THE TITANIC. Or what is left of her. Mir One goes up and over the bow railing, intact except for an overgrowth of "rusticals" draping it like mutated Spanish moss.

TIGHT ON THE EYEPIECE MONITOR of a video camcorder. Brock Lovett's face fills the BLACK AND WHITE FRAME.

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OUTSIDE THE SUB, the ROV, a small orange and black robot called SNOOP DOG, lifts from it's cradle and flies forward.

Snoop Dog goes down several decks, then moves laterally into the First Class Reception room.

SNOOP'S POV, moving through the cavernous interior. The remains of the ornate handcarved woodwork which gave the ship it's elegance move through the floodlights, the lines blurred by slow dissolution and descending rustical formations. Stalactites of rust hang down so that at times it looks like a natural grotto, then the scene shifts and the lines of a ghostly undersea mansion can be seen again.

MONTAGE STYLE, as Snoop passes ghostly images of Titanic's opulence:

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A grand piano in amazingly good shape, crashes on it's side against a wall. The keys gleam black and white in the lights.

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A chandelier, still hanging from the ceiling by it's wire... glinting as Snoop moves around it.

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It's lights play across the floor, revealing a champagne bottle, them some WHITE STAR LINE china... a woman�s high top "granny shoe". Then something eerie: what looks like a child�s skull resolves into the porcelain head of a doll.

Snoop enters a corridor which is much better preserved. Here and there a door still hangs on it's rusted hinges. An ornate piece of molding, a wall sonce... hint at the grandeur of the past.

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THE ROV turns and goes through a black doorway, entering room B-52, the sitting room of a "promenade suite", one of the most luxurious staterooms on Titanic.

CUT TO:

THE SAFE, dripping wet in the afternoon sun, is lowered onto the deck of a ship by a winch cable.

We are on the Russian research vessel AKADEMIK MISTISLAV KELDYSH. A crowd has gathered, including most of the crew of KELDYSH, the sub crews, and a handwringing money guy named BOBBY BUELL who represents the limited partners. There is also a documentary video crew, hired by Lovett to cover his moment of glory.

Everyone crowds around the safe. In the background Mir Two is being lowered into its cradle on deck by a massive hydraulic arm. Mir One is already recovered with Lewis Bodine following Brock Lovett as he bounds over to the safe like a kid on Christmas morning.

CUT TO:

Technicians are carefully removing some papers from the safe and placing them in a tray of water to separate them safely. Nearby, other artifacts from the stateroom are being washed and preserved.

Buell is on the satellite phone with the INVESTORS. Lovett is yelling at the video crew.

Brock looks closely at the drawing, which is in excellent shape, though its edges have partially disintegrated. The woman is beautiful, and beautifully rendered. In her late teens or early twenties, she is nude, though posed with a kind of casual modesty. She is on an Empire divan, in a pool of light that seems to radiate outward from her eyes. Scrawled in the lower right corner is the date: April 14. 1912. And the initials JD.

The girl is not entirely nude. At her throat is a diamond necklace with one large stone hanging in the center.

Lovett grabs a reference photo from the clutter on the lab table. It is a period black-and- white photo of a diamond necklace on a black velvet jeweler�s display stand. He holds it next to the drawing. It is clearly the same piece... a complex setting with a massive central stone which is almost heart-shaped.

CUT TO:

A CNN NEWS STORY: a live satellite feed from the deck of the Kelysh, intercut with the CNN studio.

CUT TO:

PULL BACK from the screen, showing the CNN report playing on a TV set in the living room of a small rustic house. It's full of ceramics, figurines, folk art, the walls crammed with drawings and paintings... things collected over a lifetime.

PANNING to show a glassed-in studio attached to the house. Outside is a quiet morning in Ojai, California. In the studio, amid incredible clutter, an ANCIENT WOMAN is throwing a pot on a potter's wheel. The liquid red clay covers her hands... hands that are gnarled and age-spotted, but still surprisingly strong and supple. A woman in here early forties assists her.

But her eyes are just as bright and alive as those of a young girl.

Rose gets up and walks into the living room, wiping pottery clay from her hands with a rag. A Pomeranian dog gets up and comes in with her.

The younger woman, LIZZY CALVERT, rushes to help her.

CUT TO:

CUT TO KELDYSH. The Mir subs are being launched. Mir Two is already in the water, and Lovett is getting ready to climb into Mir One when Bobby Buell runs up to him.

CUT TO:

Buell hands Lovett the phone, punching down the blinking line. The call is from Rose an we see both ends of the conversation. She is in her kitchen with a mystified Lizzy.

CUT TO:

CLOSE ON A WINDOW of the monster helicopter. Roses face is visible, looking out calmly.

CUT TO:

Brock and Bodine are watching Mir Two being swung over the side to start a dive.

CUT TO:

IN A THUNDERING DOWNBLAST the helicopter's wheels bounce on the helipad.

Lovett, Buell and Bodine watch as the HELICOPTER CREW CHIEF hands out about ten suitcases, and then Rose is lowered to the deck in a wheelchair by Keldysh crewmen. Lizzy, ducking unnecessarily under the rotor, follows her out, carrying FREDDY the Pomeranian. The crew chief hands a puzzled Keldysh crewmember a goldfish bowl with several fish in it. Rose does not travel light.

HOLD ON the incongruous image of this little old lady, looking impossibly fragile amongst all the high tech gear, grungy deck crew and gigantic equipment.

CUT TO:

Lizzy is unpacking Rose's things in the small utilitarian room. Rose is placing a number of FRAMED PHOTOS on the bureau, arranging them carefully next to the fishbowl. Brock and Bodine are in the doorway.

CUT TO:

Rose looks at the drawing in its tray of water, confronting herself across a span of 84 years. Until they can figure out the best way to preserve it, they have to keep it immersed. It sways and ripples, almost as if alive.

TIGHT ON Roses ancient eyes, gazing at the drawing.

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FLASHCUT of a man's hand, holding a conte crayon, deftly creating a shoulder and the shape of her hair with two efficient lines.

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THE WOMAN'S FACE IN THE DRAWING, dancing under the water.

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A FLASHCUT of a man's eyes, just visible over the top of a sketching pad. They look up suddenly, right into the LENS. Soft eyes, but fearlessly direct.

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Rose smiles, remembering. Brock has the reference photo of the necklace in his hand.

CUT TO:

It is a darkened room lined with TV monitors. IMAGES OF THE WRECK fill the screens, fed from Mir One and Two, and the two ROV's, snoop Dog and DUNCAN.

A VIEW from one of the subs TRACKING SLOWLY over the boat deck. Rose recognizes one of the Wellin davits, still in place. She hears ghostly waltz music. The faint and echoing sound of an officer's voice, English accented, calling "Women and children only".

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FLASHCUTS of screaming faces in a running crowd. Pandemonium and terror. People crying, praying, kneeling on the deck. Just impressions... flashes in the dark.

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Rose looks at another monitor. SNOOP DOG moving down a rusted debris-filled corridor. Rose watches the endless row of doorways sliding past, like dark mouths.

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IMAGES OF A CHILD, three years old, standing ankle deep in the water in the middle of an endless corridor. The child is lost and alone, crying.

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Rose is shaken by the flood of memories and emotions. Her eyes well up and she puts her head down, sobbing quietly.

MATCH DISSOLVE:

SHOT CONTINUES IN A GLORIOUS REVEL as the gleaming white superstructure of Titanic rises mountainously beyond the rail, and above that of the buff-colored funnels stand against the sky like the pillars of a great temple. Crewmen move across the boat deck, dwarfed by the awesome scale of the steamer.

Southampton, England, April 10, 1912. it is almost noon on sailing day. A crowd of hundreds blackens the pier next to Titanic like ants on a jelly sandwich.

IN FG a gorgeous burgundy RENAULT TOURING CAR swings into frame, hanging from a loading crane. It is lowered toward HATCH #2.

On the pier horsedrawn vehicles, motorcars and lorries move slowly through the dense throng. The atmosphere is one of excitement and general giddiness. People embrace in tearful farewells, or wave and shout bon voyage wishes to friends and relatives on the decks above.

A white RENAULT, leading a silver-gray DAIMLER-BENZ, pushes through the crowd leaving a wake in the press of people. Around the handsome cars people are streaming to board the ship, jostling with hustling seamen and stokers, porters and barking WHITE STAR LINE officials.

The Renault stops and the LIVERIED DRIVER scurries to open the door for a YOUNG WOMAN dressed in a stunning white and purple outfit, with an enormous feathered hat. She is 17 years old and beautiful, regal of bearing, with piercing eyes.

It is the gi rl in the drawing. ROSE. She looks up at the ship, taking it in with cool appraisal.

This entire entourage of rich Americans is impeccably turned out, a quintessential example of the Edwardian upper class, complete with servants. Cal's VALET SPICER
LOVEJOY, it tall and impassive, dour as an undertaker. Behind him emerge TWO MAIDS, personal servants to Ruth and Rose.

A WHITE STAR LINE PORTER scurries toward them, harried by last minute loading.

Cal breezes on, leaving the minions to scramble. He quickly checks his pocket watch.