Italian stoker Mario Sandrini gets a job on the ship, and he also manages to secure passage for his brother Paolo, as the only foreign waiter in the first class dining saloon. Paolo instantly becomes smitten with cabin steward Annie Desmond. Watson brings Lady Manton's jewel case down to steerage, and Barnes is shocked to discover why. Meanwhile, Paolo startles Annie with an impulsive gesture. Mary finally lets her guard down with Peter, 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. Peter helps Mary and her children escape, and after Mario is dragged away by the two seamen, passengers from steerage manage to get up on deck, Jim and Peter in their midst. When up on deck the Earl of Manton helps Mary and the children into a lifeboat but, in the scramble for safety, Mary's terrified daughter Theresa bolts back inside the sinking ship, followed by her father. Mario and the other Italians from Gatti's Restaurant have been locked in a storage cupboard and, after Paolo sees Annie safely to a lifeboat, he goes in search of his brother. Paolo struggles to open the locked cupboard as the water quickly rises around him.