As the crew returns from delivering a package to the cannibal planet "Cannibalon", they learn that the professor is thanking them for not reporting him for his constant safety violations with tickets for a space cruise on the Titanic.
The crew arrives as the Mayor of NNY introduces the captain of the Titanic, Zapp Brannigan. They christen the ship "Titanic" by smashing the Jar of Leonardo DiCaprio on the side of the ship. While welcoming passengers onto the ship, Zapp is excited when he sees Leela boarding the Titanic, and Zapp begins seducing her. To get away, Leela informs Zapp that she has a fiance, Fry.
As the Titanic departs, the crew visits the Professor's 1st class stateroom and Bender sees a beautiful female robot, but loses sight of her. Hermes, his wife, and Zoidberg get to share the Professor's room, while the rest of the crew stays in the 3rd class "Fiesta Deck", which is very gloomy.
Bender leaves to go to the Casino, and Amy heads to the buffet as Zapp Brannigan comes for a Captain's Inspection. While cheating in the Casino, Bender loses all his money, so he heads to the bar where he sees the same Female Robot from the 1st class deck. Bender introduces himself and she introduces herself as the Countess De La Roca and thinks Bender is 1st Class. When she isn't looking, Bender steals a wad of cash from her.
In the Captain's Room, Zapp tells Kif that he has an itch for adventure. So he decides that instead of going in a straight course, they will dodge a swarm of comets to their destination, and that they will lower the ship's shields.
While at the buffet, Amy runs into her parents and they try to make Amy have children with a fat man who is nearby. Thinking quickly, Amy says she already has a boyfriend, and her parents ask why he isn't there making babies with her.
Outside, Fry and Leela are watching a nearby nebula. As Leela questions the whole fake fiance thing, Zapp approaches them and she kisses Fry. Zapp lets Leela know if things don't work out with Fry, he's willing to date her. As Zapp leaves, Amy approaches Fry telling her parents that he is her boyfriend and kisses him, making Leela jealous. Later on, when Leela asks if Fry is actually going out with Amy, he tells her that Amy is faking it too, and realizes Leela seems jealous.
While Bender is in the Countess' room he begins stealing jewelry, but decides to put it back. He heads to the bar and finds out he's in love, but he can never date the Countess. When he doesn't pay for his drink, the Guards begin beating him; the Countess sees and pays for his drink.
On the deck everybody is limboing, bringing back some painful memories of Hermes' old Limbo Career, revealing that a little boy died impersonating him. Zapp reveals Leela is the winner of the Limbo contest, although she didn't play. Leela and Fry are invited to dine with the Captain. Bender reveals to the Countess is poor, and she doesn't care. They begin copying scenes from the Titanic movie.
While dining with Zapp, Amy and her parents arrive and dine with them, causing trouble for Fry. When Zapp proposes a toast to the happy couple, Fry begins stalling because he doesn't know which woman to kiss, and the ship begins to rumble, and Zapp exits to his quarters and sets course to a black hole. Fry and Leela discuss the fake relationships and notice everybody has a date. They begin to kiss when the ship shakes and they see the black hole. Zapp tells Kif that he is the new captain and he has to go down with the ship.
While Fry and company are running for the escape pods, Bender heads back for the Countess. Bender finds her surrounded by fire and he saves her. But the room they are in fills with water. While Fry and the others are trapped, Hermes limbos through a tiny opening under the door and opens the hatch. Bender and the Countess escape by turning the Countess into a yacht.
When the crew arrives at the escape pods, Amy meets Kif and falls in love. As the crew boards the pods, they are pulled to the Black hole and Bender arrives. But they are 2 tons overweight to move. The Countess decides to let go and leave Bender with her Jewels. As they leave Bender is comforted by Fry but its hopeless. Bender asks Hermes how much the Jewel is worth and Hermes says "Its Fake Mon".