BANG! The door is thrown open and the lights are quickly snapped on by a steward. The Cartmell family are roused from their sound sleep.

"Everybody up! Let's go! Put your lifebelts on!"

The steward quickly enters the room, goes to a nearby closet, and dumps the lifebelts onto the floor. In the corridor outside, another steward is going from door to door along the hall, pouncing and yelling.

"Lifebelts on! Lifebelts on! Everybody up, come on! Lifebelts on..."

People come out of the doors behind the steward, perplexed. Some were rubbing their eyes, trying to comprehend what was truly happening at that point. In the wireless room, the captain enters, and Jack Phillips and Harold Bride stood at attention.

"Send out the call for assistance." the captain says, then gets the Marconigram and starts writing in the position of the ship and the distress for the men.

"CQD, sir?" Phillips asked, astonished.

"That's right. The distress call. CQD. Tell whoever responds that we are going down by the head and need immediate assistance." Captain Smith tears the paper, then hands it to Phillips. He looks at it, while Smith puts on his cap again, before leaving the room.

"Blimey..." he says, then quickly taps away at the machine, while Bride retreats back to his cabin once more.

Thomas Andrews looks around in amazement. The deck is empty except for the crew fumbling with the davits. He yells over the roar of the steam to First Officer Murdoch.

"Where are all the passengers?" he yelled over the noise.

"They've all gone back inside. Too damn cold and noisy for them." He points back into the foyer entrance.

Andrews feels like he is in a bad dream. He looks at his pocketwatch and heads for the foyer entrance.

Bride walks back into the Marconi room, while Phillips continues sending distress for all of the nearby ships to receive.

"Any luck?" he asked.

"Frankfurt. 150 miles away. The Olympic says the Mount Temple is nearer."

"Well, there must be someone nearer still." Bride says, then gave a lighthearted joke. "Try sending S.O.S. That's the new call. You might get the only chance you have." he smiled. Phillips looked back, then returned, as he gave the new signal a go.

Theme Song: Alexander's Ragtime Band-I Salonisti

A large number of First Class passengers have gathered near the Grand Staircase, as they are getting indignant about the confusion, when Mr. Andrews appeared, and walks among the people in the crowded, confusing mess. A steward comes up to Andrews, with a plate in hand, that was filled with drinks.

"Care for a drink, sir?" he asks. Mr. Andrews looks around, and a pang of sadness began to overcome him, as he looks at his passengers, thinking that some will not make it through the night. Meanwhile, at the foot of the Grand Staircase, Margaret Brown snags a passing steward, who appeared to be younger than Jack.

"Hey sonny, what's doing? You got us all dressed up here and now we're cooling our heels."

"Sorry, ma'am. Let me go and find out." he says, only to be running up the stairs.

"I don't think anybody knows what the hell's going on around here." Margaret says, as just then Cal appears, along with Thomas and Rose, all with lifebelts in hand, but for Thomas, it was more of an afterthought.

"G—damn English doing everything by the book." Cal says. Rose gently taps his shoulder.

"There's no need for the language, Mr. Hockley." She then turns to their personal valet, Rudy.

"Go back and turn the heaters back on in our rooms. I'd like a cup of tea when I return."

"Yes, miss." Rudy obeys, then disappears among the throngs of the people, while Thomas looks at him sadly. Soon, Mr. Andrews appears, looking around the magnificent room, which he knows is doomed. Thomas, standing nearby, sees his heartbroken expression. He quickly walks over to him and Cal goes after him.

"I saw the iceberg, Mr. Andrews. And I see it in your eyes. Please tell me the truth." Mr. Andrews swallows hard. He looks around at the room, before responding.

"The ship will sink."

Thomas felt like he was punched from the inside. The nightmare was coming true. But he managed to stay calm. "You're certain?" he asked, as calmly as he could.

"Yes, in an hour or so," he says grimly, looks around once more, then continues. "All of this…will be at the bottom of the ocean."

My God. He thought. Now it is Cal's turn to look stunned. The Titanic? Sinking? Impossible!

Mr. Andrews continues, "Please, tell only who you must. I don't want to be responsible for a panic." Thomas puts a hand to his mouth, while Andrews continues again, "And get to a boat, quickly, don't wait! Y-you remember what I told you about the boats?"

"Yes, I understand. Thank you." Andrews goes off, moving among the passengers and urging them to put on their lifebelts and get to the boats.


Many decks down, Jack is being handcuffed to a large pipe by the Master at Arms, while Lovejoy took a seat at a nearby desk. Soon, a crewman rushes in anxiously and blurts to the Master at Arms.

"You're wanted by the Purser, sir. Urgently!"

"Go on. I'll keep an eye on him." Lovejoy says, then pulls a Colt .45 automatic from under his coat. The Master at Arms nods and tosses the handcuff key to Lovejoy, then exits with the crewman. Lovejoy flips the key in the air. Catches it, then shows Jack the gun, before placing it on the desk.


Theme Song: Hymn to the Sea-James Horner

Captain Smith looks out of the bridge windows, just as Bride enters the room, with news of a rescue ship approaching, after receiving a distress from the Titanic.

"We've contacted the Carpathia, eastbound from New York. She's on her way to us." Bride says.

"And she's the only one who's responding?" Captain Smith asks.

"The only one nearby, sir. She's 58 miles away. She's making all possible speeds. She says they can be here in four hours."

"…four hours…" Smith says, as realization hits him, as there are only enough lifeboats for half of the passengers on his ship. The enormity of it hits Smith like a sledgehammer blow.

"Thank you, Bride." He turns as Bride exits, and looks out onto the blackness.

"My God..." he says to himself.


Out in the boat deck, Lightoller had all his boats swung out. He is standing amidst a crowd of uncertain passengers in all states of dress and undress. Soon the captain approaches, and was walking stiffly toward him. Lightoller quickly goes over to him. He yells into the Captain's ear, through cupped hands, over the roar of the steam.

"Hadn't we better get the women and children into the boats, sir?"

Smith just nods, a bit abstractly. The fire has gone out of him. Lightoller sees the awesome truth in Smith's face. He turned back to his men, before giving the order.

"Right! Start the loading! Women and children!"

The appalling noise of escaping steam abruptly cuts off, leaving a sudden unearthly silence in which Lightoller's voice echoes in the darkness. Meanwhile, the band has reassembled just outside the First Class Entrance, port side, near where Lightoller is calling for the boats to be loaded. They strike up a waltz, lively and elegant. The music wafts all over the ship.

"Ladies, please. Step into the boat." Lightoller says, motioning her to get in the boat. Eventually, one of the women steps across the gap, into the boat, terrified of the drop to the water far below.

"You watch. They'll put us off in these silly little boats to freeze, and we'll all be back on board by breakfast." joked one of the women, and some joined in the laughter. Soon, Cal, Rose and Thomas come out of the doors near the band.

"My brooch, I left my brooch. I must have it!" Rose cried out. She turns back to go to her room but Cal takes her by the arm, refusing to let her go. The firmness of his hold surprises her.

"Stay here, Rose." Cal says, as Rose sees his expression, and knows fear for the first time.

Down below decks, It is chaos, with stewards pushing their way through narrow corridors that were clogged with people carrying suitcases, duffel bags, children. Some have lifebelts on, while the majority of others don't.

"I told the stupid sods no luggage. Aw, bloody hell!" the steward says, and throws up his hand at the sight of a family, loaded down with cases and bags, completely blocking the corridor. Fabrizio and Tommy push past the stewards, going the other way. They reach a huge crowd gathered at the bottom of the main third class stair well. Fabrizio soon spots Helga with the rest of her family, standing patiently with suitcases in hand. He reaches her and she grins, hugging him. Tommy pushes to where he can see what's holding up the group. There is a steel gate across the top of the stairs, with several stewards and seamen on the other side.

"Stay calm, please. It's not time to go up to the boats yet." one of the steward says, trying to keep order on the other side of the gate.

Near Tommy, an Irishwoman stands stoically with two small children and their battered luggage.

"What are we doing, mummy?" the little boy asked his mother.

"We're just waitin', dear. When they finish putting First Class people in the boats, they'll be startin' with us, and we'll want to be all ready, won't we?" she says, then smiles at her children.

In his makeshift cell, Jack looks out the porthole, watching the water level rise as the ship slowly sinks. His heart pounds just seeing the water level now almost level to the porthole, while Lovejoy sits in his chair, watching him. He seemed to enjoy Jack hurting himself, who was trying to wriggle his hands out of the cuffs, as much as the couple during their chase. He puts a .45 bullet on the desk and watches it roll across and fall off. He picks up the bullet.

"You know, I do believe this ship may sink." he says. Jack glares back at Lovejoy, and was breathing hard. He continues, "Since the ship is sinking, I have been asked to give you this small token of our appreciation..." He loads the gun with that last bullet, then gets up from his chair to give a good swing at Jack's stomach, knocking the wind out of him.

"Compliments of Mr. Caledon Hockley." he sneered. Lovejoy flips the handcuff key in the air, catches it and puts it in his pocket. He exits, while Jack is left gasping, handcuffed to the pipe. Jack felt his eyes stinging once more, as a tear gently rolled down his cheek, and a lump formed in his throat.

"I'm sorry, Thomas. I really am..."

At the stairwell rail on the bridge wing, a couple of officers light the first distress rocket. It shoots into the sky and explodes with a thunderclap over the ship, sending out white starbursts which light up the entire deck as they fall. Meanwhile, Ismay, who was already at the breaking point from his immense guilt, as the rocket fires off behind him, making him panic. He starts shouting at the officers struggling with boat number 5.

"There's no time! Lower away! Lower away!" he yelled, while an officer, who didn't recognize the man, as he was dressed in a robe and slippers, assumed he was a passenger, and not his boss.

"Get out of the way, you fool!" Officer Lowe says. "Do you want me to drown the lot of them? That's what I'll be doin', if you don't shut your trap!"

Ismay: "Do you know who I am?"

Lowe: "You're a passenger. And I'm a ship's bloody officer. Now do what you're told!" He turns his attention back to the boats.

"Steady men! Stand by the falls!"

Ismay looked away in defeat. ""Yes, quite right. Sorry. As you were."

Thomas stood near where Lightoller was loading the boats, as he could clearly hear he was yelling for all the men to stay back. Cal began to devise a plan, as he wanted Thomas off the ship, along with Rose. He knew Thomas already looked feminine; all he needed was the right look, and he was already a shoo-in to the boats. Another rocket bursts overhead, lighting the crowd. Startled faces turn upward, including Thomas, who was startled by the explosion. Fear now in the eyes of the passengers. Thomas watched the farewells taking place right in front of him as they step closer to the boat. Husbands saying goodbye to wives and children. Lovers and friends parted. Behind him Margaret is getting a reluctant woman to board the boat.

"Come on, you heard the man. Get in the boat, sister."

Rose sighed. "Will the lifeboats be seated according to class? I hope they're not too crowded-" Thomas rolled his eyes at her statement.

"Oh Rose! Shut Up!" he grabbed his older sister, then pointed out to the black emptiness of the horizon. Her mouth hung open in surprise. "Don't you understand? The water is freezing and there aren't enough boats... not enough by half. Half the people on this ship are going to die."

"Not the better half. Too bad I didn't save that drawing of you. It'll be worth a lot more by morning." Cal says, almost sneering. His statement hits Thomas like a thunderbolt. Jack is third class. He doesn't stand a chance, and if he died, his drawing would have been worth even more. Another rocket bursts overhead, bathing his face in the white light.

"You unimaginable bastard-" Thomas seethed, as he slowly balled his hands into a fist. Soon, Margaret calls from the boat.

"Come on, Rose darlin'. Get in the boat. The first class seats are right up here." Thomas soon watches as his sister is helped into the boat, and soon, she is seated next to Mrs. Brown. Rose looked at her younger brother, and hoping the officers would turn a blind eye, or better yet, help him board as well. Rose tried to remember a nickname she used to call him, simply because he looked feminine. Luckily, one of the officers offered his hand to Thomas, hoping to get him into the boat. Thomas shook his head, and begins to step away from the boat.

"Thomas! Get in the boat!" Rose called to her brother.

"Goodbye, Rose." He says softly. Rose, standing in the tippy lifeboat, can do nothing. Cal grabs Thomas' arm, but he pulls free and begins to walk away through the crowd. Cal catches up to Thomas once more and grabs him again, this time roughly.

"Where are you going? To him?! Is that it?!"

"I'd rather be his life partner than to be with the likes of you! Good day, sir!"

Cal clenches his jaw and squeezes Thomas' arm viciously, pulling him back toward the lifeboat. Thomas pulls his free arm and punches Cal in the stomach, knocking the wind out of him. He lets go with a curse and Thomas runs into the crowd, disappearing for good this time.

"Lower away!" Lightoller yelled, as Rose yelled for her brother to come back.

"Put a sock in it, will ya? Your brother will be along." Margaret says, reassuring her.