TITANIC DISASTER — GREAT LOSS OF LIFE.



— People desperate for information storm the White Star

Offices on Lower Broadway in New York.



— The Carpathia arrives in New York at night during a huge

thunderstorm, with lightning and photographer's flash pans

eerily illuminating the scene.



— The front page of the New York Times and its headlines

about the disaster.



— A picture of the Navratil boys in a newspaper, identified

as "The Titanic Orphans."



— A Senate hearing room, packed to capacity as Ismay, Lowe,

Lightoller and other survivors testify in an Inquiry.  On

one wall is a huge model of the ship to aid the testimony.



— Several gentle, curving rows of identical headstones

marking the graves of the Titanic dead in Fairview Cemetery,

Halifax, Nova Scotia.



— Floating debris such as deck chairs, luggage, and carved

sections of wood paneling scattered among the waves.



During the above:

                          

                          NARRATOR (VO)

               Of the 2,228 people aboard the

               Titanic, only 705 were rescued.

               Fifteen Hundred and twenty-three

               perished.

               

               Scores of her crewmen had come from

               one neighborhood in Southampton.

               Their loss created a community,

               suddenly without fathers, that

               stretched for miles.

               

               Bruce Ismay was universally condemned

               for boarding a lifeboat.  He remained

               in seclusion until his death in 1937.

               

               Captain Arthur Rostron of the

               Carpathia was awarded a medal by

               Congress, and Knighted in England.

               

               Captain Stanley Lord was relieved of

               command of the Californian, although

               even today there is controversy over

                          -more-

                                             

                                             (CONTINUED)

     CONTINUED:  (2)

                          

                          NARRATOR (VO) (Cont'd)

               his ship's actual distance from the

               Titanic.

               

               The Navratil boys were known as

               "The Titanic Orphans" until their

               mother, from whom their estranged

               father had kidnapped them, saw

               their picture in a French

               newspaper.

               

               Wallace Hartley and his Orchestra

               all went down with the Titanic.

               Their booking agent sent letters to

               their families, demanding

               reimbursement for the seven lost

               uniforms.

               

               The wreckage of the Titanic was

               located in 1985, two and a half

               miles below the surface of the

               Atlantic.  Every April 15th the

               Coast Guard drops a wreath over the

               position of her grave.



We slowly DISSOLVE to the serenity of:



THE OCEAN FLOOR



CLOSING CREDITS run over the haunting ACTUAL FOOTAGE of the

remains of the Titanic, while Hartley's Orchestra plays

"Songe d'Automne."

                                             

                                             FADE OUT

THE END




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