The Earl of Manton and his family secure passage on the Titanic under a cloud of scandal surrounding his daughter, Georgiana. Meanwhile, there's tension between the English and American staff and crew man Jim Maloney attempts to smuggle his wife and children on board.

When Italian stoker Mario Sandrini blags himself a job on Titanic he is instantly smitten with cabin steward Annie Desmond. Watson loiters in steerage and Barnes is shocked to discover why. Meanwhile, Paolo startles Annie with an impulsive gesture. Mary finally lets her guard down with Peter Lubov, enraging her husband Jim. But their argument is interrupted when the iceberg strikes, and fear builds in steerage as passengers find themselves behind locked gates. Lubov helps Mary and her children escape, but in the scramble for lifeboats Mary's terrified daughter bolts back inside the sinking ship.