Elizabeth and her family board the Titanic. Her father is a famous Duke and is very prominent in the whaling business. He and Elizabeth's stepmother, Rachel have arranged for Elizabeth to marry Mr. Evarard Maltravers, a rich whaler. Unknown to the Duke, the marriage is actually a scheme concocted by his wife and Maltravers to gain worldwide whaling rights for themselves, and asserts that the marriage is what's best for his daughter. Elizabeth sees several gypsies dancing at the dock and happily watches them. A gypsy man named Don Juan is dancing with his dog Smiley. He notices Elizabeth and sends Smiley to see her. When Elizabeth takes off one of her gloves to pet Smiley, Smiley snatches it and takes it back to Juan. Juan looks at Elizabeth and the two instantly fall in love. The Titanic then sets off to sea from Southampton on her first, and only, voyage.
Conners and Ronny learn all about what's going on with Elizabeth by their observations during their trips throughout the ship's ventilation system. They are appalled by the way Elizabeth is being treated badly and decide to help her. When Elizabeth goes to the bow of the ship that night, some dolphins talk to her due to some magic moonbeams catching her tears. The dolphins jump very high out of the water and seem to levitate. They tell her of Maltravers's evil scheme. Maltravers's manservant Geoffreys spies on Elizabeth's activities and uses a special whistle at the stern of the ship to call the criminal shark named Mr. Ice and use him for causing destruction.
Conners and Ronny introduce themselves to Elizabeth and offer to help her. Listening to their advice, Elizabeth tells her father she doesn't want to marry Maltravers. He listens to his daughter and tells her that he will never force her to do something she doesn't want to do. Meanwhile, Smiley tries to look for Elizabeth to cheer up Juan. After he unsuccessfully tries to find her in the ship's ballroom, he meets Conners and Ronny, who agree to help arrange a meeting and dance for Elizabeth and Juan. The meeting goes according to schedule and Elizabeth and Juan dance together before sharing their first kiss.
Elizabeth tells her father that she wants to marry Juan, and he agrees, but Elizabeth's stepmother is furious. Following an argument with Elizabeth, she storms off in anger. Elizabeth's stepmother and Maltravers decide to resort to drastic measures, as it is clear that Elizabeth will not marry him. They decide to sink the Titanic using the help of Mr. Ice and his gang of criminal sharks.
Onboard the Titanic, the Duke is forced to sign the whaling concession at gunpoint, after which Maltravers and his entourage flee the ship in a lifeboat.
While the Titanic was sinking, Elizabeth and Juan manage to save her father, who is still tied up in a chair by Maltravers, and manage to put him on a lifeboat. Suddenly, several whales and dolphins arrive to help with the rescue. Elizabeth, Juan, Conners, Ronny, and Smiley jump off the now-perpendicular stern and jump into the water, and they are saved by a whale as well. In the morning, the passengers are taken aboard the RMS Carpathia.
The Carpathia arrives in New York and disembarks the passengers. Elizabeth and Juan are married, as are Conners and Stella.