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Part one builds to a climax as a sailor washing plates reads the words "Give us this day our daily bread" on one of the plates. Becoming outraged, he breaks the plate. Eisenstein uses five angles of shots to cut into this well-documented, time stretched sequence. Here he uses the pattern of 1-2-3-4-3-4-5-3-2-4-2, moving us not only in and out but around the action as well. "Dividing an action into such a process analyzes the event and makes it more violent, more purposeful, and more memorable as a pivotal point in the film. The edited version of action (six seconds without the fade-out) takes longer than the physical act itself if one could perform it."⁶

Part Two begins as the sailors are called into formation on the main deck to be reprimanded by their Captain for not eating the soup made from the rotten meat. Here we see excellent geometric designs of people as the Captain addresses the men. To make his point clear to the sailors, the Captain has a small number of sailors put before the firing squad. But before the men are sacrificed it is Vakulinchuk who calls to the armed guards, asking them if they know who they are shooting. As the men falter, an enraged Officer steps in front of the squadron yelling for them to fire and the mutiny begins.

While the sailors are being yelled at, before the mutiny actually begins, the ship's Chaplain makes his appearance. His white hair sticks out in all directions as he pounds a cross into his palm (the cross seeming more like a hammer, than a religious symbol). Sergei M. Eisenstein, the director, plays this role himself. During the mutiny, the cross falls from the Chaplain's hands and lands like an Ax, sticking into the deck. Even though the editing of this scene wasn't notable, the scene itself is memorable.

As the Mutiny comenses, the circular montage feel is evident at times, but the battle between sailors and Officers is almost ten minutes long. Following the men all around the ship's decks, the sequence ends with Vakulinchuk getting shot and falling into the sea to his death. In these scenes we see a shot composition used by Eisenstein, the two-to-three layered people shots. If a row of people are running from left to right along the lower screen, then it is likely to see people in the background moving in a slightly or dramatically different angle and depth depending on who they were. Eisenstein uses this often, creating unison or collision in a single shot. Also the usage of shadows, particularly through the ship's grating is exaggerated. When the Captain goes to talk to the ship's cook, to check on the soup, he talks to the cook with half his face covered in textured shadows.

As the mutiny ends, sailors see Vakulinchuk fall into the water. Many jump overboard to help him but he is dead when brought back onto the ship. Sailors place him into a small boat and take him to the shore. This is how the second part ends.

The first sequence of shots of boats entering the harbor shows the usage of tonal montage, as the shots become a little brighter, then a little darker, then finally brighter. As Mast and Kawin write, "No better example of tonal montage exists than in the opening...(of part three)...The entire sequence is saturated in the lyric calm of the sailor's death. Eisenstein cuts slowly from shot to shot, each of them growing lighter, revealing the rising of the sun through the fog."⁷ The Odessans begin to hear of this sailor who was killed over soup, and come in long (exaggerated) lines to pay their respect. As the people arrive, we see them arrive in endless lines throughout Odessa and the harbor. Part three is slower than previous Parts as we are visually introduced to the town and its people. We watch them all as they pass the dead sailor's shrine in the harbor. When a man in the crowd makes an anti-Jewish statement, the Odessans turn on him, showing the potential violence within these people. "Eisenstein shows the fierceness of the people's unity in a rhythmic editing sequence that shows heads turning in sudden, angry response to this voice of narrow inhumanity."⁸

The united Odessans, having heard of the hardships the sailors of the Potemkin have faced, come in even greater numbers to bring food and supplies to the ship. Here Eisenstein introduces us to several faces, like he did with Vakulinchuk.

The joyousness of the citizens is shattered as "the merciless imperial troops (begin) marching down ... (the Odessa steps) and (commence) firing on proletarian protestors."⁹ This near ten minute sequence blends shots of the troops marching down the stairs, Odessans running chaotically, close-ups of everything from faces to boots, all building the scene into the slaughter of all the citizens' faces we have come to recognize. There are some moments of circular editing, like when a mother, whose son has just been shot and stampled, picks up her dead son and moves toward the troops yelling at them. The camera keeps moving around the scene, heightening the drama as they shoot her. "Eisenstein intercuts all these different shots, alternating them according to different principles of his montage collisions, each of them sustained for the rhythmically correct number of seconds...And as in the plate smashing scene, the film time for the sequence on the Odessa Steps is longer than the actual time it would take a group of people to run down a flight of steps."¹⁰ It is worthwhile to note that only the faces we have grown to know are killed before us. This is definitely a running characteristic of this film, if someone is shown individually and intimately, then we will see them die. They become the motivational martyrs for the next scene.