Director Wolfgang Petersen (The Perfect Storm) explains, "We started from scratch with an all-new screenplay and original, contemporary characters. Our story is in those characters, what they experience as individuals and as a group, and the way their journey ends."

  The huge cast includes Josh Lucas as professional gambler Dylan Johns, whose first thought is how to save himself. "He doesn't want to take on any respon-sibility for saving the others, thinking it might slow him down," says Lucas.

  Playing the polar opposite is Kurt Russell as Robert Ramsey, a former firefighter. He's in full hero mode, helping other passengers as he tries desperately to make his way to his 19-year-old daughter Jennifer (Emmy Rossum), last seen in the disco with her boyfriend. Ramsay finds himself trapped one floor below in the ballroom when the ship flips over. Russell notes, "When a ship capsizes like that, you only have two choices: you can stay in this one room where there's still some air and hope you'll be rescued before the ship goes down completely, or you can trust that feeling inside that tells you to take matters into your own hands and try to save your own life."

  The action sequences required the actors to perform some pretty wild stunts. Lucas recalls, "My character has to jump into this pool and swim underneath it with a fire hose to create a connection between the two sides. I had to come up at just the right spot and it was pretty hot and terrifying."

  Rossum didn't realize until she arrived on set just how taxing some of the shots would be. "We were swimming 20 feet underwater in a tight corridor or sling-shotting across a three-story drop with just a harness and no safety net," she says. "It took a lot of courage, but I came to realize that fear is 85 percent mental. Once you conquer that, everything is easier."

  Not that Poseidon is all action. Lighter moments are provided courtesy of Richard Nelson, played by Richard Dreyfuss. "He ends up being a real source of encouragement and even humor to the other survivors," explains Dreyfuss. Behind the scenes, the veteran actor was a source of one-liners for cast mates and crew, and even poked fun at his Jaws fame by joking that Petersen admired his "underwater acting."

  Petersen says Poseidon shows how people respond when the chips are down. "In a disaster you really get to see who people are inside, with the artifice and the normal conventions of life stripped away," he says. "Life-or-death decisions are made in seconds. When you see how people react and how they behave in extreme situations you know what they're made of."

- Alexandra Heilbron