Ronald Neame, a British-born director with a gentlemanly style of speaking, thought he and his movie were sunk.

Gene Hackman, as a rebellious reverend, helps a fellow passenger in the 1972 "The Poseidon Adventure."

"People between the ages of 10 and 15 absolutely loved it. Our more sophisticated critics absolutely hated it, and when it was finished, the press slaughtered us, and I thought we had a flop on our hands, but history has proved me wrong."

"The Poseidon Adventure" became a hit after its December 1972 release, won Academy Awards for best song and visual effects, set the standard for disaster movies of the era and confirmed producer Irwin Allen as the master of disaster. It also spawned "Beyond the Poseidon Adventure" and this week's "Poseidon."

Neame, who recently turned 95, shares his remembrances (including the one above) on a new two-disc edition of "The Poseidon Adventure."

He diplomatically concedes he should have reined in stars Gene Hackman and Ernest Borgnine, who didn't just chew the scenery but gnawed it to the bone. "Maybe, on hindsight, I should have held both Ernie and Gene down a little bit," he says on one of the full-length commentaries.

Hackman felt he was "slumming it" after winning an Academy Award for playing Popeye Doyle in "The French Connection." But, Neame adds, "We all thought we were slumming it a bit, except perhaps Irwin Allen, who had tremendous faith in it from the word go."

Among other tidbits from Neame: Shelley Winters filmed her death scene to opera music; actress Carol Lynley was terrified of heights, just like her character; and some of the crew and a running camera slipped under the water during a scene in which Hackman rescued the precocious boy played by Eric Shea.

Plans called for an ending in which the handful of survivors would emerge from the S.S. Poseidon to see a flotilla of waiting ships. The budget was exhausted by that point, so the half-dozen passengers are whisked away by chopper in a tightly composed shot.

As "Poseidon," based on the same Paul Gallico novel that inspired the 1970s adventure, opens, we look at how the two movies stack up:

BUDGET

1972: $5 million (nearly $24 million in today's dollars).

2006: Estimated $140 million.

RUNNING TIME

1972: 117 minutes.

2006: 98 minutes.

RATING

1972: PG.

2006: PG-13 for intense prolonged sequences of disaster and peril.

DIRECTOR

1972: British cinematographer-turned-director Ronald Neame. Although picked by the head of 20th Century Fox for the job, he was an unusual choice, given his previous work, such as the musical "Scrooge," "The Prime of Miss Jean Brodie" and "The Chalk Garden."

2006: Must be something in the water; that's where the German-born Wolfgang Petersen does some of his best work. The 65-year-old earned Oscar nominations for writing and directing the submarine drama "Das Boot" and later made "The Perfect Storm."

STAR POWER

1972: Gene Hackman won the Academy Award for "The French Connection" in April, just as "Poseidon" was starting to shoot. Ensemble also included Shelley Winters, Ernest Borgnine, Red Buttons, Roddy McDowall, Stella Stevens, Jack Albertson, Carol Lynley, Pamela Sue Martin and young Eric Shea.

2006: Not a lot of Oscar power here, just Richard Dreyfuss as a suicidal architect who wears a gaudy diamond earring, apparently to telegraph that he's gay. He's joined by Josh Lucas, Kurt Russell, Emmy Rossum, Mike Vogel, Jacinda Barrett, 10-year-old Jimmy Bennett, Mia Maestro, Freddy Rodriguez and Andre Braugher.

MANO A MANO

1972: Hackman vs. Borgnine. Hackman is a rebellious reverend while Borgnine is a cop married to a former prostitute. They bicker and boil over, and when Hackman sacrifices himself, he barks one last order to the detective: "Get them through!"

2006: Lucas vs. Russell, although they're practically best buddies compared to the previous pair. Lucas is a professional gambler and ex-Navy man while Russell is a former firefighter and an ex-New York mayor.

TOP PROP

1972: A towering Christmas tree, which the hardy band of survivors use to climb out of the ballroom.

2006: Although there are multimillion-dollar set pieces and an air shaft that will give you claustrophobia from across the theater, a simple cross necklace comes in handy.

WOMEN'S WEAR DAILY

1972: As we know, Ginger Rogers did everything Fred Astaire did but backward and in high heels. The women here, except for Winters, did everything the men did, but in short shorts or no shorts, in the case of Stella Stevens, who shucked her evening gown and donned Borgnine's oversize shirt. They also were saddled with platforms or heels.

2006: Although the women's tops may be a trifle low (at least for the overly protective dad played by Russell), no one is stuck with the impractical wardrobe or footwear of their predecessors.

CHARTING A COURSE

1972: The S.S. Poseidon is en route from New York to Athens when a subsea earthquake creates a 90-foot tidal wave that capsizes the boat as the New Year arrives.

2006: A rogue wave creates a wall of water 150 feet high. It bears down on the luxury cruise ship, pitching it to one side and then rolling it over as the New Year arrives.

SHIP SHAPE

1972: The original combined shots aboard the RMS Queen Mary in Long Beach, Calif., and a 25-foot model. Sets were also built so the passengers could crawl around a ballroom or barber shop turned upside down.

2006: The ocean, exteriors and the 20-story ocean liner were created with computer graphics while interiors were built the old-fashioned way on five Warner Bros. soundstages.

CAPTAIN, MY CAPTAIN

1972: Don't call him Shirley, call him Captain. Leslie Nielsen played it straight, even though his appearance now produces titters. It's with a poker face that he delivers lines such as, "Dammit, man, the Poseidon is too fine a lady to be rushed to the junk yard on her last voyage."

2006: Andre Braugher, an Emmy winner for "Homicide," is the captain, who delivers a champagne toast minutes before the ship is slapped by the wave.

MVP

1972: Winters put on 35 pounds to play a plump retiree headed to Israel with her husband. She was a very good swimmer -- Johnny Weissmuller taught her years earlier in Brooklyn -- when hired to play the "underwater swimming champion of New York, three years running." Nominated for a Supporting Actress Oscar, she lost to Eileen Heckart from "Butterflies Are Free."

2006: Lucas, who fell nearly 15 feet during filming. He landed on his hand and tore ligaments in his thumb so severely that he needed surgery. He's the leader of this band with eyes so beautifully blue you wonder if he's wearing contacts to enhance the color.

SONGBIRDS

1972: Al Kasha and Joel Hirschhorn were given a day to write what became "The Morning After." They hired Renee Armand to sing for Carol Lynley and watched their tune become a worldwide hit for Maureen McGovern. As Kasha suspected as soon as they finished the song, they won the Oscar.

2006: Fergie (Stacy Ferguson) from the Black Eyed Peas plays the ship's headliner. In addition to "Auld Lang Syne," she performs a ballad, "Won't Let You Fall," and a dance number called "Bailamos."

RELIGION CLASS

1972: Hackman's renegade reverend delivers a shipboard sermon setting up the themes and challenges of the movie. "Don't pray to God to solve your problems; pray to that part of God within you. ... Resolve to fight for yourselves and for others and for those you love." He later sacrifices himself to save the group, and it's a little child who leads them.

2006: The most overtly religious character is stowaway Elena (Mia Maestro) headed to New York to visit her ailing brother. She prays, "I know it's been a while, God, and I've been out of touch, but please be with me." Another character quietly mutters, "God rest our souls."

LUDICROUS LINE

1972: After Winters succumbs to a heart attack, Hackman cries, "Oh God! God, not this woman, not this woman." It's not the line but the way Hackman oversells its.

2006: Before attempting a life-threatening maneuver, Mike Vogel turns to Emmy Rossum and says, "I need you to tell me you love me." Sure, we've got all the time in the world.