The next day, on the private promenade of Caledon Hockley's suite. It is a bright clear day and Rose and Cal are having breakfast in silence. The air reeks of tension. Trudy Bolt, in her maid's uniform, pours the coffee and goes inside.

Cal begins, "I had hoped you would come to me last night." "I was tired," Rose answers.

Hockley expecting that retorts, "Yes. Your exertions below decks were no doubt exhausting." Rose stiffens. "I see you had that undertaker of a manservant follow me."

Hockley, still appearing calm, states, "You will never behave like that again! Do you understand?" Rose becomes indignant. "I'm not some foreman in your mills than you can command! I am your fiancée…" Cal explodes, sweeping the breakfast china off the table with a crash. He moves to her in one shocking moment, glowering over her and gripping the sides of her chair, so she is trapped between his arms.

"Yes! You are! And my wife...in practice, if not yet by law. So you will

honor me, as a wife is required to honor her husband! I will not be made

out a fool! Is this in any way unclear?"

Rose shrinks into the chair. She sees Trudy, frozen, partway through the

door bringing the orange juice. Cal follows Rose's glance and straightens

up. He stalks past the maid, entering the stateroom.

"We... had a little accident. I'm sorry, Trudy, " Rose states, managing a weak false smile.

Later in Ruth Bukater's suite, Rose is dressing for the day, and Ruth is in the middle of helping Rose with her corset. Ruth takes out her anger on the tight bindings and on Rose.

"You are not to see that boy again, do you understand me Rose? I forbid it!

She has her knee on the small of Rose's back and presses down harder than normal, while pulling the corset strings with both hands. Rose winces, but fights back, "Oh, stop it, Mother. You'll give yourself a nosebleed." Ruth pulls away from her, and crosses to the door, locking it. Wheeling on Rose, "Rose, this is not a game! Our situation is precarious. You know the money's gone!" Rose turns to her mother. "Of course I know it's gone. You remind me every day!"

Ruth continues, "Your father left us nothing but a legacy of bad debts hidden by a good

name. And that name is the only card we have to play." She turns Rose around and grabs the corset strings again. Rose sucks in her waist and Rose pulls.

The older woman calms a bit. "I don't understand you. It is a fine match with Hockley, and it will insure our survival." Rose feels hurt and lost. "How can you put this on my shoulders?" Rose turns to her, and sees the naked fear in her mother's eyes.

Ruth seems on the verge of panic. "Do you want to se me working as a seamstress? Is that what you want? Do you want to see our fine things sold at an auction, our memories scattered to the winds? My God, Rose, how can you be so selfish?"

"Mother, I think Howard truly cares for me. And he's as wealthy as Cal." Ruth looks at her fiercely. "Has he made you a promise, Rose? Has he proposed? In front of witnesses? What do you know about that boy? Molly says he's rich, but how do we know that? And even if he is, how do we know that he isn't just going to use you, then run off on one of his adventures never to be seen again?"Rose ponders this for a moment.

Ruth continues, "Caledon Hockley proposed to you. All of Pittsburgh society knows of the engagement. His family has accepted you and he will not embarrass us or them by leaving you at the altar or… (she emphasizes) some hotel room!"

Rose is crestfallen. "It's not fair." Ruth nods, agreeing. "Of course it's not fair. We're women. It's never fair for us." She finishes doing Rose's corset.

At the divine service, Captain Smith is leading a group in the hymn

"Almighty Father Strong To Save", in the First Class Dining Saloon. Rose and Ruth sing in the middle of the group. Spicer Lovejoy stands well back, keeping an eye on Rose. He notices a commotion at the entry doors. Howard has been halted there by two stewards. He is dressed in his third class clothes, and stands there, hat in hand, looking out of

place.A steward blocks him at the door. "Look, you, you're not supposed to be in here."

Howard protests. "I was just here last night... don't you remember?" He sees Lovejoy coming toward him. "He'll tell you." Lovejoy joins with the steward. "Mr. Hockley and Mrs. DeWitt Bukater continue to be most appreciative of your assistance… and also to remind you that you hold a third class ticket and your presence here is no longer appropriate." Howard spots Rose but she doesn't see him. "I just need to talk to Rose for a…" Lovejoy motions to the stewards, giving them twenty dollars each. "Gentlemen, please see that Mr. Hughes gets back where he belongs." The stewards smile at the tips and nod. "And that he stays there," the manservant adds. "Yes sir!" the stewards respond, and then turning to Howard, "Come along you."

On a tour of the ship, Ruth and company enter the gymnasium.. Thomas Andrews is leading a small tour group, including Rose, Ruth and Cal.

Howard, walking with determination, is followed closely by Tommy and

Fabrizio. He quickly climbs the steps to B-Deck and steps over the gate

separating 3rd from 2nd class. Tommy and Fabrizio are behind him.

He moves furtively to the wall below the A-Deck promenade, aft.

Tommy shakes his head resignedly and puts his hands together, crouching

down. Howard steps into Tommy's hands and gets boosted up to the next deck,

where he scrambles nimbly over the railing, onto the First Class deck.

Howard emerges from behind one of the huge deck cranes and calmly picks up the coat and bowler hat. He walks away, slipping into the coat, and slicks his hair back

with spit. Then puts the hat on at a jaunty angle. At a distance he could

pass for a gentlemen.

Andrews leads the group back from the bridge along the boat deck.

"Mr. Andrews, I did the sum in my head," Rose starts, "And with the number of lifeboats

times the capacity you mentioned... forgive me, but it seems that there are

not enough for everyone aboard." Andrews nods. "About half, actually. Rose, you miss nothing, do you? In fact, I put in these new type davits, which can take an extra row of boats here." He gestures along the deck. "But it was thought... by some... that the deck would look too cluttered. So I was over-ruled."

Cal Hockley, slaps the side of a lifeboat, states, "Waste of deck space as it is, on an unsinkable ship!" Thomas Andrews smiles. "Sleep soundly, young Rose. I have built you a good ship, strong and true. She's all the lifeboat you need."

As they are passing Boat 7, a gentlemen turns from the rail and walks up

behind the group. It is Howard. He taps Rose on the arm and she turns,

gasping. He motions and she cuts away from the group toward a door which

Howard holds open. They duck into the Gymnasium.

Howard closes the door behind her, and glances out through the ripple-glass

window to the starboard rail, where the gym instructor is chatting up the

woman who was riding the bike. Rose and Howard are alone in the room.

"Howard, this is impossible. I can't see you," Rose states, but barely emphatically. Howard takes her by the shoulders. "Rose, you're no picnic... you're a spoiled little brat even, but under that you're a strong, pure heart, and you're the most amazingly astounding girl I've ever known and…" She interrupts. "Howard, I…" But he continues, "No, wait. Let me try to get this out. You're an amazing woman...and I know if you stick with Hockley, you're going to shrink away to nuthin', Rose. I know that. And I can't let that happen. You jump, I jump, remember? I can't turn away without knowin' that you're goin' to be alright."

Rose feels the tears coming to her eyes. Howard is so open and real... not

like anyone she has ever known. "You're making this very hard. I'll be fine. Really."

"I don't think so. They've got you in a glass jar like some butterfly, and

you're goin' to die if you don't break out. Maybe not right away, 'cause

you're strong. But sooner or later the fire in you is goin' to go out." She protests. "It's not up to you to save me, Howard." He nods. "You're right. Only you can do that."

She stares at him for a moment. "I have to get back, they'll miss me. Please, Howard, for both our sakes, leave me alone."

Later in the First Class Lounge, Rose sits on a divan, with a group of other women arrayed around her. Ruth, the Countess Rothes and Lady Duff-Gordon are taking tea. Rose is silent and still as a porcelain figurine as the conversation washes around her.

"Of course the invitations had to be sent back to the printers twice. And

the bridesmaids dresses! Let me tell you what an odyssey that has been..." Ruth Bukater begins her story of "challenge and triumph."

Rose turns and sees a mother and daughter having tea. The little girl, wearing white gloves, daintily picking up a cookie. The mother correcting her on her posture, and the way she holds the teacup. The little girl is trying so hard to please, her expression serious. Rose imagines herself at that age, and sees the relentless conditioning... the pain to

becoming an Edwardian geisha. Within a moment, she calmly and deliberately turns her teacup over, spilling tea all over her dress. "Oh, look what I've done."

Dusk approaches. At the bow of Titanic, Howard stands, right at the apex of the bow railing, his favorite spot. He closes his eyes, letting the chill wind clear his head.

He hears her voice, behind him...

"Hello, Howard." He turns and Rose is standing there. "I've changed my mind." He smiles at her, his eyes drinking her in. Her cheeks are red with the

chill wind, and her eyes sparkle. Her hair blows wildly about her face.

"I want you to know…I don't care," she begins, "I don't care what happens. I want to spend as much time with you as you'll give me." Hughes is puzzled. "What?" "Mother said that perhaps you would just use me…a rich playboy, making no 'honest' declarations for me. Once you were through, you'd leave me." She looks up, determined. "But I don't care. I'd rather have a month with you, than years living like that." She indicates the First Class Deck.

Hughes smiles, then seriously. "Well, your mother is right. I am using you." Rose is stunned, but just for a moment. "See, if I'm going to be flying around, I'm going to need a good co-pilot and navigator. I sure as hell can't marry some silly frill." Rose grins. Howard continues, "So? Can you read a map? Can you use a compass?" "As a matter of fact, I can," she answered. "Good, now the final test.

He puts his hands on her waist. As if he is going to kiss her. "Close your eyes," he commands. She does, and he turns her to face forward, the way the ship is going. He

presses her gently to the rail, standing right behind her. Then he takes

her two hands and raises them until she is standing with her arms

outstetched on each side. Rose is going along with him. When he lowers his

hands, her arms stay up... like wings. "Okay. Open them."

Rose gasps. There is nothing in her field of vision but water. It's like

there was no ship under them at all, just the two of them soaring. The

Atlantic unrolls toward her, a hammered copper shield under a dusk sky.

There is only the wind, and the hiss of the water 50 feel below.

"I'm flying!" She leans forward, arching her back. He puts his hands on her waist to

steady her. Howard sings softly to her. "Come Josephine in my flying machine..."

Rose closes her eyes, feeling herself floating weightless far above the

sea. She smiles dreamily, then leans back, gently pressing her back against

his chest. He pushes forward slightly against her. Slowly he raises his hands, arms outstretched, and they meet hers...fingertips gently touching. Then their fingers intertwine. Moving slowly, their fingers caress through and around each other like the bodies of two lovers.

Rose turns her head until her lips are near his. She lowers her arms,

turning further, until she finds his mouth with hers. He wraps his arms

around her from behind, and they kiss like this with her head turned and

tilted back. They kiss, slowly and tremulously, and then with building passion.

Howard and the ship seem to merge into one force of power and optimism,

lifting her, buoying her forward on a magical journey, soaring onward into

a night without fear.