In the lifeboat Margaret is transfixed by the sight of the dying ship, while Rose looks out towards the empty, dark sea. The boat rocks and creaks as paddlers try to get away from the ship, under the order of the helmsman. A rocket fires from the deck, then shoots for the air. It explodes, sending sparks back down over the confused, panicked stricken passengers on the ship.
"Now there's something you don't see every day." Margaret says, then Rose looks back to the ship.
Thomas and Jack make their way up a short flight of stairs, before coming to a door. Thomas turned the knob. Locked. He began pushing against it using his shoulder. With a loud grunt the two men were able to break down the door in splinters. The passengers looked on, horrified of the two men. The steward quickly catches up to the men.
"What do you think you're doing? You'll have to pay for that, you know! That's White Star Line property!" The two men has had enough of the steward, as they both turned, and yelled to the man in unison. "SHUT UP!" They both disappear through the crowds in the long hallway.
On the boat deck, Cal pushes through the crowd, still scanning the deteriorating scene for Thomas. Around him is chaos and confusion. A woman is calling for a child who has become separated and was lost among the crowd. A man is shouting over people's heads. A woman takes hold of Second Officer Lightoller's arm as he was about to launch Boat 10.
"Will you hold the boat for a moment, I just have to run to my room-" she began, but the disgruntled Lightoller lifts her up, and puts her in the boat.
"Sit down!" he tells her, a shock expression on her face. He then tells his officers, "She's the last. Prepare to lower!" Just then, Mr. Andrews appears, just as Lightoller tells his men to lower the lifeboat.
"Why are the boats being launched half full?" he asks. Lightoller steps past him, who began helping a seaman clear a snarled fall.
"Not now, Mr. Andrews..." he began, as Andrews points out to the sea.
"There, look. Twenty or so...in a boat built for sixty-five. And I saw one boat with only twelve. Twelve!"
Lightoller tried to come up with an excuse as to why the boats were barely loaded.
"Well...we weren't sure of the weight, Mr. Andrews...these boats may buckle..."
"Rubbish! They were tested in Belfast with the weight of seventy men. Now! Fill these boats, Mr. Lightoller! For God's sake, man!" Lightoller looks out to the sea, then asks for more women to fill the boat.
Lovejoy soon appears from the crowd, then meets Cal through the aisle connecting the port and starboard sides of the boat deck.
"He's not on the starboard side, either." he says, nearly out of breath. Cal wipes his lips, then scratches his head.
"We're running out of time. And this strutting martinet-" he thumbed at Lightoller, "...isn't letting any men in at all!"
"The one on the other side is letting men in." Lovejoy motions his head, to the other side of the ship.
"Then that's our play. But we're still going to need some insurance." Cal gave a sly smile, and he charges off, heading forward, followed by Lovejoy. "Come on!"
"Lower away!" Lightoller ordered. In the bridge, Smith watches as the bow railing goes under water. Water swirls around the capstans and windlasses on the forward deck. He strides to the bridge rail and looks down at the well deck. Water is shipped over the sides and the well deck is awash. Two men run across the deck, their feet sending up spray. Behind Smith, Boxhall fires another rocket.
Many decks below, Fabrizio, standing with his love Helga and her family, hears Jack's voice among the mass confusion and paranoia. "Fabrizio! Fabri!" Jack yelled over the chaos. Fabrizio turns and sees Jack and Thomas pushing through the crowd. He and Jack hug like brothers.
"The boats are all going." Fabrizio pleaded.
"We gotta get up there or we're gonna be gargling saltwater! Where's Tommy?" Fabrizio points over the heads of the solidly packed crowd to the stairwell. Tommy has his hands on the bars of the steel gate which blocks the head of the stairwell. The crew open the gate a foot or so, and a few women are squeezing through.
"Women only. No men. No men!" the steward yells at the terrified passengers. But some terrified men, not understanding English, try to rush through the gap, forcing the gate open. The crewmen and stewards push them back, shoving and punching them.
"Get back! Get back the lot of you!" the steward yelled again. "Lock it!" The other stewards struggle to get the gate closed again, while the lead steward brandishes a small revolver. Another holds a fire axe. They lock the gate, and a cry goes up among the crowd, who surge forward, pounding against the steel gates and shouting in several languages. Thomas braces himself from the onslaught of the panicked crowd.
"For the love of God, man, there are children down here! Let us up, so we can have a chance!" Tommy yelled through the gate. But the crewmen are scared now. They have let the situation get out of hand, and now they have a mob. Tommy gives up and pushes his way back through the crowd, going down the stairs. He rejoins Jack, Thomas and Fabrizio.
"It's hopeless that way." Tommy grumbles. "
Well, whatever we're goin' to do, we better do it fast." Jack says, still gripping onto Thomas' hand. Fabrizio turns to Helga, praying he can make himself understood.
"Everyone... all of you... come with me now. We go to the boats. We go to the boats. Capito? Come now!" Fabrizio says, along with his hand gestures. They can't understand what he's saying. They can see his urgency, but Oluf Dahl, the patriarch of the family, shakes his head. He will not panic, and will not let his family go with this boy. Fabrizio turns back to Helga.
"Helga... per favore... please... come with me, I am lucky. Is my destiny to go to America." he pleaded. She kisses him, then steps back to be with her family. Jack lays a hand on his shoulder, his eyes saying "Let's go".
"I will never forget you." He turns to Jack, who leads the way out of the crowd. Looking back Fabrizio sees her face disappear into the crowd.
Back in their now old suite room, Cal fiddles with the combination. CLUNK! Cal opens his safe and reaches inside. As Lovejoy watches, he pulls out two stacks of bills, still banded by bank wrappers. Then he takes out the "Heart of the Ocean", putting it in the pocket of his overcoat, and locks the safe.
"I make my own luck." Cal says, holding up his wad of cash.
"So do I." Lovejoy says, revealing inside his coat a .45 in the pocket. Cal grins, putting the money in his pocket as they go out.
In the disorganized steerage, Jack, Thomas, Fabrizio and Tommy are lost, searching for a way out. They push past confused passengers... past a mother changing her baby's diaper on top of an upturned steamer trunk... past a woman arguing heatedly with a man in Serbo-Croatian, a wailing child next to them... past a man kneeling to console a woman who is just sitting on the floor, sobbing... and past another man with an English/Arabic dictionary, trying to figure out what the signs mean, while his wife and children wait patiently. Jack et al come upon a narrow stairwell and they go up two decks before they are stopped by a small group pressed up against a steel gate. The steerage men are yelling at a scared steward, trying to hold his ground, as Thomas fights his way up the stairs, making Jack lose his grip on his hand.
"Go to the main stairwell, with everyone else. It'll all get sorted out there." the steward says. Thomas takes one look at this scene and finally just loses it.
"G-damn it to Hell! You son of a bitch!" Thomas angrily rattles the gate, before shoving his way back down. He furiously looks around, for something to use as a ram. He sees a bench, then grabs one end of the bench that was bolted to the floor on the landing. He starts pulling on it, and along with Jack, Tommy, Fabrizio and another passenger pitch in until the bolts shear and it breaks free. Another passenger figures out what they are doing and clears a path up the stairs between the waiting people.
"Move aside! Quickly, move aside now lads!" Jack, Tommy, and Thomas run up the steps with the bench and ram it into the gate with all their strength. It rips loose from its track and falls outward, narrowly missing the steward. Led by Jack, the crowd surges though. Thomas steps up to the cowering steward and says in his most imperious tone
"If you have any intention of keeping your pathetic little job with the White Star Line, I suggest you escort these good people to the boat deck... now!" Thomas pointed his finger at the steward, then gestured at the passengers, before balling his fists.
"Y-yes sir. Right away, sir." the now frightened steward says.
"NOW!" Thomas shouts. The steward soon leads the way, with Thomas following right behind, and Jack holding onto his waist, his head leaning on his back.
In the lifeboat Rose rows with Margaret, along with two other women and the incompetent sailors. She rests on her oars, exhausted, and looks back at the ship. It slants down into the water, still ablaze with light. Nothing is above water forward of the bridge except for the foremast. Another rocket goes off, lighting up the entire area... there are a dozen boats moving outward from the ship. At the boat deck rail Captain Smith is shouting to Boat 6 through a large metal megaphone.
"Come back! Come back to the ship!" he yelled. Chief Officer Wilde joins him, blowing his silver whistle. Back in the boat the whistle comes shrilly across the water, Quartermaster Hitchens grips the rudder in fear.
"The suction will pull us right down if we don't keep going."
"We got room for lots more. I say we go back." Margaret pleaded.
"No! It's our lives now, not theirs. And I'm in charge of this boat! Now row!" Captain Smith, at the rail of the boat deck, lowers his megaphone slowly.
"The fools."
Cal and Lovejoy cross the foyer before they encounter Benjamin Guggenheim and his valet, both dressed in white tie, tail-coats and top hats.
"Ben, what's the occasion?" Cal asked.
"We have dressed in our best and are prepared to go down like gentlemen." Mr. Guggenheim says, tugging at his coat flaps.
"That's admirable, Ben." Cal says, walking on, but not before saying, "I'll be sure and tell your wife... when I get to New York." Nearby, in the first class smoking room, there are still two cardgames in progress. The room is quiet and civilized. A silver serving cart, holding a large humidor, begins to roll slowly across the room. One of the cardplayers takes a cigar from it as it rolls by.
"It seems we've been dealt a bad hand this time." the cardplayer says, before lighting the cigar. In the promenade deck, Cal and Lovejoy are walking aft with a purposeful stride. They soon pass Chief Baker Joughin, who is working up a sweat tossing deck chairs over the rail. After they go by, Joughin takes a break and pulls a bottle of scotch from a pocket, opening it. He drains it, and tosses it over the side too, then stands there a little unsteadily.
Panic had begun to settle around the remaining boats aft. The crowd is now a mix of all three classes. Officers repeatedly warn men back from the boats. The crowd presses in closer. Seamen Scarlott brandishes the tiller of boat 14 to discourage a close press of men who look ready to rush the boat. Several men break ranks and rush forward. Lightoller pulls out his Webley revolver and aims it at them
"Get back! Keep order!" The men back down. Fifth Officer Lowe standing in the boat, yells to the crew.
"Lower away left and right!" Lightoller turns away from the crowd and, out of their sight, breaks his pistol open. Letting out a long breath, he begins to load the gun. At the starboard Cal and Lovejoy arrive in time to see Murdoch lowering his last boat.
"We're too late!"
"There are still some boats forward. Stay with this one... Murdoch. He seems to be quite... practical." Lovejoy says. Down below there is another panic. Boat 13, already in the water but still attached to its falls, is pushed aft by the discharged water being pumped out of the ship. It winds up directly under boat 15, which is coming down, right on top of it. The passengers shout in panic to the crew above to stop lowering. They are ignored. Some men put their hands up, trying futilely to keep the 5 tons of boat 15 from crushing them. Fred Barrett, the stoker, gets out his knife and leaps to the after falls, climbing rudely over people. He cuts the aft falls while another crewman cuts the forward lines. 13 drifts out from beneath 15 just seconds before it touches the water with a slap. Cal, while looking down from the rail hears gunshots ring out...
"It's starting to fall apart. We don't have much time." Cal sees Murdoch turn from the davits of boat 15 and start walking toward the bow. He catches up and falls in beside him.
"Mr. Murdoch, I'm a businessman, as you know, and I have a business proposition for you." Cal says, as he stuffed the cash in Murdoch's coat pocket. Meanwhile, Jack, Thomas, Fabrizio and Tommy burst out onto the boat deck from the crew stairs just aft of the third funnel. They look at the empty davits.
"The boats are gone!" Thomas tries to hold his composure. He sees Colonel Gracie chugging forward along the deck, escorting two first class ladies.
"Colonel! Are there any boats left?" Thomas asked. The colonel stared at Thomas' bedraggled state, and raised an eyebrow, before continuing.
"Yes, sir... there are still a couple of boats all the way forward. This way, I'll lead you!" Jack grabs his hand and they sprint past Gracie, with Tommy and Fabrizio close behind. They passed a band, incredibly they are still playing. Jack, Thomas and the others run by.
"Music to drown by. Now I know I'm in First Class." Tommy says, trying to keep up with the group.