- The captain tells his crew to issue a distress call.
- Then, we see the crew readying the lifeboats as the passengers continue partying inside, apparently either oblivious or in denial.
- Mr. Andrews walks around in disbelief. Rose corners him and asks him to tell her the truth about what's going on.
- He tells her the ship is definitely going to sink.
- Cal overhears. Mr. Andrews tells Rose to get to a boat quickly, reminding her what he told her about the boats—you know, that there aren't enough.
- Down below, Jack's being handcuffed to a pipe. Lovejoy watches him.
- Back above, the captain learns that it will take the nearest ship four hours to get to them. They start trying to get people on the boats, women and children first.
- The band comes out to play for passengers.
- Below, the non-first-class folks find that their way to the deck has been blocked. Yeah; they're being trapped below.
- The boats that are going into the water aren't very full at all.
- The crew sends up flares. We see from a distance how far into the water the ships nose has already gone.