Unlike the sober, documentary-like account of the ill-fated vessel in A Night to Remember, Titanic isn't concerned with tracking an ensemble of seafarers. Instead, it focuses on the fictional characters of first-class passenger Rose DeWitt Bukater (Kate Winslet), a sheltered 17-year-old society girl, and third-class passenger Jack Dawson (Leonardo DiCaprio), a young, penniless artist who wins his ticket in a last-minute poker game as the ship is boarding. Rose is being coerced by her manipulative mother (Frances Fisher) into a loveless marriage to a cold-hearted heir (Billy Zane); Jack is free of responsibility and eager to return to America. The disparate duo meet on the night Rose attempts to jump overboard, and a forbidden friendship blossoms into a passionate affair. Their story is told by the 101-year-old Rose (Gloria Stuart) to a grungy treasure hunter (Bill Paxton) on the quest for a legendary diamond that allegedly sank with the ship.

The perfect director for Titanic would combine Cameron's f/x virtuosity with John Sayles' ability to create multi-character mosaics of the human experience. The floating city inhabited by aristocrats and immigrants could have been a rich cinematic metaphor for the tumult that faced turn-of-the-century America. Instead, Cameron relies on old movie magic; Jack and Rose's shipboard romance feels like the old silent Perils of Pauline matinee serials. (As the heavy, Billy Zane is perfectly hissable — even without a twirled black mustache.) And though the dialogue is at times cheesy (Rose: "You have a gift. You see people." Jack: "I see you."), the stars have real chemistry. Winslet is particularly fine: radiant, intelligent, and plucky — she's as strong a Cameron heroine as Linda Hamilton (the Terminator films) or Sigourney Weaver (Aliens). Many of the film's best moments come from secondary players portraying real-life passengers, like the brazen "new moneyed" Molly Brown (Kathy Bates). And as boat Captain E.J. Smith and master shipbuilder Thomas Andrews, Bernard Hill and Victor Garber fill their small roles with tragic nobility.

Best of all, however, is the boat itself. Before we ever see his re-creation of the vessel, Cameron takes us to the bottom of the ocean to see the ghostly remains of the wreckage. In a long underwater tracking sequence, the camera homes in on a crystal chandelier and a dilapidated piano as we hear the faint sounds of ballroom music. It's a beautiful, haunting precursor to the thrilling finale of the ship's inevitable collapse. Titanic will take you by surprise as a romantic, fast-paced, entertaining spectacle that deserves to earn back every penny spent to produce it.