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Passengers, many in dressing gowns, came topside when the rumble of the Titanic's engines stopped shortly before midnight. Under a starry sky, they cupped snowballs from bits of ice on the deck, shaved from the iceberg when the luxury liner scraped alongside.

Most of the 2,228 men, women and children on board were unaware there had been a collision.

In three hours, most of them would die.

"By the time we got up there, we weren't even attempting to board the life boats. People were quite sure nothing would happen. This was the Titanic. It wouldn't sink," says Eva Hart, then but a girl, now a grandmother, her incredulous voice captured on audiotape for visitors to "Titanic," an exhibit that opened Thursday in Memphis.

And as she speaks in the dimly lit, dark-blue gallery No. 6, the show does what it must do: Puts a visitor on the doomed ship on April 14, 1912, before the frigid water gushes in and swallows the gold-rimmed china, the unopened jars of olives, the ivory hairbrushes, the sweetly personal letters, the telegraph that could not relay the order to stop engines in time to save the 1,523 who would perish.

"We're all going to die. In those circumstances, what would we do?" says Denis Cochrane, cutting to the heart of why a shipwreck 85 years ago still fascinates today.

Cochrane of London is a collector of Titanic memorabilia who loaned 85 of the 400 or so objects in the exhibit. Most of the remainder were salvaged from the sea floor, Titanic's "debris field."

The exhibit travels to St. Petersburg Nov. 15 through May 15, 1998. The Florida International Museum hopes to shed its debt-ridden past and ride "Titanic" to a fiscally sound future. Memphis sold 130,000 tickets before opening day, more than any of the six previous shows in its city-run cultural series.

The challenge of "Titanic, The Exhibition" is to stage a show whose centerpiece still lies in pieces at the bottom of the North Atlantic.

At times, the presentation has all the oomph of an outdated science textbook.

More frequently, however, "Titanic" takes one on a sensory trip to a time when the unfathomably rich built and sailed on the most opulent ships ever conceived, when one's place in the world was as defined as one's deck level on the only transportation across the ocean.

In the end, distinctions mattered not.

First-class passenger Benjamin Guggenheim, who changed from bedclothes to formal eveningwear as the ship began to list, and ship steward Athol Broome, whose rust-spotted and papery white cotton jacket now lies in a glass display case, were equally powerless to cheat death.

The 13 galleries, constructed in 30,000-square-feet of Memphis' sports arena, the Pyramid, skillfully employ multimedia _ from scale models of the Titanic, enlarged photographs of rooms and people, painted wall murals of the sinking and a virtual reality tour of the ship's interior by CyberFlix Inc. _ to elaborate on the objects.

Introductory galleries include an 18-foot-long model of the ship, with four smokestacks (one added for vanity), its blueprints, and a 5,000-pound, 6-foot-wide bearing ring recovered from the ocean floor. Here, too, are china plates and cups with the White Star Line logo, which survived the 2{-mile plummet and an impact that smashed the ship into sections.

Constructed with a series of watertight compartments, the "unsinkable" Titanic sailed on its maiden voyage from Southampton to New York with 16 wooden lifeboats, exceeding government regulations but far short of the originally planned 64.

Maritime buffs will be enthralled by a triple ship's whistle and a two-ton bollard, a thick post used to secure ropes and perhaps the largest object recovered from the ship.

But it is the detritus of daily life that is most evocative: bow ties, spectacles, wallets and hairpins. There are handwritten letters _ paper and ink that survived 80 years underwater to today conjure the ghost of the writer. There is a tiny gold bracelet with the name "Amy" in diamond script.

"Who was Amy?" the narrator asks. "No one has ever claimed this piece."

What elevates the exhibit above a history museum is the orchestration of emotions and senses. Flooring and finishes shift from the black-and-white-checkerboard linoleum of one of two restaurants to the rich wood paneling of the grand reception room. Lighting changes from bright and cheery in the green-latticed gallery re-creating the Veranda Cafe, to the moody shadows of the "Day of Reckoning" rooms.

A cork-filled life jacket stands alone, a stark monument to those who succumbed to the freezing waters as half-filled lifeboats bobbed in the distance.

Death's inevitability is illuminated by glowing portholes above a wooden deck. Opposite is a ship's railing and a dangling pair of empty lifeboat hooks. The last boat lowered had seats for 47. More than 1,500 were still on board. The view over the railing is of black, pitiless night.

The tragic tale of the Titanic sparked an explosion of tabloid-style newspaper headlines, books, popular songs and typically bad movies, showcased in one of the galleries. Titanic mania continues today. A movie directed by James Cameron and already sinking under budget overruns is due this summer; a broadway musical will open later this month, if producers can get the malfunctioning prop Titanic to sink.

More than 100 Titanic buffs are gathered in Memphis this weekend to socialize and nitpick, as is their wont.

There are shortcomings in the exhibit, albeit some unsolvable. About midway through the approximately two-hour tour, one longs to see the ship, to descend into its corridors, even to sail to the spot above it.

For the Titanic neophyte, the failure to creatively explain ongoing exploration and conservation efforts is disappointing. It the first major exhibit of artifacts recovered by the New York-based RMS Titanic Inc., the legal salvager. But a gallery with a scale model of the Nautile, a manned, submersible vehicle used to recover objects, contains little else of interest.

How did they preserve the steward's jacket, the unshelled nuts, the water-stained cigarettes, the scrap of paper for one admittance to the ships's Turkish baths? Why does a teacup survive virtually unscratched but a weighty porthole with inches-thick glass sustain brutal cracks?

Restoration procedures at the LP3 Conservation labs in France would be fascinating in a video, even better in interactive displays or demonstrations.

RMS Titanic president George Tulloch is bewitched by the ship.

"There is a moment when you first arrive at the Titanic coordinates, when it is impossible not to be overcome with emotion. It is impossible not to want to be alone."

He is speaking at a news conference. His words should be shared on the audio guide or in a press-and-listen display.

Criticisms that removal of objects from the site is akin to grave-robbing are countered with the argument that the world must preserve history that will otherwise be lost to deterioration. A grand opening for the exhibit, designed as a duly respectful remembrance, is scheduled on the April 15 anniversary of the sinking.

Still, it is offensive to leave the final gallery, filled with the faces and words of those who survived and perished, and walk into a gift shop where Titanic float rings for children are on sale.

RMS must recover millions of dollars for investors who have financed the salvage operations, including the director of the exhibit and Memphis city employee Jon Thompson. Memphis has spent $6-million on the show. St. Petersburg will spend almost as much. As with previous blockbusters in both cities, a half-million people must visit to simply break even.

Such broad appeal is possible with the multiple layers of the Titanic story. There is man's false smugness that technology can overpower Mother Nature, his interest in things nautical. We are endlessly curious about the rich and famous. We are inexorably drawn to disasters.

Yet no previous show has asked us to become Egyptian pharaohs or Russian kings to view their treasures. The abundance of czarist jewelry and shimmer of golden Greek victory wreaths is missing.

To fully appreciate the exhibit "Titanic," one must instead become part of the story and take a ride into human emotions.

A scale model of the Titanic depicts how the actual vessel rests on the ocean floor. When the ship went down, it broke into two pieces; the other half lies about a half-mile away.

Tapestries with quotes and pictures from Titanic survivors hang from the ceiling, contrasting with rubbings from the gravestones of victims that adorn the walls. This is the last exhibit in the show.

A re-creation features portholes where light comes through as if the viewer were inside a room aboard the ship, complete with stars and the sound of the sea. In the glass case is the aluminum megaphone used by the captain to give his final order to the crew of the sinking ship.