As the RMS Titanic sails on her maiden voyage in 1912, a disparate group of passengers are on board: A married woman (Catherine Zeta Jones) returning home meets a former lover (Peter Gallagher) and renews their romance. An unstable nanny (Felicity Waterman) is in charge of two children. A thief (Mike Doyle) plots with the ship's purser (Tim Curry) to rob the wealthy passengers. A young girl (Sonsee Neu) emigrates from Denmark with a religious family. A selfish society woman (Eva Marie Saint) hopes to find a suitable match for her daughter (Molly Parker) and the wealthy nouveau riche Denver millionairess Molly Brown (Marilu Henner). The story of the Titanic disaster is a fascinating one that is near fool proof material. What determines the quality of the film is usually the backstories of the passengers. It is here where this version is lacking. The Zeta Jones/Gallagher romance is decent enough but some of the other story lines are poorly executed like the wacky nanny and there's an unpleasant rape sequence that seems exploitative rather than integral to the narrative. Some of the acting is shockingly poor especially Tim Curry who plays his role like a silent movie villain that you almost expect him to twirl his mustache! Directed by Robert Lieberman. With George C. Scott as the ship's Captain (he and Saint give the film's best performances), Roger Rees, Harley Jane Kozak, Scott Hylands and Kevin Conway.