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| Clifton Webb | Richard Ward Sturges |
| Barbara Stanwyck | Julia Sturges |
| Robert Wagner | Gifford Rogers. |
| Audrey Dalton | Annette Sturges |
| Thelma Ritter | Maude Young |
| Brian Aherne | Captain E.J. Smith |
| Richard Basehart | George Healey |
| Allyn Joslyn | Earl Meeker |
| James Todd | Sandy Comstock |
| William Johnstone | John Jacob Astor |
| Charles B. Fitzsimons | Chief Officer Wilde |
| Barry Bernard | First Officer Murdock |
| Harper Carter | Norman Sturges |
| Edmund Purdom | Second Officer Lightoller |
Stuck in an unloving marriage, rich socialite Julia Sturges boards the Titanic with her two young children with the intent of divorcing her husband, Richard, when she arrives in the States. At the last minute, Richard discovers her plan and manages to get on board the ship in an attempt to convince her to stay with him. Their marital problems take a backseat, however, when the Titanic collides with an iceberg and begins its descent into history.
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