A/N Some lines taken directly from the movie script.

On the bridge Will, James and Joe had began their night watch and had been told by the Captain to keep a close eye at all times and to alert him to anything that seemed not right.

Will noticed that James seemed distracted so he decided to ask him what was on his mind afterall they all had to be on full alert and could not afford any distractions.

Joe knew exactly what was on James's mind and had a good idea what had happened after the rumours going around the other officers that Harry had seen James kiss Felicity. Joe was surprised Will had not heard it for himself.

"I'm going to make us all some tea" Joe said sensing the need for him to give James and Will some private time.

"Thank you Joe" Will smiled.

"I need to confess something to you Will. And I am so sorry" James said feeling guilty.

"What is that?" Asked a confused Will.

"I am in love with Felicity" James stated waiting for a punch to the nose.

To his surprise Will did not punch him but said "I know you do. I've known it for days but I know you would never act on it" Will said smiling.

James felt even more guiltier and did not know what to say.

Joe then returned with the teas and the three men continued with their watch.


It was then nearing the end of Moody's watch so he said farewell to Joe and Will and decided to make himself another cup of tea before going to his cabin and sleeping.

He made the tea and walked down the corridor when he heard the telephone ring,carrying his teacup he picked up the telephone and answered it " Yes, what do you see?" he asked.

The voice on the other side said there was an iceberg right ahead.

"Thank You" James said before hanging the phone back up. He then shouted to Will "Iceberg right ahead!".

Will looked out and saw a giant iceberg in their path,his face turned pale, he then rushed to the engine room telegraph and signalled "FULL SPEED ASTERN".

He then yelled at Quartermaster Hitchens who was at the wheel "Hard a' starboard".

Moody then yelled "The helm is hard over, sir".

Will stood on the bridge watching the berg getting closer and closer. The bow then started turning slightly to the left. He held his breath and then muttered "Turn will you? will you just damn well turn!".

But it was not enough and the ship hit the berg on it's starboard bow smashing the steel hull plates. The rivets started popping open and water began pouring into the ship.

Will then rung the watertight door alarms so they could prevent more water getting in.

He then shouted "Hard a' port" trying to clear the stern.

He was in a deep state of shock but knew he had to get it together so he told James "Note the time and enter it into the log".

James walked off and did as he was told when the Captain walked in the room to see both Will and Joe in a state of shock and disbelief.

"What was that Mr Murdoch?" The captain asked Will.

"An iceberg sir, I put her hard a' starboard and ran the engines full astern, but it was too close. I tried to port around it but she hit and I..." Will stated sweat running down his face.

"Close the watertight doors" The Captain ordered.

"The doors are closed sir" Will answered.

They both then rushed out onto the starboard wing and Murdoch showed the Captain, the Captain then turned around to Joe and ordered "Find the Carpenter and get him to sound the ship".

"Yes, sir" Joe answered and ran off.

The news was grave and all the officers were informed by Thomas Andrews,the ships's designer that the ship would sink in an hour or so and that they had to get as many people into lifeboats as quickly as possible.

Will's thoughts quickly turned to his Felicity and her mother who were not aware of the ship's grave fate. He quickly ran to their rooms and banged on Felicity's door first "Felicity! Answer the door. It's an emergency" He exclaimed banging as hard as he could.

She answered the door sleepily and whispered "Hi Will,you look ill. What's the matter?".

"You and your mother need to get to a lifeboat urgently" Will said panic in his voice.

"Why?" She said.

"The ship is sinking!" He said.

Felicity's eyes lit up and said "Huh? How is this possible?".

"I ran it into an iceberg" Will said full of regret and remorse.

"How did you run it into an iceberg?" She asked confused.

"I was the officer on duty and it was upto me to see it" Will said tears down his face. He knew it was extremely likely he would die tonight and he would never get to fulfil the dreams he and Felicity had made.

"YOU ARE NOT TO BLAME" She exclaimed pulling him closer to him and holding him tight as he sobbed into her nightdress.

"I'm probably going to die tonight. And I want you to know how much I love you and how happy you have made me the past few days. But I want you to be able to move on with your life. Look,James is in love with you. There is a strong chance he will survive this. If you want to build a life with him after I die,you have my blessing" Will said sobbing.

"Oh Will!" She said aswell sobbing into his greatcoat taking in his scent and wanting him to just hold her and never let her go.

They then broke their embrace and Will put his coat over her and said "I want you to have this. Hopefully it shall be of some comfort to you once you are in a lifeboat. And i'm going to do everything I can to live for you,for us because you are my whole world".

"I love you Will" She said as they embraced again.

"I love you more Felicity" He said "We need to get your mother and get you both onto a lifeboat".

They went next door and woke up Rachel who was in shock at the news. She grabbed some of her personal items she did not want to lose and they headed up on deck where the other officers were preparing the lifeboats.

James had tears in his eyes watching Felicity knowing he would probably never see her again. He needed to say his goodbyes to the first woman he ever really loved.

"I have to be working now Felicity. So if this is the last time i see you. Please be safe and take note of what i said earlier. I mean it. I want you to be happy. If I die tonight I want to die happy knowing you will be happy". He said as he pulled her towards him and kissing her and wrapping his arms around her.

"I will honour your wishes Will. I love you so much and I hope to see you in New York" She said as they said farewell to each other not knowing whether this was the last time they'd see each other.

Will walked to the other side of the ship and James watched him leave so he knew this was his last chance to talk to Felicity. James did not care that her mother would hear their entire conversation.

"Felicity" James said softly behind her.

She turned around and smiled "Hi James".

Rachel watched their encounter and started to notice the look in her daughter's eyes.

"Felicity, I love you with all my heart and soul. I need you to be safe" he said pulling her close to him and holding her.

Rachel smiled a little.

They broke their embrace and Rachel said "What is going on between you both?".

"Mrs Nelson i am hopelessly in love with your daughter" James stated proudly.

"I thought so James. I am so sorry" Rachel said giving the young man a hug.

"Will made me promise him that if James lives and Will dies that me and James stay together. He wants me to be happy James, and he knows without him that the happiness is with you" Felicity said tears running down her cheeks.

Rachel could not hold her sobs either. Her daughter had two men who loved her and wanted to protect her. And she loved both of them.

"Your lifeboat is ready" James smiled briefly. "All I ask Felicity is for you to think of me sometimes when you and Will build your home together".

Felicity embraced James and kissed him passionately on the lips "I love you James" She said for the very first time realising she was in love with James as well as Will.

"I love you Felicity". James said helping both ladies into the boat.

"Can't you get in this boat with us?" Asked Rachel crying.

"I'll hopefully be on a later one but I have lots more work to do before I think about leaving the ship. So many people need my help and assistance" James gave both of them a reasurring smile.

Their boat lowered away and Felicity was sobbing her heart out. Rachel had her arm around her daughter trying to comfort her. Felicity was either going to lose both men,or lose one of them,or keep both of them and then she would have to choose properly who she wanted to spend her life with.