"PIRATES OF THE CARIBBEAN" - "THE CURSE OF THE BLACK PEARL"

"PIRATES OF THE CARIBBEAN"
"THE CURSE OF THE BLACK PEARL"

Written by

Ted Elliott & Terry Rossio

Based on a story by

Ted Elliott, Terry Rossio, Stuart Beattie & Jay Wolpert

Early Draft



FADE IN:

EXT. CARIBBEAN SEA - DAY

A gray, impenetrable wall of fog. From somewhere comes the
FAINT SOUND of a LITTLE GIRL'S VOICE, singing, slow tempo,
almost under her breath.

YOUNG ELIZABETH (O.S.)
Yo, ho, yo, ho, a pirate's life for
me
Yo, ho, yo, ho, it's a pirate's life
for me...

Suddenly a massive SHIP emerges from the grey, the Winged
Victory maidenhead looming. It's a British dreadnought, the
H.M.S. Dauntless. Formidable, frightening, twenty-five gun
ports on a side, and rail guns to boot.

EXT. H.M.S. DAUNTLESS - FORECASTLE - DAY

ELIZABETH SWANN, strawberry blond hair, stands at the bow
railing, gazing at the seas, still singing --

ELIZABETH
...drink up me hearties, yo, ho...

JOSHAMEE GIBBS, who was born old, skin a dark leather,
clutches her shoulder, startling her.

GIBBS
(sotto)
Quiet, missy! Cursed pirates sail
these waters. You want to call 'em
down on us?

Elizabeth stares wide-eyed at him.

NORRINGTON
Mr. Gibbs.

NORRINGTON, a dashing young man, Royal Navy to the core,
glares sternly at Gibbs. Standing besides him is GOVERNOR
WEATHERBY SWAN, a man of obvious high station, brass buttons
on his thick blue jacket. He is Elizabeth's father.

NORRINGTON
That will do.

GIBBS
She was singing about pirates.

Bad luck to sing about pirates, with us mired in this
unnatural fog -- mark my words.

NORRINGTON
Consider them marked. On your way.

GIBBS
'Aye, Captain.
(as he moves off)
Bad luck to have a woman on board,
too. Even a mini'ture one.

He returns to his deck-swabbing duties, surreptitiously takes
a quick swig from flask.

ELIZABETH
I think it would be rather exciting
to meet a pirate.

NORRINGTON
Think again, Miss Swan. Vile and
dissolute creatures, the lot of them.
I intend to see to it that any man
who sails under a pirate flag, or
wears a pirates brand, gets what he
deserves: a short drop and a sudden
stop.

Elizabeth doesn't know what 'a short drop and a sudden stop'
means. Gibbs helpfully mimes: a man being hung.

SWANN
Captain Norrington... I appreciate
your fervor, but I am concerned about
the effect this subject will have on
my daughter.

NORRINGTON
My apologies, Governor.

ELIZABETH
Actually, I find it all fascinating.

SWANN
And that's what concerns me.
Elizabeth, dear... we will be landing
in Port Royal very soon, and beginning
our new lives. Wouldn't it be
wonderful if we comport ourselves as
befits our class and station?

ELIZABETH
Yes, father.

Chastised, she turns away, to look out over the bow rail.

ELIZABETH
(to herself)
I still think it would be exciting
to meet a pirate...

The fog still hems in the ship; very little of the sea is
visible --

-- but suddenly, a FIGURE comes into view. A young boy, WILL
TURNER, floating on his back in the otherwise empty water.
There is nothing to show where he came from, or how he came
to be there.

ELIZABETH
Look! A boy! In the water!

Norrington and Swann spot him --

NORRINGTON
Man overboard!

ELIZABETH
Boy overboard!

NORRINGTON
Fetch a hook! Haul him out of there!

Quick movement and activity on the deck. Sailors use a
boathook to snag the boy he the passes. Norrington and Swann
haul him aboard, and lay him on the deck. Elizabeth sidles
in for a closer look.

NORRINGTON
He's still breathing.

SWANN
Where did he come from?

GIBBS
Mary mother of God...

Attention is turned away from the boy --

The sea is no longer empty. WRECKAGE from a ship litters the
water... along with the bodies of its crew. What is left of
the ship's hull BURNS, a ragged British flag hanging limply
from the stern.

The H.M.S. Dauntless slips silently through it all. The scene
calls for hushed voices.

SWANN
What happened here?

NORRINGTON
An explosion in the powder magazine.
Merchant vessels run heavily armed.

GIBBS
Lot of good it did them...
(off Swan's look)
Everyone's thinking it! I'm just
saying it! Pirates!

SWANN
There is no proof of that. It could
have been an accident. Captain, these
men were protection. If there is
even the slightest chance one of
those poor devils is still alive, we
cannot abandon them!

NORRINGTON
Of course not, Governor.
(to the crew)
Come about and strike the sails!
Unlash the boats! Gunnery crew...
jackets off the cannons!
(to Swann)
Hope for the best... prepare for the
worst.
(to two sailors)
Move the boy aft. We'll need the
deck clear.

They lift the boy. Swann pulls Elizabeth away from the rail,
away from the hideous scene in the water.

SWANN
Elizabeth, I want you to accompany
the boy. He's in your charge now.
You'll watch over him?

Elizabeth nods gravely. Swann hurries away to help unstow
the longboat. The sailors lay the boy gently on the poop
deck, behind the wheel, then hurry off. Elizabeth kneels
down besides the boy.

His good looks are not lost on her. She reaches out, gently
brushes the blond hair from his eyes --

Suddenly, he grabs her wrist, awake now. Elizabeth is
startled, but their eyes lock. She takes his hand in hers.

ELIZABETH
My name is Elizabeth Swann.

WILL
Will Turner.

ELIZABETH
I'm watching over you, Will.

He clutches her hands, then slips back into unconsciousness.

His movement has opened the collar of his shirt; Elizabeth
sees he wears a chain around his neck. She tugs it free,
revealing --

A GOLD MEDALLION. One side is blank. She turns it over --

A SKULL gazes up at her. Vaguely Aztec in design, but to her
eyes, it means one thing only:

ELIZABETH
You're a pirate.

She glances back at the crew. Sees Norrington, giving orders,
moving toward her.

She looks back at Will -- comes to a quick decision. Takes
the medallion from around his neck. Hides it under her coat.

Norrington arrives.

NORRINGTON
Did he speak?

ELIZABETH
His name is Will Turner -- that's
all I found out.

NORRINGTON
Very good.

Norrington hurries off. Elizabeth steals away to the stern
of the ship. Examines her prize -- the gold medallion. A
wisp of wind, and she looks up --

Out over the sea, moving through the fog, silent as a ghost,
is a large sailing ship, a schooner --

It has BLACK SAILS.

Elizabeth stares, too frightened to move, or cry out.

The ship is obscured by the fog it as it passes -- but not
the mizzen-top... and there hangs the frightening skull and
crossbones of the Jolly Roger.

Elizabeth looks from it to the medallion -- the skull on the
flag is the same as the one on the medallion.

Fog surrounds and closes in on the black ship -- except for
the black flag. As Elizabeth watches, the skull appears to
TURN and GRIN at her --

Elizabeth shuts her eyes tight --

EIGHT YEARS LATER

INT. GOVERNOR'S MANSION - ELIZABETH'S BEDROOM

-- and then snap open again, startled wide with fear.

But this is no longer twelve-year-old Elizabeth standing on
the stern of the Dauntless; this is twenty-year-old Elizabeth,
lying in bed in the dark.

She remains motionless (were the images we just saw a
nightmare, or a jumbled childhood memory?)

Elizabeth slowly looks as far out the corner of her eyes as
possible without moving. Might there be someone in the room
with her, looming over her?

She turns, ready for anything. She is alone.

Elizabeth sits up, turns up the flame on an oil lamp besides
the canopied bed. She carries the lamp across the room to a
dressing table, sits down.

She pulls one of the small drawers all the way out, reaches
into a space beneath it and removes --

The MEDALLION. She has kept it all this time. It has not
lost its luster -- or its sense of menace. She gazes at it
as she absently returns the draw to its place --

A BOOMING knock on the door; Elizabeth jumps up, startled
knocking over her chair.

SWANN (O.S.)
Elizabeth? Is everything all right?
Are you decent?

ELIZABETH
Yes -- yes.

She puts the medallion on, throws on a dressing gown as Swann
enters, carrying a large box. A uniformed maid, ESTRELLA,
follows.

SWANN
Still abed at this hour? It's a
beautiful day!

Estrella pulls back the heavy curtains, revealing:

Beneath a blue sky lies the bucolic town of PORT ROYAL, built
on a natural harbor. On a bluff at the mouth of the harbor
stands FORT CHARLES, its stone parapets lined with cannon.

SWANN
I have a gift for you.

He opens the boxes, and displays for her a gorgeous velvet
dress. She lets out an admiring gasp.

ELIZABETH
It's -- beautiful. May I inquire as
to the occasion?

SWANN
Is an occasion necessary for a father
to dote upon his daughter with gifts?

Elizabeth happily takes it, disappears behind a screened-off
dressing area. Estrella follows, carrying the box.

SWANN
Although... I did think you could
wear it to the ceremony today.

ELIZABETH (O.S.)
Ceremony?

SWANN
Captain Norrington's promotion
ceremony.

Elizabeth peeks around the screen.

ELIZABETH
I knew it.

SWANN
Or, rather, Commodore Norrington...
a fine gentleman, don't you think?
(no answer)
He fancies you, you know.

Behind the screen, Elizabeth GASPS.

SWANN
Elizabeth? How's it coming?

ON ELIZABETH -- She holds her hair and the medallion (still
around her neck) out of the way as the maid cinches her into
a corset over her slip. Estrella has her foot in Elizabeth's
back as she pulls the laces tight.

ELIZABETH
Difficult... to say.

SWANN (O.S.)
I'm told that dress is the very latest
fashion in London.

ELIZABETH
(holding her breath)
Women in London must have learned to
not breath.

Estrella is finished. Elizabeth takes a breath -- and winces.

A butler appears in the doorway of the room.

BUTLER
Governor? A caller is here for you.

INT. GOVERNOR'S MANSION - FOYER - DAY

The caller, dressed in rough clothing, stands in the foyer,
looking very out of place, and knowing it. He holds a long
presentation case. He polishes the toes of his boots on the
back of his calves, but it doesn't help.

SWANN
Ah, Mr. Turner! It's good to see you
again!

The caller turns -- it is WILL TURNER. Handsome, with a
watchful demeanor that gives him weight beyond his years.

WILL
Good day, sir.
(holds out the case)
I have your order.

Swann hurries to him, opens the case. Inside is a beautiful
dress sword and scabbard. Swann takes it out reverently.

WILL
The blade is folded steel. That's
gold filigree laid into the handle.
If I may --

He takes the sword from Swann, and balances it on one finger
at the point where the blade meets the guard.

WILL
Perfectly balanced. The tang is nearly
the full width of the blade..

SWANN
Impressive... very impressive.
Commodore Norrington will be pleased,
I'm sure. Do pass my compliments on
to your master.

Will's face falls. Clearly, the work is his, and he is proud
of it. With practiced ease, he flips the sword around, catches
it by the hilt and returns it to the case.

WILL
(bows slightly)
I shall. A craftsman is always pleased
to hear his work is appreciated --

He stops speaking abruptly, staring past Swann --

Elizabeth stands on the stairs. Granted, the dress may be
painful to wear, but holy smokes!

SWANN
Elizabeth! You look stunning!

Will tries to speak, but can't. He gives up, smiles to
himself, and simply nods emphatically.

ELIZABETH
Will! It's so good to see you!

Her hand goes to the chain around her throat (the medallion
is hidden in the bodice of her dress).

ELIZABETH
I dreamt about you last night.

Will reacts with surprise: "Really?"

SWANN
Elizabeth, this is hardly appropriate --

ELIZABETH
(ignores her father)
About the day we met. Do you remember?

WILL
I could never forget it, Miss Swann.

ELIZABETH
Will, how many times must I ask you
to call me 'Elizabeth'?

WILL
At least once more, Miss Swann. As
always.

Elizabeth is disappointed and a little hurt by his response.

SWANN
Well said! There's a boy who
understands propriety. Now, we must
be going.

Swann takes the case from Will, opens the door for Elizabeth.

Elizabeth straightens her back, gathers her skirts and strides
past Will.

ELIZABETH
Good day, Mr. Turner.

EXT. GOVERNOR'S MANSION - DAY

Swann follows Elizabeth out the door.

WILL
Good day.

He watches as she is helped aboard a carriage by the driver.

WILL
(to himself)
Elizabeth.

IN THE CARRIAGE: Swann glowers at his daughter.

SWANN
Dear, I do hope you demonstrate a
bit more decorum in front of Commodore
Norrington. After all, it is only
through his efforts that Port Royal
has become at all civilized.

EXT. PORT ROYAL - HARBOR - DAY

The skeletal remains of four pirates, still clad in buccaneer
rags, hang from gallows erected on a rocky promontory. There
is a fifth, unoccupied gallows, bearing a sign: PIRATES - YE
BE WARNED.

The top of a billowing sail passes regally in front of them.
On the landward face of the sail, apparently high in the
rigging, is a man for whom the term 'swashbuckling rogue'
was coined: Captain JACK SPARROW.

He gazes keen-eyed at the display as they pass. Raises a
tankard in salute. Suddenly, something below catches his
attention. He jumps from the rigging --

-- and that's when we see that his is ship is not an imposing
three-master, but just a small fishing dory with a single
sail, plowing through the water -- the Jolly Mon.

And it leaks. Which is why he has the tankard: to bail.

Jack steps back to the tiller, and using a single sheet to
control the sail, and the Jolly Mon comes around the
promontory, the whole of Port Royal laid out before him.

The huge British dreadnought, H.M.S. Dauntless dominates the
bay. But Jack's attention is on a different ship: the H.M.S.
Interceptor, a small sleek vessel with rail guns and a mortar
in the middle of the main deck. It is tied up at the Navy
landing, at the base of the cliffs below Fort Charles.

EXT. PORT ROYAL - DOCKS - DAY

Smoothly and with no wasted movement, Jack hauls down the
sail, stows it, guides the dory alongside a dock. The
HARBORMASTER, a long ledger tucked under his arm, is there
to catch a line and help Jack tie up.

HARBORMASTER
If you're out rolling scuppers in
this tub, you're either incredibly
brave or incredibly stupid.

JACK
It's remarkable how often those two
traits coincide.

He starts up the dock, strapping on his sword belt; besides
the scabbard, it also carries a compass, pistol and small
powder horn. The Harbormaster cuts him off.

HARBORMASTER
It's a shilling for the dock space,
and you're going to have to give me
your name.

JACK
What do you say to three shillings,
and we forget the name?

He tosses three shillings onto the ledger. The Harbormaster
considers, then shuts the ledger on the coins, steps aside.

HARBORMASTER
Welcome to Port Royal, Mr. Smith.

Jack gives him a half-salute as he goes past. Looks across
the water toward the Interceptor -- and smiles. Above the
Interceptor, among the parapets of Fort Charles, a ceremony
is underway --

EXT. FORT CHARLES - DAY

With choreographed precision, Swann removes the sword and
scabbard from the presentation case, held by a uniformed
Navy man. He slides the sword into the scabbard, holds it
out vertically to Norrington, in full dress uniform.

Norrington grasps the scabbard above Swann's hand, and Swann
lets go. Norrington draws the sword, flourishes the sword,
and snaps the blade up in front of his face. Swann steps
forward, pins a medal to Norrington's jacket, steps back.

Norrington nods, turns smartly and nods to his fellow
officers, turns again and nods to the audience -- dignitaries,
merchants, plantation owners, their families.

Another flourish, and he returns the sword to its scabbard.

The silence is broken by loud APPLAUSE. Backslapping from
the Navy men.

In the audience, Elizabeth doesn't look so good, out beneath
the hot sun. She applauds briefly, then winces.

Discreetly tries to adjust the corset through the material
of the dress, then resumes clapping, trying to hide her
discomfort.

EXT. PORT ROYAL - NAVY DOCK - DAY

Two sailors on sentry duty, MURTOGG and MULLROY, take
advantage of what little shade there is on the dock. But
when Jack saunters up, they are immediately on alert.

MURTOGG
This dock is off-limits to civilians.

JACK
Sorry, I didn't know.

Music drifts down from Fort Charles. Jack looks up, shields
his eyes.

JACK
Some sort of to-do up at the fort,
eh? You two weren't invited?

MURTOGG
No... someone has to make sure this
dock stays off-limits to civilians.

JACK
This must be some important boat.

MULLROY
Ship.

JACK
Ship.

MURTOGG
Captain Norrington's made it his
flagship. He'll use it to hunt down
the last dregs of piracy on the
Spanish Lake.

MULLROY
Commodore.

MURTOGG
Right. Commodore Norrington.

JACK
That's a fine goal, I'm sure... But
it seems to me a ship like that --
(indicates the
Dauntless)
-- makes this one here just a wee
superfluous.

MURTOGG
Oh, the Dauntless is the power in
these waters, true enough -- but
there's no ship that can match the
Interceptor for speed.

JACK
That so? I've heard of one, supposed
to be fast, nigh uncatchable... the
Black Pearl?

Mullroy scoffs at the name.

MULLROY
There's no real ship as can match
the Interceptor.

MURTOGG
The Black Pearl is a real ship.

MULLROY
No, it's not.

MURTOGG
Yes it is. I've seen it.

MULLROY
You've seen it?

MURTOGG
Yes.

MULLROY
You've seen the Black Pearl?

MURTOGG
Yes.

MULLROY
You haven't seen it.

MURTOGG
Yes, I have.

MULLROY
You've seen a ship with black sails
that's crewed by the damned and
captained by a man so evil that hell
itself spat him back out?

MURTOGG
...No.

MULLROY
No.

MURTOGG
But I've seen a ship with black sails.

MULLROY
Oh, and no ship that's not crewed by
the damned and captained by a man so
evil hell itself spat him back out
could possibly have black sails and
therefore couldn't possibly be any
ship other than the Black Pearl. Is
that what you're saying?

MURTOGG
...no.

MULLROY
(turns back to Jack)
Like I said, there's no real ship as
can match -- Hey!

But Jack's not there. Murtogg and Mullroy look around, spot
Jack standing at the wheel of the Interceptor, casually
examining the mechanism.

MULLROY
You!

Jack looks over in exaggeratedly innocent surprise. The
sailors hurry toward the gangplank.

MULLROY
Get away from there! You don't have
permission to be aboard there!

Jack spreads his hands in apology.

JACK
I'm sorry. It's just such a pretty
boat. Ship.

The sailors study him suspiciously.

MURTOGG
What's your name?

JACK
Smith.

MULLROY
What's your business in Port Royal,
'Mr. Smith' ?

MURTOGG
And no lies!

JACK
None? Very well. You've rumbled me.
I confess: I intend to commandeer
one of these ships, pick up a crew
in Tortuga, and go out on the account,
do a little honest pirating.

MURTOGG
I said, no lies.

MULLROY
I think he's telling the truth.

MURTOGG
He's not telling the truth.

MULLROY
He may be.

MURTOGG
If he were telling the truth he
wouldn't have told us.

JACK
Unless, of course, he knew you
wouldn't believe the truth if he
told it to you.

Murtogg and Mullroy consider that point --

EXT. FORT CHARLES - DAY

Elizabeth, pale and perspiring, fans herself weakly, oblivious
to the music and chatter.

NORRINGTON
May I have a moment?

He extends his arm. She takes it. He walks her away from the
party, toward the parapet. A rather too long of a silence as
Norrington works up his courage.

NORRINGTON
(a burst)
You look lovely. Elizabeth.

Elizabeth frowns, unable to focus. Norrington mistakes her
expression as disapproval.

NORRINGTON
I apologize if I seem forward -- but
I must speak my mind.
(working up his
confidence to do so)
This promotion confirms that I have
accomplished the goals I set for
myself in my career. But it also
casts into sharp relief that which I
have not achieved. The thing all men
most require: a marriage to a fine
woman.
(beat)
You have become a fine woman,
Elizabeth.

ELIZABETH
I can't breathe.

NORRINGTON
(smiles)
I'm a bit nervous, myself --

Elizabeth loses her balance, stumbles away from Norrington.

She reaches a hand out to the parapet to steady herself, but
it slides off --

-- and then she vanishes over the wall. Gone.

NORRINGTON
Elizabeth!

EXT. PORT ROYAL - NAVY DOCKS - DAY

Jack reacts, pushes Murtogg aside to see --

Elizabeth plummets from the top of the cliff. It seems to
take her a long time to reach the sea --

Elizabeth hits the water, narrowly missing the sharp rocks.

A wave breaks, and then she is washed out away from the cliff,
struggling feebly.

AT THE FORT, Norrington looks down --

NORRINGTON
ELIZABETH!

He leaps to the top of the parapet, prepared to dive -- a
lieutenant, GILLETTE catches his arm.

GILLETTE
The rocks, sir! It's a miracle she
missed them!

Norrington shakes off his arm, looks down -- and realizes
Gillette is right. He jumps down and runs --

EXT. PORT ROYAL - NAVY DOCKS - DAY

Jack, Murtogg and Mullroy are still in shock from the sight.

JACK
Aren't you going to save her?

MULLROY
I can't swim.

Murtogg shakes his head -- neither does he.

JACK
(rolls his eyes)
Sailors.

Above where Elizabeth struggles in the water. Norrington and
several other men pick their way down the cliffs. They are
too far away to get to her in time.

Jack scowls. He has no choice -- and it pisses him off.

JACK
Fine.

He pulls a pistol from his sword belt, hands it to Murtogg;
then hands the belt to Mullroy.

JACK
Don't lose these.

And then he dives into the water, swims toward Elizabeth.

Elizabeth struggles to keep above water, gasping for air --
then a swell rolls over her, and she is submerged --
UNDERWATER, Elizabeth drifts down, unconscious. The current
turns her, and the MEDALLION slips loose from her bodice.

The MEDALLION turns slowly, until the SKULL is fully visible.
A shaft of filtered sunlight hits it, and it GLINTS --

EXT. PORT ROYAL - VARIOUS - DAY

FORT CHARLES: The British flag flies, blown from an offshore
breeze. Suddenly the wind dies, and the flag goes limp.

ON THE DOCKS: Wood and metal fittings on lines bang against
masts. The wind dies, and there is silence.

ON THE EDGE OF TOWN: A CARIBE WOMAN feeds clucking chickens,
frowns when they all suddenly go quiet...

IN THE VILLAGE: A weather vane moves slightly in the wind.

The wind stops, and all is still. And then...

...the weather vane TURNS, and holds steady -- the wind has
picked up again, but now blows from the sea toward the land.

ON THE BEACH: an OLD SALT pulls a rope line, pauses. Turns
and gazes to the sky, frowning. The mangy hound at his side
starts BARKING incessantly --

ON THE DOCKS: The lines bang against the other sides of the
masts, the wind far stronger now.

FORT CHARLES: the British flag flies in the opposite
direction, snapping in the new onshore breeze.

EXT. PORT ROYAL - CLIFFSIDE - DAY

Norrington rushes down, intent on the climb. Beyond him,
past the rocky point, far out to sea, FOG gathers --

EXT. PORT ROYAL - OCEAN - DAY

UNDERWATER: the medallion hangs below Elizabeth's unmoving
form -- and then Jack is there. He wraps an arm around her
and makes for the surface.

ON THE SURFACE, Jack swims toward the dock, struggling. It
is far more difficult than it should be. He stops stroking,
and they submerge.

UNDERWATER: Jack realizes that it is Elizabeth's heavy velvet
dress that is weighing them down. He pulls at the buttons on
the back, and they give way. He skins her out of the dress,
and kicks away from it.

The dress falls like a cloud into darkness --

ON THE SURFACE: Jack swims with Elizabeth, much more quickly.

AT THE DOCK, Murtogg and Mullroy are there to help haul
Elizabeth out of the water.

Jack climbs up, exhausted. Elizabeth is on her back; Murtogg
holds her arms above her head, pumping them.

Mullroy puts his cheek to her nose and mouth.

MULLROY
Not breathing.

Murtogg looks down; it seems hopeless. Jack steps up, drawing
Murtogg's knife from its sheath.

JACK
Move.

He pushes past Mullroy, kneels over Elizabeth, raises the
knife -- Murtogg is shocked --

Jack slits the corset down the middle, yanks it away.

Elizabeth remains still. And then -- she coughs up water and
gasps, choking on her first full breath. Jack is relieved.

MULLROY
I never would have thought of that.

JACK
Clearly, you've never been to
Singapore.

Jack flips the knife and hands it hilt-first to Murtogg --
and that's when he spots --

The MEDALLION. Jack catches it up in his "hand.

JACK
Where did you get this?

Before Elizabeth can answer, the BLADE of a SWORD is at Jack's
THROAT -- Norrington's new ceremonial sword, in fact, looking
bright and sharp.

NORRINGTON
On your feet.

It looks bad -- Jack standing over Elizabeth, most of her
clothes gone. He gets to his feet. The rest of Elizabeth's
erstwhile rescuers reach the scene, including Swann.

SWANN
Elizabeth! Are you all right?

He strips off his jacket, drapes it around her.

ELIZABETH
Yes -- yes, I'm fine -- Commodore
Norrington, do you intend to kill my
rescuer?

Norrington looks at Jack. Jack nods as best he can with a
blade beneath his chin. Norrington sheathes his sword, and
extends his hand.

NORRINGTON
I believe thanks are in order.

Jack takes Norrington's hand gingerly. They shake --

-- and Norrington tightens his grip, yanks Jack's arm toward
him, then tears back the sleeve of Jack's shirt --

-- exposing a BRAND on Jack's inner wrist: a large 'P.'

NORRINGTON
Had a brush-up with the East India
Trading Company, did you... pirate?

The others react in shock, but the sailors are well-trained --
in an instant, half a dozen pistols are aimed at Jack. He
stands there, still holding the corset.

NORRINGTON
Keep your guns on him, men. Gillette,
fetch some irons.

Norrington notices something else -- below the 'P' brand is
a tattoo: a small bird in flight across water.

NORRINGTON
Well, well... Jack Sparrow, isn't
it?

JACK
Captain Jack Sparrow. If you please.

Norrington looks out at the bay.

NORRINGTON
I don't see your ship -- Captain.

MURTOGG
He said he'd come to commandeer one.

MULLROY
(to Murtogg)
I told you he was telling the truth.
(currying favor)
These are his, sir.

He holds out Jack's pistol and belt. Norrington takes the
pistol, examines it, notes the powder horn on Jack's belt.

NORRINGTON
(to Jack)
Extra powder, but no additional shot.

Jack shrugs. Norrington unhooks the compass from the belt,
opens it. He frowns at the reading. Moves the compass this
way and that, keeping it parallel to the ground.

NORRINGTON
It doesn't bear true.

Jack looks away, a bit embarrassed. Norrington returns the
compass to the belt. Draws the sword half from the scabbard.

NORRINGTON
I half-expected it to be made of
wood.

He slides it back into the scabbard, hands it to Mullroy.

NORRINGTON
Taking stock: you've got a pistol
with only one shot, a compass that
doesn't point north... and no ship.
You are without a doubt the worst
pirate I have ever heard of.

JACK
Ah, but you have heard of me.

Gillette returns with shackles, approaches Jack.

NORRINGTON
Carefully, lieutenant.

Elizabeth steps forward. Swann's jacket slips off her. She
is unconcerned, but he is intent on putting it back on her.

ELIZABETH
Commodore, I must protest. Pirate or
not, this man saved my life.

NORRINGTON
One good deed is not enough to redeem
a man of a lifetime of wickedness.

Gillette snaps the manacles closed on Jack's wrists.

JACK
But it seems to be enough to condemn
him.

NORRINGTON
(smiles)
Indeed.

Now that Jack is safely chained, Norrington nods to his men.
All but one stow their weapons, and two step forward --

JACK
Finally.

Lightning-quick, he snaps the corset around the hand and
wrist of the man holding the pistol and yanks. The pistol
sails into the water. Before anyone can react to that, Jack
has the manacle chain wrapped around Elizabeth's throat.

Pistols are drawn again, but now Elizabeth serves as a shield.
Norrington raises a cautioning hand to his men.

JACK
(backing away, toward
land)
Commodore Norrington... my pistol
and belt, please.

Norrington hesitates, balls his fists in frustration.

JACK
Commodore!

Mullroy hands the pistol and belt to Norrington. Norrington
holds them out to Jack.

JACK
Elizabeth -- it is Elizabeth?

Elizabeth is more angry than frightened.

ELIZABETH
Miss Swann.

JACK
Miss Swann, if you'll be so kind?

She takes the belt and pistol from Norrington -- Jack's
quicker than she is, and takes the pistol from her. He jerks
her around so she is facing him, belly to belly.

JACK
Now, if you'll be very kind?

She figures out what he wants: put the belt on him.

ELIZABETH
(as she works)
You are despicable.

JACK
I saved your life; now you've saved
mine. We're square.

Done. He turns her again, and then backs up until he bumps
against the cargo gantry.

JACK
Gentleman... m' lady... you will
always remember this as the day you
almost caught Captain Jack Sparrow.

He shoves Elizabeth away, grabs a rope and pulls free a
belaying pin -- a counterweight drops and Jack is lifted up
to the middle of the gantry, where he grabs a second rope --

Pistols fire -- and miss. Jack swings out, out, out, away
and around from the gantry.

Norrington has held his shot. With careful aim, he tracks
Jack's trajectory --

Jack drops from the rope even as Norrington FIRES. His shot
tears the rope --

-- as Jack plummets past one of the gantry's guy lines, he
snaps the length of manacle chain over the line and grabs
hold of the far loop -- slides down the line --

-- drops to the deck of a ship. He runs, leaping to another
ship, then out of sight --

NORRINGTON
On his heels! Gillette, bring a squad
down from the fort!
(to Elizabeth)
Elizabeth, are you --

ELIZABETH
Yes, I'm all right, I'm fine! Go
capture him.

Norrington's taken aback by her ire, and wisely hurries away.
Swann drapes his coat around Elizabeth.

SWANN
Here, dear... you should wear this.

Elizabeth shivers, finding suddenly that she is cold. Glances
out at the bay --

-- where a THICK FOG moves across the top of the water. She
takes the jacket.

ELIZABETH
Thank you, Father... and let that be
the last of your fashion advice,
please.

But she accepts his comforting embrace.

EXT. PORT ROYAL - TOWN - ALLEY - DAY

The fog creeps through, casting an eerie twilight pall. An
armed search party moves along the street. They glance down
an alley --

On the far side is another search party. The men nod to each
other, continue on.

A moment, and then Jack drops from his hiding place beneath
the eaves of a building. He still wears the manacles.

Across the street is a shop with barn doors, a pass-thru
door set in the middle. Above is a sign with a black anvil.

INT. BLACKSMITH'S FORGE - DAY

Jack slips in through the door, takes a look around:

No windows. The forge is dark, lit by lanterns. Work-in-
progress is scattered about: wagon wheels, wrought iron gates,
pipes -- even a cannon with a crack in it. But every tool is
in place; the workbench is tidy and neat.

Jack is startled by a noise: MISTER BROWN, in a blacksmith's
apron, snores in the corner, cradling a bottle. Jack gives
him a hard poke. Another. Brown snorts, turns away.

Satisfied, Jack sheathes his sword, takes a short-handled
sledge from its place on the wall. Moves to the glowing coke
furnace in the middle of the room.

Slowly... he holds his right hand over the furnace, the chain
down in the embers. The chain begins to GLOW. Jack sweats,
grimaces at the pain --

Moving quickly, he wraps the chain around the nose of an
anvil, brings the sledge down with a fast, hard stroke on
the glowing links. One SHATTERS. Jack drops the sledge,
plunges his manacled hand in a bucket of water. Steam billows.

Jack pulls his hand out, flexes it. Blisters form beneath
the manacle -- but his hands are free.

The SOUND of the latch on the door -- Jack dives for cover.

Will enters the forge, shuts the door behind him. Spots the
drunken Mister Brown in the corner.

WILL
Right where I left you.

Something catches his eye: an empty peg on the wall. The
sledge lying beside the anvil.

WILL
(under his breath)
Not where I left you.

He moves casually toward the sledge. Then grabs for it --
but the flat of a sword blade slaps his hand. Will jumps
back.

Jack stands there, sword leveled at Will. He backs Will up,
toward the door. Will glares at him.

WILL
(voice low and tight)
You're the one they're hunting. The
pirate.

Jack acknowledges it with a tip of his head... then frowns,
regards Will.

JACK
You look familiar... Have I ever
threatened you before?

WILL
I've made a point of avoiding
familiarity with pirates.

JACK
Ah. Then it would be a shame to put
a black mark on your record. So if
you'll excuse me...

Beside the door is a grindstone, a sword resting in the honing
guide. Before Jack can react, Will has it in hand.

JACK
Do you think this is wise, boy?
Crossing blades with a pirate?

WILL
You threatened Miss Swann.

JACK
Only a little.

In response, Will assumes an en garde position. Jack appraises
him, unhappy to see Will knows what he's doing.

Jack attacks. The two men stand in one place, trading feints,
thrusts and parries with lightning speed, almost impossible
to follow. Will has no trouble matching Jack.

JACK
You know what you're doing, I'll
give you that... Excellent form...
But how's your footwork? If I step
here --

He takes a step around an imaginary circle. Will steps the
other way, maintaining his relationship to Jack.

JACK
Very good! And if I step again, you
step again...
(continuing to step
around the circle)
And so we circle, circle, like dogs
we circle...

They are now exactly opposite their initial positions.

JACK
Ta!

Jack turns and heads for the door, now directly behind him.

Will registers angry surprise -- and then with a vicious
overhand motion, he throws his sword --

-- the sword buries itself into the door, just above the
latch, barely missing Jack. Jack registers it, then pulls on
the latch, but it won't move up -- the sword is in the way.

Jack rattles the latch. Tugs on the sword a few times -- it
is really stuck in there. Jack mouths a curse, but when he
turns back to Will, he's smiling.

JACK
That's a good trick. Except, once
again, you are between me and the
way out.
(points his sword at
the back door)
And now you have no weapon.

Eyes on Jack, Will simply picks up a new sword from an anvil.
Jack slumps in dismay -- but then leaps forward.

Will and Jack duel. Their blades flash and ring. Suddenly,
Jack swings the chain still manacled to his left hand at
Will's head. Will ducks it, comes up wide-eyed.

Then Jack's chain smashes across Will's sword, disarming
him.

Will quickly picks up another sword. Jack becomes aware that
the entire room is filled with bladed weapons: swords, knives,
boarding axes in various stages of completion.

JACK
Who makes all these?

WILL
I do. And I practice with them. At
least three hours a day.

JACK
You need to find yourself a girl.
(Will sets his jaw)
Or maybe the reason you practice
three hours a day is you've found
one -- but can't get her?

A direct hit -- and Will coils even more tightly with anger.

WILL
No. I practice three hours a day so
that when I meet a pirate... I can
kill him.

He explodes: kicks a rack, causing a sword to fall into his
hand; uses his foot to bring his dropped sword into the air,
catches it -- and attacks Jack, both blades flashing.

Jack parries with sword and chain. Jack's chain wraps around
Will's sword; Will twists the handle of his guard through a
link, and stabs the sword up into the ceiling --

So Jack's manacled left arm is now suspended from the ceiling.
Not good. He parries using one hand, twisting and dodging
around the furnace --

Jack compresses the bellows, blowing a SHOWER OF SPARKS into
Will's face. Jack grabs the chain, hoists himself up, kicks
with his feet, knocking Will back.

Jack uses his full weight, yanks the sword from the ceiling.
Hurls a wooden mallet at Will, then a second, hitting Will
on the wrist. Will drops his sword, falls down, gets up --

Jack's pistol is aimed directly between Will's eyes.

Will steps back, directly in front of the back exit. Glares,
rubs his wrist gingerly.

WILL
You cheated.

JACK
(smiles; what do you
expect?)
Pirate.

Jack steps forward. Will steps back, fully blocking the door.

JACK
Move away.

WILL
No.

JACK
Move!

WILL
No. I can not just step aside and
let you escape.

Jack cocks the pistol. Will stares back. The stand-off lasts
for a long moment.

JACK
You're lucky, boy -- this shot's not
meant for you.

Jack uncocks the pistol. Will is surprised, reassesses Jack

Suddenly, Mister Brown SLAMS his bottle against Jack's skull.
Jack crumples to the ground.

The front and back doors smash open, and SAILORS fill the
room. Norrington pushes forward, sees Jack on the ground.

NORRINGTON
Excellent work, Mister Brown. You've
aided in the capture of a dangerous
fugitive.

BROWN
Just doing my civic duty.

Jack groans. Norrington stands over him, smiles.

NORRINGTON
I believe you will always remember
this as the day Captain Jack Sparrow
almost escaped.

Norrington's men haul Jack away. Will watches them go.

Brown looks at his bottle -- broken.

BROWN
That ratter broke my bottle.

EXT. PORT ROYAL - NIGHT

The thick fog blankets the entire bay now, and the town.

The only structure visible is Fort Charles, high on the bluff,
like a tall ship sailing a sea of grey.

Above the Fort is a clear black sky sprinkled with stars. A
waxing moon shines, giving both Fort and fog an eerie glow.

ANGLE - FORT CHARLES,

just below the stone parapets of the fort, visible briefly
deep in the fog, like a shark fin slicing through the water:
the TOPMAST of a ship, BLACK SAILS billowing. Flying from
the mast is a flag with white Aztec skull.

The Black Pearl has come to Port Royal.

INT. GOVERNOR'S MANSION - ELIZABETH'S BEDROOM - NIGHT

A maid removes a bed warmer from the fireplace, slides it
between the sheets at the end of Elizabeth's bed.

ELIZABETH
Nice and toasty. Thank you, Estrellia.

The maid nods, exits. Elizabeth opens a book, begins reading,
toying absently with the medallion chain around her neck.

The lamp flame begins to diminish. Elizabeth tries to turn
it up. No good. The flame goes out, and the room is black.

INT. BLACKSMITH'S FORGE - NIGHT

Will, shirtless, wearing a leather apron, heats an iron ingot
at the furnace, hammers it flat -- he stops.

His attention is drawn to the window. He opens the shutter
and peers out -- nothing but fog. Almost without noticing,
he reaches for a boarding axe hanging on the wall. Takes it
down; it has a satisfying weight in his hands.

INT. CELL BLOCK - NIGHT

CLOSE ON: A mutt of a dog, holding a ring of keys in his
mouth.

Three seedy-looking prisoners try to coax the dog to their
cell door. One holds a loop of rope; another waggles a bone.
The dog just sits and cocks its head.

PRISONER
Come here, boy... Want a nice, juicy
bone?

In an adjoining cell, Jack lies on a pile of straw.

JACK
You can keep doing that forever,
that dog's never going to move.

PRISONER
Excuse us if we ain't resigned
ourselves to the gallows just yet.

EXT. FORT CHARLES - PARAPETS - NIGHT

A noose hangs from a gallows in the courtyard. Norrington
and Swann walk along the far wall.

SWANN
Has my daughter given you an answer
yet?

NORRINGTON
No. She hasn't.

SWANN
Well, she had a taxing day... Ghastly
weather tonight.

NORRINGTON
Bleak. Very bleak.

From the distance, there is a BOOM --

SWANN
What was that?

-- and then the WHISTLE of an incoming ball --

NORRINGTON
Cannon fire!

He tackles Swann as the wall of the parapet EXPLODES --

INT. CELL BLOCK - NIGHT

Jack sits up. There are more BOOMS --

JACK
I know those guns!

He peers out through the bars of the window. The other
prisoners crowd around their window as well.

JACK
It's the Black Pearl.

PRISONER
(frightened)
The Black Pearl? I've heard stories...
she's been preying on ships and
settlements for near ten years...
and never leaves any survivors.

JACK
There are a lot of stories about the
Black Pearl.

EXT. PORT ROYAL - HARBOR - NIGHT

The Black Pearl still cannot be seen -- but the fog lights
up around her with each boom of her guns. She's firing on
both sides now, hammering both the fort and the town.

EXT. PORT ROYAL - TOWN - NIGHT

Streets, buildings, docks and ships shatter and explode
beneath the onslaught. Villagers panic, run for cover, dodge
flying debris as best they can. If this is not hell on earth,
then it's about to be --

-- long boats emerge out of the fog, carrying ARMED PIRATES.
They swarm from the boats, striking down villagers,
indiscriminately and setting fires.

INT. BLACKSMITH'S FORGE - NIGHT

Will slips the boarding axe into his belt at the small of
his back. He puts a dirk in his belt, then a second and a
third. He picks up a second axe and a sword.

Will slides back the doors of the forge --

A woman runs past, chased by a ONE-ARMED PIRATE wearing a
yellow bandeau. Will backhands the axe square into his chest,
a deadly blow. Will heads out, up the street --

EXT. FORT CHARLES - PARAPETS - NIGHT

The moon is obscured by smoke rising from the burning gallows
and wooden roofs. Cannon fire continues to rain down, but
the fort's own cannons now return fire.

NORRINGTON
Governor! Barricade yourself in my
office!
(Swann hesitates)
That's an order!

Swann turns to go -- but finds himself face-to-face with a
pirate -- KOEHLER, a handsome blond man with gold earrings.

Beyond Koehler, more pirates come up over the far wall.

Koehler grins and raises a cutlass --

-- Norrington's sword blocks Koehler's slash.

NORRINGTON
They've flanked us! Men! Swords and
pistols!

The battle is joined --

INT. GOVERNOR'S MANSION - ELIZABETH'S BEDROOM - NIGHT

Elizabeth looks out a window at the scene below: even through
the fog, multiple fires are visible, and ships burn in the
harbor. Shouts and cries of pain. Cannon fire ECHOES.

She notices movement directly below her window: two SHADOWY
FIGURES, approaching the house -- pirates. Elizabeth bolts
from her room --

INT. SECOND FLOOR HALLWAY - NIGHT

She reaches the railing overlooking the foyer, and cries
out, just as the butler opens the door -- too late; there is
the BOOM of a gun, and the butler crumples.

Elizabeth ducks down in horror, peering through the balusters.
The pirates scan the foyer, searching. The leader is PINTEL,
a sallow-looking pirate with a bald head.

Suddenly Pintel looks up, and locks eyes with Elizabeth.

How could he know she was there?

PINTEL
Up there!

The pirates rush for the stairs. Elizabeth scrambles back
into the nearest room --

INT. SITTING ROOM - NIGHT

Elizabeth shuts the door, locks it, listens as the pirates
pound up the stairs --

ESTRELLA
Miss Elizabeth?

Elizabeth jumps. Estrella is right behind her, terrified.
They whisper:

ESTRELLA
Are they come to kidnap you, miss?
The daughter of the governor would
be very valuable.

Elizabeth realizes she's right. There is the SLAM of a body
against the door.

ELIZABETH
Listen, Estrella -- they haven't
seen you. Hide, and first chance,
run for the fort.

Estrella nods. Another SLAM at the door -- it gives a bit --

Elizabeth shoves Estrella into the corner, between a tall
wardrobe and the wall. Dashes for the side door.

When the door smashes inward, it slams into the wardrobe,
and the maid cannot be seen. The pirates run in -- spot the
open side door, and run for it --

INT. ELIZABETH'S BEDROOM - NIGHT

Pintel is the first through, and gets the pan of the bed
warmer in the face for his trouble -- he staggers back,
holding his nose --

INT. SITTING ROOM - NIGHT

Estrella breaks cover, runs for the hall, unnoticed.

INT. ELIZABETH'S BEDROOM - NIGHT

-- Elizabeth swings the bed warmer at the second pirate, but
he catches it by the handle -- Elizabeth can't jerk it free,
so she wrenches it over -- the pan lid swings down, BANGING
the second pirate -- hot coals spill on his head, sizzling.

Elizabeth dashes for the hallway stairs --

INT. SECOND FLOOR HALLWAY/FOYER - CONTINUOUS - NIGHT

The pirates burst from the bedroom -- Pintel goes for the
stairs, but the second pirate vaults the handrail --

Estrella registers the butler's body, but continues out the
still-open front door at a dead run. Elizabeth follows --

The second pirate lands between Elizabeth and the front door.
His face is BURNED, his hair SMOLDERS -- he reaches --
Elizabeth pulls up short, runs the other way --

Pintel, on the stairs, grabs her by the hair -- Elizabeth
doesn't slow -- she spins, grabs Pintel's arm with both hands
and pulls him hard, belly-first, into the cap of the newel
post -- he lets go of her hair -- Elizabeth keeps going.

INT. DINING ROOM - NIGHT

Elizabeth slams the double doors shut, throws the bolts.

The interior shutters are closed over the windows. Above the
fireplace are two crossed swords.

Elizabeth climbs on the firebox; she grabs one of the swords
by the hilt and pulls -- but it won't come free.

Both swords are securely attached to the wall. Damn!

SMASH from the doors -- the pirates are relentless --

On the table is a platter with fruit, cheese and bread.
Elizabeth grabs the knife from the platter -- Like any bread
knife, it has a round point. Elizabeth jabs it into her palm --
it's useless as a weapon. Double damn!

The blade of a boarding axe breaches the door -- the pirates
will be through soon -- Elizabeth looks around --

INT. FIRST FLOOR HALLWAY - NIGHT

The doors give way; the pirates charge through --

INT. DINING ROOM - CONTINUOUS - NIGHT

Empty. Elizabeth nowhere to be seen. Pintel and Smoldering
Pirate search, under the table, behind draperies.

PINTEL
We know you're here, poppet. Come
out and we promise we won't hurt
you.

Smoldering pirate gives him look -- he wants to hurt her
plenty. Pintel shakes his head: 'Don't worry, I'm lying.'

PINTEL
We will find you, poppet... You've
got something of ours, and it calls
to us!

INT. DUMBWAITER - NIGHT

Elizabeth hides in the dumbwaiter box, wrapped around the
double pulley ropes that go through the center.

PINTEL (O.S.)
The gold calls to us!

Elizabeth registers that -- she pulls out the medallion,
rubs the gold with her thumb. This is their objective. Light
spills into the box through gaps in the top as the door above
is slid open -- Elizabeth looks up through the gaps --

Pintel leers down at her.

PINTEL
Hello, poppet.

Elizabeth works the ropes to lower the box. Pintel pulls the
other way; he's stronger, and the box rises. Elizabeth tries
to stop it -- wraps her left forearm through the rope and
lets it jam against the top of the box.

Elizabeth gasps at the pain, but the box stops. She saws at
the rope with the bread knife.

Smoldering pirate helps pull the rope, crushing Elizabeth's
forearm. Tears of pain on her face, she keeps sawing -- The
rope parts, and the dumbwaiter box PLUMMETS --

INT. KITCHEN - NIGHT

From behind the door of the dumbwaiter comes a CRASH, and a
cloud of dust. The door slides open, and Elizabeth clambers
out. Her head is cut, she is streaked with dirt, and can
barely stand. She leans over the table, trying to recover.

The sound of running FOOTSTEPS gets louder...

ELIZABETH
Please, no...

Elizabeth touches the chain of the medallion... and a
desperate idea occurs to her.

The pirates burst through the door. Elizabeth backs away,
holds the bread knife out to ward them off. They come around
either side of the table, stalking her --

ELIZABETH
(gasps it out)
Par... Parlay!

Pintel can't believe his ears.

PINTEL
What?

ELIZABETH
Parlay! I invoke the right of parlay!
According to the Code of the Brethren,
set down by the pirates Morgan and
Bartholomew, you must take me to
your Captain!

PINTEL
I know the code.

ELIZABETH
If an adversary demands parley, you
can do them no harm until the parlay
is complete.

PINTEL
It would appear, so do you.

SMOLDERING PIRATE
To blazes with the code!

He steps forward, dirk drawn -- Pintel stops him.

PINTEL
She wants to be taken to the Captain,
and she'll go without a fuss.

He looks to Elizabeth: 'right?' Elizabeth nods.

PINTEL
We must honor the code.

Smoldering Pirate concedes the point, sheaths his dirk. He
grabs Elizabeth roughly by the arm --

EXT. PORT ROYAL - STREET - NIGHT

Will races along, momentarily free of the pirates. He spots
the Governor's Mansion in the distance. There are FIGURES
moving away from it -- Elizabeth, forced by the two pirates.

Will hurries forward --

Suddenly a PIRATE jumps out from the shadows, slashes; Will
defends himself. The pirate has one arm and wears a yellow
bandana. Will hesitates -- didn't he already kill this guy?

The hesitation is just enough for another PIRATE, swinging a
flaming torch, to SLAM Will in the head from behind. Will
crumples.

The pirate lights a second torch, hands it to One-arm; they
hoot with delight and head off, setting fires as they go.

On the ground, Will doesn't move.

INT. FORT CHARLES - CELL BLOCK - NIGHT

The wall of the cells EXPLODES inward. Jack pulls himself
out from under rubble. Moonlight spills in through the gaping
hole created by the cannon ball. Beyond it: freedom.

But it is centered on the other cell. The part of Jack's
cell that is gone is too small for a man to slip through.

PRISIONER
Praise be!

He and the other two scramble through.

PRISONER
(back to Jack)
My sympathies, friend -- you've no
manner of luck at all!

The three descend the rocks beyond, disappearing from view.

Jack is alone. Cannon fire continues, occasional hits shaking
the fort. The dog cowers under a long bench, key ring still
in his mouth. Jack sighs -- resigned, he picks up the bone
from the other cell, and tries coax the dog forward.

JACK
It's all right, doggie... come here,
boy. Come here, Spot. Rover. Fido?

To his surprise, the dog crawls out from under the bench.

Jack continues to coax him closer.

The key ring is nearly within Jack's reach -- suddenly, the
dog's attention goes to the door into the cell block. He
BRISTLES, GROWLS. He backs away from the door, whining.

JACK
What's the matter, boy?

The dog bolts, through the bars, into the cell, then out
through the breached wall -- taking the keys with him.

The door to the cell block bursts open. A pair of pirates
step in: KOEHLER and TWIGG.

TWIGG
This isn't the armory.

He turns to go, but Koehler has spotted Jack.

KOEHLER
(Dutch accent)
Well, well... Look what we have here,
Twigg. It's Captain Sparrow.

TWIGG
Huh. Last time I saw you, you were
all alone on a God-forsaken island,
shrinking into the distance. I'd
heard you'd gotten off, but I didn't
believe it.

KOEHLER
Did you sprout little wings and
flyaway?

TWIGG
His fortunes aren't improved much.

The two laugh. Jack doesn't. He steps forward, close to the
bars. This puts him in a spill of moonlight. He is tight
with fury.

JACK
Worry about your own fortunes. The
lowest circle of hell is reserved
for betrayers... and mutineers.

Koehler and Twigg don't like hearing that. Koehler lashes
out, grabs Jack by the throat through the bars. Jack clutches
the pirate's wrist, looks down --

Where they enter the moonlight, Koehler's wrists and hands
are skeletal.

Jack's eyes go wide -- he is holding a skeleton arm.

JACK
You are cursed.

Koehler sneers, shoves Jack backwards, hard. Now out of the
moonlight, his hand is normal. Jack stares, realizing --

JACK
The stories are true.

Koehler ushers Twigg toward the door. Looks back.

KOEHLER
You know nothing of hell.

And then they're gone.

EXT. PORT ROYAL - NIGHT

Amid the thunder of cannon fire, a longboat slips through
the fog. Elizabeth sits in the prow. Columns of water from
cannon balls geyser up around the boat.

The fog parts. Elizabeth looks up to see --

The Black Pearl, a tall galleon, its black sails looming
high above her. At the bow is an ornately carved figurehead
of a beautiful woman, arm held high, a small bird taking
wing from her outstretched hand.

The longboat makes for a pair of lines dangling from a winch.

EXT. BLACK PEARL - MAIN DECK - NIGHT

Lit by lanterns; no moon is visible beneath the fog. Smoke
hangs heavy above the deck.

Elizabeth's longboat is raised above the deck rail -- pirates
spot her, and stare. One polite fellow steps forward to offer
his hand. She takes it and steps down. She huddles, self-
conscious in her nightgown and dressing robe.

BOSUN
I didn't know we was taking captives.

PINTEL
She's invoked the right of parlay...
with Captain Barbossa.

ON THE POOP DECK -- an imposing FIGURE in silhouette stands
by the wheel, too far away to have heard Pintel's words.

But his head turns at the mention of his name.

The silhouetted figure moves toward the stairs. A cloud of
SMOKE obscures him -- and then, as if he skipped the stairs,
he strides out of the SMOKE on the main deck --

This is BARBOSSA. Despite the bright colors of clothing,
definitely not a man you'd want to meet in a dark alley --
or anywhere, for that matter.

Elizabeth, more terrified than ever, cannot look away from
his eyes. But she musters her courage --

ELIZABETH
I am here to --

The Bosun SLAPS her.

BOSUN
You'll speak when spoken to!

His wrist is grabbed -- painfully -- by Barbossa.

BARBOSSA
And you'll not lay a hand on those
under the protection of parlay!

BOSUN
Aye, sir.

Barbossa releases him. Turns to Elizabeth, smiles -- it shows
both silver and gold teeth.

BARBOSSA
My apologies, miss. As you were
saying, before you were so rudely
interrupted?

ELIZABETH
Captain Barbossa... I have come to
negotiate the cessation of hostilities
against Port Royal.

Barbossa is both impressed and amused.

BARBOSSA
There was a lot of long words in
there, miss, and we're not but humble
pirates. What is it you want?

ELIZABETH
I want you to leave. And never come
back.

Barbossa and the pirates laugh.

BARBOSSA
I am disinclined to acquiesce to
your request.
(helpfully)
Means 'no.'

ELIZABETH
Very well.

She quickly slips the medallion off, darts to the side rail,
dangles it over the side of the ship. The pirates go quiet.

ELIZABETH
I'll drop it!

BARBOSSA
My holds are bursting with swag.
That bit of shine matters to me...
Why?

ELIZABETH
Because it's what you're searching
for. You've been searching for it
for years. I recognize this ship. I
saw it eight years ago, when we made
the crossing from England.

BARBOSSA
(interested)
Did you, now?

Elizabeth glares at him. She's getting nowhere.

ELIZABETH
Fine. I suppose if this is worthless,
there's no reason to keep it.

She flips the medallion up, off her finger --

BARBOSSA
NO!

She catches it by the chain, smiles at him triumphantly.

BARBOSSA
You have a name, missy?

ELIZABETH
Elizabeth --
(stops herself from
saying "Swann"; then:)
Turner.
(embroidering)
I'm a maid in the governor's
household.
(curtsies)

Barbossa reacts to the name Turner: it confirms what he has
suspected. The other pirates surreptitiously exchange glances
and nods.

BARBOSSA
You've got sand, for a maid.

ELIZABETH
(curtsies again)
Thank you, sir.

BARBOSSA
And how does a maid come to own a
trinket such as that? A family
heirloom, perhaps?

ELIZABETH
Of course.
(offended)
I didn't steal it, if that's what
you mean.

BARBOSSA
No, no, nothing like that.
(comes to a decision)
Very well. You hand that over, we'll
put your town to our rudder and ne'er
return.

ELIZABETH
Can I trust you?

BARBOSSA
It's you who invoked the parlay!
Believe me, Miss, you'd best hand it
over, now... or these be the last
friendly words you'll hear!

Elizabeth hesitates, but she has no choice. She holds out
the medallion. He grabs it, clutches it in his fist like
hope.

ELIZABETH
Our bargain...?

Barbossa grins devilishly -- but then nods to the Bosun.

BOSUN
Still the guns, and stow 'em! Signal
the men, set the flags, and make
good to clear port!

For the first time since the attack began, the BOOMING of
the guns ceases. Elizabeth is surprised -- and relieved.

The pirates hustle to follow orders. Barbossa turns away.

ELIZABETH
Wait! You must return me to shore!
According to the rules of the Order
of the Brethren --

Barbossa wheels on her.

BARBOSSA
First. Your return to shore was not
part of our negotiations nor our
agreement, and so I 'must' do nothing.
Secondly: you must be a pirate for
the pirate's code to apply. And you're
not. And thirdly... The code is more
what you'd call guidelines than actual
rules.
(grins gold and silver)
Welcome aboard the Black Pearl, Miss
Turner.

Elizabeth stares in speechless terror --

EXT. PORT ROYAL - HARBOR - PRE-DAWN

As the Black Pearl turns out to sea, Elizabeth is led back
along the deck to the captain's cabin.

The fog starts to dissipate, turning to a light mist; through
it, the Black Pearl makes for the scarlet glow of dawn.

EXT. PORT ROYAL - STREET - PRE-DAWN

Will comes to, still where he fell, gets to his feet.

He takes in the devastation of Port Royal: the harbor is
dotted with burning and sunken ships; buildings are razed
and still smolder. The aftermath of hell on earth.

Will turns, and runs for the Governor's Mansion.

INT. GOVERNOR'S MANSION - MORNING

Will races past the smashed doors, into the foyer. Calls
out:

WILL
Miss Swann! Elizabeth!

A terrible silence answers him. He spots an overturned chair,
fallen bookshelf --

INT. FORT CHARLES - NORRINGTON'S OFFICE - MORNING

Will bursts in, still armed with sword and boarding axe.

WILL
They've taken her! They've taken
Elizabeth!

A group stares at him: Swann, Norrington, and Gillette among
others, gathered around a map. The map is so large it drapes
over the Governor's desk, the far end supported by a chair.

NORRINGTON
We're aware of the situation.

WILL
We have to hunt them down -- and
save her!

Swann's worry has made him short-tempered.

SWANN
Where do you propose we start? If
you have any information that concerns
my daughter, then share it! If anyone
does, tell me!
(Will is silent)
Leave, Mr. Turner.

Murtogg has remembered something. He ventures it warily:

MURTOGG
That Jack Sparrow... he talked about
the Black Pearl.

MULLROY
Mentioned it, is more what he did.

MURTOGG
Still --

WILL
We can ask him where it is -- maybe
he can lead us to it!

SWANN
That pirate tried to kill my daughter.
We could never trust a word he said!

WILL
We could strike a bargain --

NORRINGTON
No. The pirates who invaded this
fort left Sparrow locked in his cell.
Ergo, he is not their ally, and
therefore of no value.
(through with Will)
We will determine their most likely
course, and launch a search mission
that sails with the tide.

Will slams the boarding axe into the desk, through the map.

WILL
That's not good enough. This is
Elizabeth's life!

Norrington is quick to react; he throws a strong arm across
Will's back, and guides him roughly to the door.

NORRINGTON
Mr. Turner, this is not the time for
rash actions.
(low)
Do not make the mistake of thinking
you are the only man here who loves
Elizabeth.
(firm)
Now, go home.

He opens the door, and then turns away. Will watches him
walk back to the desk. Will's face sets in resolve, and he
leaves.

INT. FORT CHARLES - JAIL CELLS - MORNING

Jack strains, trying to budge one of the bars. Even with the
damage from the cannon ball, it won't move. He hears the
sound of the door latch --

The door opens, and Will slips in. Looks around. Jack lounges
on the floor of his cell, apparently relaxed and unconcerned.
Will marches straight up to the bars.

WILL
Are you familiar with that ship? The
Black Pearl?

JACK
Somewhat.

WILL
Where does it make berth?

JACK
Surely you've heard the stories? The
Black Pearl sails from the dreaded
Isla de Mureta... an island that
cannot be found -- except by those
who already know where it is.

WILL
The ship's real enough. So its
anchorage must be a real place. Where
is it?

JACK
Why ask me?

WILL
Because you're a pirate.

JACK
And you want to turn pirate yourself?

WILL
Never.
(beat)
They took Miss Swann.

JACK
(he was right)
So it is that you found a girl. Well,
if you're intending to brave all and
hasten to her rescue and so win fair
lady's heart, you'll have to do it
alone. I see no profit in it for me.

Will slams his fist against the bars in frustration. Jack is
surprised at the outburst. Will thinks... makes a decision.

WILL
I can get you out of here.

JACK
How? The key's run off.

WILL
(examines the cell)
I helped build these cells. Those
are hook-and-ring hinges. The proper
application of strength, the door'll
lift free. Just calls for the right
lever and fulcrum...

Jack watches Will as he speaks, and it dawns on him -- Will
is the spitting image of someone he's known in the past.

JACK
Your name is Turner.

Will gives him a puzzled look.

WILL
Yes. Will Turner.

Jack grins.

JACK
Will Turner...
(he stands)
I'll tell you what, Mr. Turner. I've
changed my mind. You spring me from
this cell, and on pain of death,
I'll get you to the Black Pearl.
(sticks out his hand)
Do we have an accord?

Will gives him a suspicious look. The deal seems too good.

Jack keeps his hand out, still smiling. Will shakes it.

WILL
Agreed.

JACK
Agreed!

Will looks around, figures out what he needs. He makes a
chair his fulcrum, and levers the long bench under the door.
Pushes down -- it's hard work -- but the cell door rises,
and then falls forward, CRASHING down on the bench and chair.

Jack is impressed. He steps out of the cell.

WILL
Someone will have heard that. Hurry.

Will heads for the door. Jack searches the desk, cupboards.

JACK
Not without my effects.

WILL
We need to go!

Jack finds his pistol, sword belt, and compass. Straps on
the belt, checks the shot in his pistol.

WILL
Why are you bothering with that?

JACK
My business, Will. As for your
business -- one question, or there's
no use going.
(joins Will at the
door)
This girl -- what does she mean to
you? How far are you willing to go
to save her?

WILL
(no hesitation)
I'd die for her.

JACK
Good.

EXT. PORT ROYAL - DOCKS - MORNING

The Jolly Mon, four inches of water in the bottom, squats
low in the water, heeled to one side, creaking on its lines.

JACK (O.S.)
Ah, now there's a lovely sight!

Jack hops down into the boat. Prepares to make way.

JACK
I knew the Harbormaster wouldn't
report her. Honest men are slaves to
their conscience, and there's no
predicting 'em. But you can always
trust a dishonest man to stay that
way...

Jack notices that Will is standing, frozen on the dock,
staring at the boat in dismay.

JACK
Come aboard.

WILL
I haven't set foot off dry land I
was twelve, when the ship I was on
exploded.
(regards the boat)
It's been a sound policy.

JACK
No worries there. She's far more
likely to rot out from under us.

Will steels himself, steps into the boat as if its going to
capsize with the slightest movement. Jack hoists the sail.

JACK
Besides, we are about to better our
prospects considerably.

He nods toward the H.M.S. Dauntless, looming in the harbor.

Will whiteknuckles the gunwales.

WILL
We're going to steal a ship? That
ship?

JACK
Commandeer. We're going to commandeer
a ship. Nautical term.

WILL
It's still against the law.

JACK
So's breaking a man out of jail.
Face it, Will: you may say you'll
never be a pirate, but you're off to
a rip-roaring start.
(smiling)
My advice -- smile and enjoy it.

EXT. PORT ROYAL - MORNING

The Jolly Mon bobs its way across the bay, dwarfed against
the H.M.S. Dauntless. Will holds a stay line with iron fists.

WILL
This is either crazy, or brilliant.

JACK
Remarkable how often those two traits
coincide.

The Jolly Man nears the rudder of the much larger ship --

EXT. H. M. S. DAUNTLESS - MAIN DECK - MORNING

There's been a breakdown in discipline; about a dozen Navy
sailors are gathered together on the main deck, playing dice.
Murtogg and Mullroy among them.

Suddenly, Jack and Will jump out, into the open -- brandishing
pistols.

JACK
Everybody stay calm. We're taking
over the ship!

WILL
(a beat)
Aye! Avast!

Jack gives him a look, shakes his head: don't do that.

The sailors all look at them -- and then burst out LAUGHING.
They grin, shake their heads. Jack stands there, grinning
with them -- but his gun is still level. The Lieutenant,
GILLETTE, steps forward.

GILLETTE
You're serious about this.

Jack moves his pistol across, points it at Gillette.

JACK
Dead serious.

GILLETTE
You understand this ship cannot be
crewed by only two men. You'll never
make it out of the bay.

JACK
We'll see about that.

More guffaws from the crew. A couple sailors move forward,
hands on swords -- Gillette holds up a hand.

GILLETTE
Sir, I'll not see any of my men killed
or wounded in this foolish enterprise.

JACK
Fine by me. We brought you a nice
little boat, so you can all get back
to shore, safe and sound.

GILLETTE
(a curt nod)
Agreed. You have the momentary
advantage, sir. But I will see you
smile from the yard arm sir.

JACK
As likely as not.
(calling)
Will, short up the anchor, we've got
ourselves a ship!

EXT. DAUNTLESS - STERN - MORNING

Sailors make their way down a rope ladder, crowd onto the
Jolly Mon. Will pushes hard against the windlass, to no
avail... the anchor is too heavy for one man. Jack notices.

JACK
A little help?

Gillette shrugs, gestures to Murtogg and Mullroy. The three
men throw their weight into the windlass, and it turns.

Jack's pistol is on them the whole time.

MURTOGG
I can't believe he's doing this.

The windless turns, bringing Mullroy into view.

MULLROY
You didn't believe he was telling
the truth, either.

The windless turns some more, and there's Gillette.

GILLETTE
(over his shoulder,
to Will)
Do you have any idea, boy, what you're
doing?

Another quarter turn --

WILL
No.

EXT. DAUNTLESS - FORECASTLE - DAY

Jack and Will crank a capstan, raising the forward jib sail.
It luffs and billows out. The huge ship inches forward slowly,
pulled by just the one sail. Jack grins.

JACK
Lookee there, mate! We're underway!

EXT. PORT ROYAL - DOCK - DAY

Norrington moves along, concentrating on a manifest.

Alongside him is governor Swann, who glances over -- Sees
the tiny Jolly Mon headed toward them, riding low in the
water, overloaded with sailors. Beyond that, the Dauntless
sails -- albeit slowly -- for open waters.

SWANN
Commodore --

NORRINGTON
A moment.

SWANN
But --

NORRINGTON
Please.

SWANN
Dammit, man, it appears someone is
stealing your ship!

Norrington glances out at the bay. Sure enough, the Dauntless
is on the move. Norrington takes a brass telescope from his
belt, opens it, trains it on -- The main deck. He picks out
Will --

NORRINGTON
Rash, Turner, too rash.

-- then spots Jack, at the wheel. Lowers the telescope.

NORRINGTON
That is, without doubt, the worst
pirate I have ever seen.

EXT. H . M. S. DAUNTLESS - DAY

Out in the open sea, Jack leans on the wheel, relaxed; not
much sailing to do with a following wind. Will looks back --

WILL
They're coming!

He points: the sails of the Interceptor fill out, and the
ship cuts through the water toward them --

EXT. H.M.S. INTERCEPTOR - DAY

Norrington's smaller ship quickly comes alongside the slow
moving Dauntless. Its decks appear empty. Grappling hooks
are thrown, and sailors draw the two ships together.

Norrington's men swarm across.

NORRINGTON
Search every cabin, every hold, down
to the bilges!

PULL BACK, away from the Dauntless, and past the railing of
the Interceptor, where a single SENTRY stands watch -- and
we find a soaked Jack and Will as they climb up over the
side of the smaller ship, unseen.

Jack tackles the Sentry from behind, covers his mouth.

JACK
Can you swim?
(the man struggles)
Can. You. Swim?

Jack removes his hand.

SENTRY
Of course, sir. Like a fish. I grew
up summers living in Dover, with my
uncle --

JACK
Good.

Jack lifts the man up, throws him overboard. Quickly unties
the ropes to the grappling hooks. Will cranks the capstan
bars, raising the foresail --

EXT. H . M. S. DAUNTLESS - DAY

Norrington emerges from a gangway -- and sees his other ship
moving away.

NORRINGTON
Sailors! Back to the Interceptor!

But the distance is already too great. One brave sailor tries
to swing across on a rope, Errol-Flynn style, but falls short
with a splash.

Jack waves, and shouts across the distance --

JACK
Thank you, Commodore, for getting
our ship ready to make way! We'd've
had a hard time of it by ourselves!

Norrington seethes, but his order to Gillette is measured:

NORRINGTON
Raise the sails.

GILLETTE
The wind is quarter from astern...
by the time we're underway, we'll
never catch them.

NORRINGTON
We need only to come about, to put
them in range of the long nines.

Gillette looks surprised at the order -- but relays it.

GILLETTE
Hands! Come about! Jackets off the
cannons!
(to Norrington)
We are to fire on our own ship?

NORRINGTON
Better to see it at the bottom of
the sea than in the hands of a pirate.

The STEERSMAN turns the wheel. The Dauntless' course does
not change one whit.

STEERSMAN
Captain, there's a problem.

The Steersman spins the wheel. It goes round and round, with
no signs of slowing.

STEERSMAN
He's disabled the rudder chain, sir.

NORRINGTON
So it would seem.

The Interceptor dwindles with distance. Gillette watches it
go, with some degree of admiration.

GILLETTE
He's got to be the best pirate I've
ever seen.

Norrington reaches out, stops the spinning ship's wheel.

NORRINGTON
So it would seem.

The Interceptor makes for the horizon line. A SLOW DISSOLVE
and with the time passage, the ship is gone; the sky turns a
deep twilight blue --

EXT. CARIBBEAN SEA - EVENING

-- with the fat white moon riding just above the horizon.

Suddenly, the edge of a black sail cuts into the foreground,
accompanied by the ROAR of the wind and the SNAP of canvas --

INT. BLACK PEARL - CAPTAIN'S CABIN - EVENING

Elizabeth stalks the cabin. Pintel enters, carrying a black
silk dress.

PINTEL
You'll be dining with the Captain,
and he requests you wear this.

ELIZABETH
Tell the captain that I am disinclined
to acquiesce to his request.

PINTEL
(happy)
He said you say that! He also said
if that be the case, you'll be dining
with the crew, and you'll be naked.

Angry, Elizabeth holds out her hand. Pintel's grin fades.

PINTEL
(hands it over)
Fine.

He exits, pouting. Elizabeth examines the dress --

INT. BLACK PEARL - CAPTAIN'S CABIN - NIGHT

Barbossa enters, followed by PIRATES carrying trays of food,
wine, table setting, etc. Elizabeth stands at the small table
in the dress -- lovely.

BARBOSSA
Maid or not, it fits you.

ELIZABETH
Dare I ask the fate of its previous
owner?

BARBOSSA
Now, none of that. Please dig in.

The table is set. Elizabeth sits, cuts a tiny piece of meat,
eats it daintily.

BARBOSSA
No need to stand on ceremony, and no
call to impress anyone. You must be
hungry.

Elizabeth drops the pretense: she's starving, and begins to
eat like it. Barbossa watches her intently.

BARBOSSA
Try the wine.

Elizabeth does, a huge swig; she tears off a hunk of bread,
devours it.

BARBOSSA
And the apples -- one of those next.

She starts to bite into the apple -- stops. She is suddenly
aware of Barbossa's gaze -- and that he is not eating.

ELIZABETH
It's poisoned!

She shoves her plate away -- and takes the opportunity to
palm her knife. Barbossa LAUGHS.

BARBOSSA
Oh, there would be no sense in killing
you, Miss Turner.

ELIZABETH
Then why aren't you eating?

BARBOSSA
Would that I could.

He produces the medallion, lets it dangle from his fingers.

BARBOSSA
Do you not know what this is, then?

ELIZABETH
It's a pirate medallion.

BARBOSSA
It's a piece of the treasure of Isla
de Muerta.

Elizabeth gives an infinitesimal shrug, intrigued despite
herself.

BARBOSSA
Ah, so you don't know as much as you
pretend. Back when Cortes was cutting
a great bloody swath through the New
World, a high priest gave him all
the gold they had, with one condition:
that he spare the people's lives. Of
course, Cortes being Cortes, he
didn't.
(nods)
He'd've made a great pirate, that
one.

Barbossa stands, moves to a shelf. Puts a key to a medium
sized polished wooden box -- the Captain's chest. Opens it.

BARBOSSA
So the priest, with his dying breath,
called on the power of the blood of
his people, and put on the gold a
curse. If anyone took so much as a
single piece, as he was compelled by
greed, by greed he would be consumed.

Inside the chest are charts, some gold, a sextant -- and a
few pages of a Mayan CODEX, pieces of tree bark inscribed
with Mayan glyphs. Barbossa removes them carefully, sets
them on the table. Pours over them.

BARBOSSA
Within a day of leaving port for
Spain, the treasure ship carrying
the gold... something went wrong.
The ship run aground, every man aboard
dead, save one. He survived long
enough to hide the gold ashore.
(beat)
Over time, the dark magic of the
curse seeped into the place, making
it a cursed island. An island of
death. Isla de Muerta.

He looks up. Elizabeth has been rapt, involved in the story --
but feigns a dismissive attitude.

ELIZABETH
That's all very interesting, but I
hardly believe in ghost stories any
more.

Barbossa is angry. He stands, sweeps the food off the table.

BARBOSSA
You idiot girl! It's no make-believe!
My crew and I, we found the gold,
and we did more than take one piece,
we took it all. Rich men we were and
we spent it and traded it and gave
it away in exchange for drink and
food and pleasant company. But we
found out: the drink could not sate
us, and the food turned to ashes in
our mouths, and no amount of pleasant
company could ease our torment.
(regains his composure)
We are cursed men, Miss Turner,
condemned, to be forever consumed by
our own greed. Gold calls to US,
always, and we are driven, always,
to find more, and add it to the
treasure.

Barbossa picks up the priceless Codex. Crushes them in his
fist.

BARBOSSA
There is but one way to remove the
curse. All of the scattered pieces
of the treasure must be restored in
full, and the blood repaid.
(he throws the pages
aside)
We've recovered every piece --
save for this.
(holds up the medallion)
And as for the blood... that's what
we have you for.
(pleasant, finally
getting to his point)
And that's why there's no sense in
killing you. Yet.

Elizabeth stares at him, horrified. Using the toe of his
boot, Barbossa flips an apple up off the floor, catches it,
extends it to Elizabeth.

BARBOSSA
Apple?

Elizabeth slowly reaches for the apple -- and then comes up
out of her chair, trying to run around Barbossa. They struggle
briefly, and then suddenly he shoves her away --

Elizabeth's stolen KNIFE is buried in Barbossa's chest, to
the hilt --

Barbossa is completely unaffected. He opens his shirt to get
a better look at the knife, pulls it out with little effort.
There is BLOOD on the blade, but none anywhere else.

BARBOSSA
I'm curious -- after killing me,
what is it you were planning to do
next?

Elizabeth backs away, whirls and barrels out the door --

EXT. BLACK PEARL - MAIN DECK - NIGHT

-- Elizabeth comes to dead stop. She stares, her jaw working,
trying to scream but unable to --

The pirate crew works at their stations, coiling lines,
navigating the ship, swabbing decks -- but where the moonlight
falls across their bodies, they are naught but SKELETONS...

Elizabeth turns away from the sight --

Barbossa stands just inside the doorway, out of the moonlight.
He grabs her roughly by the shoulders and jerks her back
around -- Elizabeth shuts her eyes --

BARBOSSA
Look!
(shakes her)
LOOK! The moonlight shows us for
what we really are! We are not among
the living and so we cannot die --

He spins her back around to face him -- he leans forward,
putting his face in the moonlight, turning it into a gleaming
SKULL with gold and silver teeth --

BARBOSSA
-- but neither are we dead! We have
all the desires of the living, but
cannot satisfy them! Ten years I
have been parched of thirst, and
unable to quench it! Ten years, I
have been starving to death -- and
haven't died!
(raises his hand)
And I have not felt anything for ten
years... Not the wind on my face,
nor the spray of the sea...
(reaches toward
Elizabeth)
...nor the flesh of a woman...

Elizabeth flinches away from the skeletal hand. It drops
away -- he takes a bottle of wine from the opened case beside
the cabin door, uncorks it with his teeth, raises it.

BARBOSSA
You'd best start believing in ghost
stories, Miss Turner. Because now
you're in one.

He tilts the bottle and drinks -- it runs over his jaw,
through his rib cage, drenching his clothes.

Elizabeth darts around him, back into the cabin, and shuts
the door. Barbossa hurls the bottle away.

INT. BLACK PEARL - CAPTAIN'S CABIN - NIGHT

Elizabeth huddles in the far corner of the cabin, terrified.

EXT. CARIBBEAN SEA - DAY

The Interceptor cuts across the waves. Jack at the wheel;
Will tightens a line, moves back astern.

EXT. INTERCEPTOR - MAIN DECK - DAY

Will sharpens his sword with a whetstone: shhhk -- shhhk...

JACK
For a man whose made an industry of
avoiding boats, you're a quick study.

WILL
I worked passage from England as a
cabin boy.
(an attempt at guile)
After my mother passed, I came out
here... looking for my father.

JACK
Is that so?

WILL
My father. William Turner?

Jack says nothing. Will has lost the patience for guile.

WILL
I'm not a simpleton. At the jail --
it was only after you learned my
name that you agreed to help.
(a smile)
Since that's what I wanted, I didn't
press the matter. But now --
accusation you knew my father.

Jack considers his reply -- settles on 'truth.'

JACK
I knew him. Probably one of the few
who knew him as William Turner. Most
everyone just called him Bill, or
'Bootstrap' Bill.

WILL
'Bootstrap?'

JACK
Good man. Good pirate. And clever. I
never met anyone with as clever a
mind and hands as him. When you were
puzzling out that cell door, it was
like seeing his twin.

WILL
(angry)
That's not true.

JACK
I swear, you look just like him.

WILL
It's not true that my father was a
pirate.

JACK
Figured you wouldn't want to hear
it.

WILL
He was a merchant marine! He was a
respectable man who obeyed the law,
and followed the rules--

JACK
(laughs)
You think your father is the only
man who ever lived the Glasgow life,
telling folk one thing, and then
going off to do another? There's
quite a few who come here, hoping to
amass enough swag to ease the burdens
of respectable life. And they're all
'merchant marines.'

WILL
My father did not think of my mother --
his family -- as a burden.

JACK
Sure -- because he could always go
pirating.

WILL
My father -- was not -- a pirate!

Will's sword is out, levelled at Jack. Jack gives him a
disbelieving look, sighs.

JACK
Put it away, Will. It's not worth
getting beat again.

WILL
You didn't beat me. You ignored the
rules of engagement. In a fair fight,
I'd kill you.

JACK
Then that's not much incentive for
me to fight fair, is it?

He kicks a lever on a wench. The sail boom whips around and
slams Will in the chest -- sweeping him off the ship. His
sword clatters onto the deck. Will dangles above the water.

Jack slips a loop of rope around the wheel to hold the course.
Picks up the sword -- and pokes at Will with it.

Will hand-over-hands away from the blade, to the end of the
boom.

JACK
As long as you're just hanging there,
pay attention. Must, Should, do,
don't, shall, shall not -- those are
just suggestions. There are only two
absolute rules.
(ticks them off on
his fingers)
What a man can do. And what a man
can't do.

Will looks away, not interested.

JACK
For instance: you can accept that
your father was a pirate and still a
good man... or you can't. Now me, I
can sail this ship to Tortuga, by
myself...
(Will looks alarmed)
But I can't just let you drown.

Jack swings the boom back in. Will drops to the deck. Jack
holds the hilt of the sword out. Will takes it. Glares at
Jack, considers what he'll do next. Jack watches him coolly.

Will turns and strides to his spot on the deck, sits down,
and resumes sharpening his sword: shhhk -- shhhk -- shhhk...

Jack breathes silent sigh of relief. Notices his hand is
shaking -- he takes the wheel.

WILL
Tortuga?

JACK
Oh -- did I forget to mention that?

EXT. TORTUGA - DAY

A dank and dirty port, where the tides seem to have swept
together the scum of the Caribbean -- pirates, privateers,
prostitutes, thieves, and drunkards.

With its cantered, rotting docks, weatherbeaten buildings,
and odd assortment of livestock running free -- a donkey,
chickens, etc. -- it is far less civilized than Port Royal.

Jack and Will move through the crowd. A REDHEADED woman turns
her head -- she has noticed Jack.

JACK
We need a crew. We can manage the
ship between islands, but the open
sea, that's another matter --

Suddenly the Redhead SLAPS Jack, hard. Satisfied, she turns
and strides off. Will ignores her.

WILL
Just do it quickly.

JACK
(rubbing his jaw)
Don't worry. I've already got my
Quartermaster -- there!

Jack leads Will toward a pub: the Faithful Bride, the emblem
over the door a politically incorrect painting of a smiling
woman holding a bouquet in her chained-and-manacled hands.

Jack pulls open the door; Will goes inside passing a pretty
ASIAN women coming out -- she sees Jack and immediately SLAPS
him, cursing something in Chinese. Jack backs away --

INT. THE FAITHFUL BRIDE - DAY

Jack closes the door on the woman, joins Will. They take in
the place -- it is populated with a slightly higher class of
scum. Jack spots a BARTENDER, smiles, moves forward --

-- and is suddenly DECKED by a waitress. This is ANAMARIA,
tall, strong, tough; she didn't spill a drink off her tray.

ANAMARIA
You stole my boat.

JACK
AnaMaria! Have you seen Gibbs? I
need to put together --

She SLAPS him again. Will shakes his head, heads for the
bar. Jack gets up.

JACK
Borrowed. Borrowed your boat.
(off her look)
Without permission.

AnaMaria charges; Jack backs away, puts a table between them.
She chases him around the table, still carrying the tray.

ANAMARIA
My dory. The Jolly Mon. Where is it?

JACK
Safe! At Port Royal. With the Royal
Navy.

ANAMARIA
That boat is my livelihood!

JACK
You'll get it back. Or one better.

ANAMARIA
(a threat)
I will.

Away from them, a PATRON calls for his food. AnaMaria scowls
at Jack, moves away -- comes back for one more SLAP!

WILL
Jack! Over here!

AT THE BAR, Will has spoken to the Bartender. Jack arrives,
rubbing his chin.

WILL
He knows Gibbs.

The Bartender nods 'yes.' Then nods 'out back.' Then produces
a water bucket from behind the bar.

Jack and Will exchange a look, and Jack takes the bucket.

EXT. THE FAITHFUL BRIDE - REAR - DAY

A drunken man lays in the mud, having a friendly conversation
with two pigs. He wears an old tattered Navy jacket.

A sudden SPRAY OF WATER splashes across his face, revealing:
this is old JOSHAMEE GIBBS (the man who told pirate stories
to Elizabeth when she was a child). He sputters and roars:

GIBBS
Curse you for breathing, you slack-
jawed idiot
(recognizes Jack)
Mother's love, Jack, you know better
than to wake a man when he's sleeping.
It's bad luck!

JACK
Well, fortunately, I know how to
counter it. The man who did the waking
buys the man who was sleeping a drink,
and the man who was sleeping it drinks
it while listening to a proposition.

GIBBS
Aye, that'll about do it.

Jack helps Gibbs to his feet -- and then Gibbs is hit with a
second wave of water. Will stands there with the bucket.

GIBBS
Blast it, I'm already awake!

WILL
I know. That was for the smell.

INT. THE FAITHFUL BRIDE - DAY

Jack and Gibbs sit at a table in the shadows, a single candle
illumining them, speaking in hushed voices. Will is away
from them, at the door, hand on sword, keeping a lookout.

A tankard is set down. Gibbs lifts it to take a swig --

JACK
Just the one.

Gibbs pauses. He takes a dainty sip.

GIBBS
Make it last, then. Now, what's the
nature of this venture of yours?

JACK
First -- have you found me a crew?

GIBBS
Oh, there's a hard tale, Jack. Most
of the decent pirates in town won't
sail with you -- seem to think you're
a jinx.

JACK
Now where, I wonder, would they have
gotten that idea?

Gibbs evades answering by taking a long sip. Jack leans
forward. Gibbs leans forward.

JACK
I'm going after the Black Pearl.

Gibbs straightens up like he's been hit. He stares. He reaches
for the drink as if to down it -- but then sets it back down.
He leans forwards again. Jack has not moved.

GIBBS
Say again?

JACK
I'm going after the Black Pearl. I
know where its going to be, and I'm
going to take it.

GIBBS
Jack, it's a fool's errand: You've
heard the tales they tell about the
Pearl.

JACK
Aye, and that's why I know where
it's going to be, and that's why I
know what Barbossa is up to. All I
need is a crew.

GIBBS
(shakes his head)
A fool's errand.

JACK
Not if the fool has something Barbossa
wants. Something he needs.

GIBBS
And you've got that, have you?

ANGLE ON: Jack, as he smiles enigmatically, and shifts his
eyes -- behind him, Will, still on guard, glares a sailor
away from the table.

JACK
Back there, guarding the door is the
son of old Bootstrap Bill Turner.

Gibbs' eyes widen over the edge of the tankard. Peers at
Will. Then smiles, with more missing teeth than good ones.

GIBBS
Well, lookee there. I'll allow you
may be onto something, Jack.
(considers, nods)
There's bound to be sailors on this
rock crazy as you. I'll find some
men.

Gibbs downs the drink, SLAMS the tankard on the table.

Will reacts to the sound, draws both sword and dagger, kicks
over a table for cover, and whirls on anyone who moves.

GIBBS
Kid's a bit of a stick, isn't he?

JACK
That he is.

EXT. TORTUGA - DOCK - LATER - DAY

On the docks, a disheveled, motley and weatherbeaten group
of about a dozen swabs stand in a ragged line-up.

GIBBS
Feast your eyes, Cap'n. All of 'em
good sea-faring men, faithful hands
before the mast, every one worth his
salt --
(sotto, making his
point)
-- and crazy, to boot.

Jack holds up a hand -- enough. He moves down the line, Gibbs
at his side. Then he notices AnaMaria in line, dressed like
a man, He raises an eyebrow.

ANAMARIA
You owe me a boat.

Jack nods, continues. One sailor is quite fat, another thin
and sickly. Jack is not happy with his choices.

He stops in front of COTTON, a short sailor with a large,
colorful PARROT on his shoulder. Jack raises an eyebrow.

GIBBS
Cotton here is mute, sir. Poor devil
had his tongue cut out --

Cotton opens his mouth to show this -- Jack grimaces.

GIBBS
-- so he went and trained the parrot
to do the talking for him, nobody
knows how. Nobody knows the parrot's
name, neither, so we just call it
'Cotton's parrot.'

Jack decides to test this.

JACK
Mr. Cotton. Do you have the courage
and fortitude to follow orders and
stay true, in the face danger, and
almost certain death?

Cotton lifts the parrot off his shoulder, raises it --

COTTON'S PARROT
Wind in your SAILS! Wind in your
SAILS!

GIBBS
Mostly, that seem to mean 'yes.'

Cotton nods vigorously, lowers the parrot, and it goes silent.
Jack shakes his head. Steps back.

JACK
That goes for the rest of you! Danger
and near certain death.
(turns away)
For we are to sail for the Isla de
Muerta, to rescue the daughter of
Governor Swann. An equal share of
the reward shall be --

Jack hears movement, looks back -- several potential crew
members back away in fright; first one, then another, turn
and run, followed by more.

Soon just a half dozen are left, including Cotton (with
parrot) -- and AnaMaria.

WILL
Shut up, before you lose them all!

JACK
These are the only ones worth having.
(glances at the sky)
And we're going to need them --

EXT. H. M. S. INTERCEPTOR - DAY

A FLASH of lightening and the CRACK of thunder. The canvas
of every sail is stretched taut. The ship rocks as it drops
into the valley of huge swell, climbs up the other side.

On board, the new crew members scurry about their tasks,
pulling lines and trimming sails. Excellent sailors, it takes
everything they have to keep the ship afloat.

AnaMaria is at the helm. Gibbs staggers along the deck.

GIBBS
That fool will have us lose the
canvas, and the masts besides!

On Jack, a ROARING wind blowing back his hair, eyes intent
on their course. Gibbs climbs the tilted deck toward him.

GIBBS
We'd best drop canvas, sir!

JACK
She can hold a bit longer.

The wind picks up, howling. Jack smiles.

GIBBS
(shouts)
What's in your head to put you in
such a fine mood?

JACK
(shouts)
We're catching up!

Jack turns back to the sea, enjoying himself. Gibbs stares
at him like he's a crazy man.

INT. BLACK PEARL - CAPTAIN'S CABIN - DAY

The sound of RAIN pounds down on the deck above -- then
suddenly stops. Elizabeth moves to the stern windows, looks
out at the rolling sea below -- no escape there.

She hears the sound of a VOICE calling, gazes up, wondering

EXT. BLACK PEARL - CROW'S NEST - DAY

High on the main mast, Twigg cups his hands to his face,
calls down:

TWIGG
Isla de Muerta! Isla de Muerta, off
the port bow!

ON DECK, Barbossa moves to the rail. The storm clouds are
breaking up. On the horizon is a dark, ominous shape: ISLA
DE MUERTA. Mostly sheer unfriendly cliffs that shoot straight
into the water. It is surrounded by a slate grey sea.

Barbossa grasps the rail with both hands, his expression a
mixture of loathing and fear. Jacoby approaches, hesitant.

JACOBY
Orders, Captain?

BARBOSSA
Bring her in, not too close. I won't
brave the reef, not until high tide.
We lay anchor before dark.

Jacoby nods, backs away. Barbossa continues to stare --

BARBOSSA
...that is, if it first doesn't sink
back down to hell from where it came.

EXT. CARIBBEAN SEA - DAY

The Interceptor, on open waters, glorious, her white sails
set wing-to-wing.

EXT. H.M.S. INTERCEPTOR - DAY

CLOSE ON: Jack's compass, cradled in both hands. Jack leans
over and studies it -- almost like he's praying.

ON THE COMPASS -- the face shows old-fashioned rose petal
style direction markers below a quivering indicator that
settles on -- southeast.

JACK
Bear three points starboard.

AnaMaria turns the wheel, adjusting course. The ship leans
into the new direction. Jack looks down --

ON THE COMPASS -- where the indicator spins, reverses, settles
on -- northeast.

JACK
Six points port!

AnaMaria frowns, but follows the order, turns the wheel back,
and the ship responds.

Will works on deck, coiling a rope -- but he watches Jack
and AnaMaria, clearly not happy. Gibbs hobbles up.

GIBBS
Left handed-ropes are coiled against
the sun, or it's bad luck!
(twirls a finger)
Anty-clockwise.

Gibbs takes over the task. The ship shifts course again.

Will has had enough.

WILL
How do we expect to find an island
no one can find -- with a compass
that doesn't work?

GIBBS
Now, lad, just because it don't point
north don't mean it don't work.
(voice low)
That compass gives bearings to the
Isla de Muerta, wherever it may lie.

WILL
Really?
(moves closer)
So... what's the story on the pistol?

Gibbs settles in, happy to have a willing listener.

GIBBS
I'll tell you. Now, Jack Sparrow has
an honest streak in him, and that's
where the whole problem starts. This
was when he was Captain of the Black
Pearl --

WILL
What? He never told me that.

GIBBS
Ah -- he's learned, then. Plays things
more close to the vest. See, Jack
was a cartographer, back in Old
England. Somehow he came by the money
to commission the Pearl. Hired himself
a crew, promised each man an equal
share.
(lowers his voice)
So, they're forty days out, and the
First Mate says, everything's an
equal share, that should mean the
location of the island, too. So Jack
gave up the bearings.
(shakes his head)
That night, there was mutiny.

Gibbs voice is a whisper, now, so Will has to lean closer.

GIBBS
Jack gave hisself up for the sake of
his loyal crewmen. He was marooned
on an island, left there to die.

WILL
How did he get off the island?

JACK
(loud)
I didn't!

Will and Gibbs jump. Jack is right there beside them.

JACK
My body's still there, rotting away,
and I am but a ghost!

Will and Gibbs aren't sure what to make of that. Jack laughs.

GIBBS
How did you get off the island?

JACK
Ah, that's a dark and unpleasant
tale, best left untold.

He starts off.

WILL
Wait -- what about the pistol?

JACK
The pistol. When a pirate is marooned,
Will, he's given a pistol with a
single shot. No good for hunting, or
surviving, really. But after three
weeks of starvation and thirst --
the option of that pistol begins to
look good.

Jack lets this sink in. He pulls out the pistol, raises it.

JACK
But I survived. And I still have
that single shot. It's meant for one
man. My mutinous first mate --

WILL
Barbossa.

Jack shoots a glance at Will -- nods, and moves away.

EXT. ISLA DE MUERTA - CAVE ENTRANCE - EVENING

On Barbossa, face upturned. No expression in his eyes.

Around him a group of pirates, Elizabeth among them, stand
as still as stones, in front of a dark cave opening. Their
faces look upward, their total lack of movement disconcerting.

Above the cave, on a hillock, the pirate Koehler gazes out
toward the horizon. Slowly he TRANSFORMS, head-to-toe, from
pirate to SKELETON --

The MOON has climbed free of the storm clouds, rising large.
and full on the horizon. The skeleton turns --

KOEHLER
Moonrise, Captain! First night of
full.

BARBOSSA
Hah!
(to the pirates)
Be mindful of pits and crevasses.
Stay together.

He takes a torch. Moves into the cave. The pirates follow.

INT. ISLA DE MUERTE - CAVES - NIGHT

The group keeps together under the firelight. The path leads
between boulders on a slope downhill. From the echoes and
shadows, it's clear the cave system must be huge.

Elizabeth glances over -- the torches illumine caverns off
to the side -- and just the edge of a mound of coins.

Clearly there is more, but the rest is lost in darkness.

Twigg, gazing upward in wonder, moves a few feet away from
the group. Barbossa grabs him as he nears a chasm.

BARBOSSA
Careful, mate. Fall down there, you'd
die and miss Judgement Day -- for
not even the Lord himself'll come
look for you here.

Barbossa lets go, and moves on, descending down, twisting
and turning, but always down --

EXT. H.M.S. INTERCEPTOR - NIGHT

Cotton pulls a sail line, looks out -- sees something. He
lifts the parrot off his shoulder, strokes it along the back.

COTTON'S PARROT
Land HO! Land HO! LAND ho! LAND ho!

Indeed, the faint outline of Isla de Muerta is in the distance
on the port side. Will stands, excited, jumps onto the rigging
for a better look.

But AnaMaria, at the helm, stares at Cotton, and the parrot.

ANAMARIA
How does he do that?

JACK
They'll be anchored on the lee side.
Haul your wind, and keep to the
weather of the island --

INT. ISLA DE MUERTE - CAVES - NIGHT

Flickering torchlight. Pirates stoop low to enter a cavern
and revealed is the spectacular treasure of Isla de Muerta:
overflowing, chests of coins, gold and silver ingots, jewelry,
objects d' art, jade and ivory, brightly colored silks,
furniture, jewels and pearls; mirrors and swords -- anything
and everything of value that might be carried by ship, is
here.

The pirates move through, Elizabeth can't help but gaze in
wonder.

ELIZABETH
The curse drove you to gather this?

BARBOSSA (O.S.)
Aye. And not a bit of it any use to
us, only hoarded. But it will drive
us no longer.

Elizabeth pauses, staring at herself in a jewel-encrusted
mirror -- and then is pushed along by the pirates.

EXT. ISLA DE MUERTE - LAGOON - NIGHT

The Interceptor lies at anchor in the distance. Closer, Jack
and will row away from the larger vessel in a small longboat,
toward the rocky shore.

The RUSH of a waterfall grows louder. Will looks: ahead of
them is a black CAVE MOUTH, right at water level.

WILL
What's that?

JACK
Depends.

WILL
On what?

JACK
On whether the stories are all true.
If they are, that's a waterfall that
spills over at high tide, with a
short drop to an underground lagoon.
If not --

By now, the moving water tugs on the longboat, and they are
sucked in --

JACK
-- well, too late.

The boat rushes forward, plunges into the darkness --

INT. CAVES - UNDERWATER LAGOON - NIGHT

-- the longboat takes a harrowing drop over a short
waterfall... but then lands safely in a gorgeous underwater
lagoon, floats lazily toward a sandy shore.

JACK
Chalk one up for the stories.

Will leaps out into the water, pulls the boat ashore --

INT. CAVES - BED CAVERN - NIGHT

The pirate group reaches the end of a small chamber of mostly
jewels and pearls piled around a large bed --

INT. CAVES - MAIN CAVERN - NIGHT

-- and then emerge into the largest cavern of all, also
crammed with treasure, including several mountains of gold
coins that reach the ceiling. Treasure everywhere --

Except for one spot in the center. A hole in the ceiling
lets in a column of moonlight, which illumines:

A stone chest, lid pushed back, decorated with carved Aztec
glyphs, filled with gold coins identical to Will's medallion.
A sharp stone knife lies on top.

In front of it, buried in the sand is a skeleton -- and this
one doesn't look like it's going to move ever again, judging
by the sword in its back. A crab scurries away from it as
the group approaches.

BARBOSSA
Here we stand before the cursed
treasure of Cortez himself. Won by
blood, it demands blood in return.

All eyes turn -- onto Elizabeth. Pintel takes the stone knife
from the chest, approaches her. Elizabeth shrinks back, but
is held by two other pirates.

Pintel grins. Grabs her by the wrist. She turns her head
away, shuts her eyes.

Pintel raises the knife...

...and then very carefully, daintily, uses just the sharp
tip of the knife to just prick! Elizabeth's finger.

One tiny red drop of blood appears, and drips down onto the
medallion.

Elizabeth opens her eyes, surprised.

PINTEL
What did you expect? We're all
gentlemen here, right and proper.

The pirates laugh. Barbossa takes the medallion, grins at
Elizabeth.

BARBOSSA
You know the first thing I'm going
to do after the curse is lifted?
(grins)
Eat a whole bushel of apples.

Barbossa approaches the chest, shining in the beam of
moonlight.

BARBOSSA
What was begun by blood, let blood
now end!

He tosses the gold medallion onto the others.

The pirates tense, waiting, expectant. A long beat. They all
look at each other, look at themselves. Nothing happens.

KOEHLER
Did it work?

DEADEYE
I don't feel no different.

JACOBY
How do we tell?

Barbossa frowns, draws his pistol, and SHOOTS the pirate
next to him -- Jacoby -- square in the chest. Jacoby reacts
in shock, grabs his chest... but doesn't die.

KOEHLER
You're not dead.

JACOBY
No.
(realizes)
He shot me!

TWIGG
It didn't work! The curse is still
upon us!

Barbossa searches his mind for an answer... turns to
Elizabeth.

BARBOSSA
You. Maid. Your father. What was his
name?!
(grabs her roughly)
Was your father William Turner?!

Elizabeth takes time to smile before answering:

ELIZABETH
No.

The pirates cry out in alarm. Barbossa gathers himself,
getting his rage under steely control.

BARBOSSA
Where's his child? The child that
sailed from England eight years ago,
the child who is the real owner of
that medallion, the child in whose
veins flows the blood of William
Turner?! Where?

Barbossa SLAPS her hard across the face, sending her
sprawling.

JACOBY
(to Pintel)
You brought us the wrong person!

PINTEL
She had the medallion! She's the
right age. She said her name was
Turner!

TWIGG
(to Barbossa)
You brought us here for nothing?

Barbossa whirls on him --

BARBOSSA
If you had sailed with Morgan for
ten years like I have, you'd know
not to question me!

Elizabeth sits up, watching the pirates argue, for a moment
unnoticed. Suddenly, a scabbard comes down, right above her.

Startled, Elizabeth looks up --

-- Will is at the top of a mound of coins, reaching down
with his scabbard for her to grab onto.

Elizabeth quickly leans forward, takes the bloodied medallion
from the pile. Reaches back, grabs the scabbard.

Will pulls her up --

BARBOSSA
If any coward here dare challenge
me, let him speak! Any more talk,
I'll chain ye to a cannon and send
ye to the watery depths!

A sound catches his attention -- coins falling. He looks up,
sees Will and Elizabeth at the top of the treasure stack.

ATOP THE STACK, Will grabs a large shield, flings them forward --
the two ride down the mountain of coins on the far side,
slide through a small opening --

INT. ISLA DE MUERTE - SMALL CAVERN - NIGHT

Behind them, loose coins from their slide come down in an
avalanche, sealing the entrance.

Elizabeth jumps up, silver platter in hand, ready to swing --
Jack catches her before she can do any damage. They recognize
each other.

ELIZABETH
You?!

JACK
Me!

ELIZABETH
You're in league with Barbossa!

JACK
No, I'm -- rescuing you.

Elizabeth can't comprehend that one.

ELIZABETH
You?!

Will gains his footing in the rubble.

WILL
Miss Swann! We're here to rescue
you!
(sounds of pursuit,
approaching)
It's going badly!

JACK
This way!

They race off, toward a bit of moonlight --

EXT. ISLA DE MUERTE - NIGHT

The three climb up a dark crevasse that leads out onto the
island. Will takes Elizabeth's hand, helps her.

WILL
I'm glad we got here in time.

ELIZABETH
Truthfully -- you were a bit late.

JACK
The trick isn't getting here, it's
getting away.

As if on cue, they hear the yells of pirates, coming closer.
They take off --

EXT. ISLA DE MUERTE - CLEARING - NIGHT

The three race through the rocks, the sounds of pursuit close
behind. Suddenly Jack stops.

ELIZABETH
Come on!

JACK
No. This won't work.
(a quick decision)
I'll stay behind, and fight them.
You go on.

Will and Elizabeth stare at him.

WILL
No.

JACK
I'll lead them away.

The sounds are closer.

JACK
Go to the opposite end of the island,
and signal the ship. I'll keep 'em
busy.

WILL
Are you sure? Jack -- this is not
something you have to do.

JACK
I'm sure. When you've led the kind
of life I have, there are debts that
must be paid. Maybe I can balance
the scales a little.

Will nods, hesitates... gives Jack his sword -- now Jack has
two, one for each hand. Elizabeth gives him a quick kiss.

Will and Elizabeth race away, and are gone.

Jack watches them for a moment, turns to face the pirates.

He sticks the two swords in the ground, crossed. Leans
casually against a rock.

A group of pirates round a corner, cutlasses drawn, ready to
fight -- but Jack raises his hand.

JACK
I invoke the right of parlay,
according to the Code of the Brethren,
set down by the pirates Morgan and
Bartholomew...

EXT. ISLA DE MUERTE - NIGHT

Jack stands before Barbossa, surrounded by pirates. Jack has
a wide smile on his face -- and Barbossa doesn't like it.

BARBOSSA
I'm inclined to kill you now, Jack
Sparrow, without so much as a word,
if you don't lose that grin from
your face.

Jack's smile remains. Barbossa puts a hand to his cutlass --

JACK
The woman's blood didn't work, did
it?

Barbossa hesitates.

JACK
I know who's blood you need, to end
the curse.

BARBOSSA
Say the name, or I slit your throat.

JACK
No you won't.

Barbossa nods. Pintel steps forward, puts a blade to Jack's
throat. Jack's smile widens.

PINTEL
Now?

BARBOSSA
(nods)
Now.
(Pintel grins)
No, don't kill him.

Surprised, Pintel lowers his cutlass. Jack's expression hasn't
changed.

BARBOSSA
Allow me the humor of listening to
your terms.

JACK
Simple. I have something you want
more than anything. The way to free
you from the curse of the treasure.
You have something I want -- more
than anything.

BARBOSSA
The Pearl?
(laughs)
Oh, that's fine. And just how do you
expect this to work?

JACK
You give me the Pearl. Then I tell
you who you need.

Barbossa stares at him, incredulous.

BARBOSSA
That's your offer? You, sailing away
nice and pretty with the Black Pearl,
and all I have is a name?

JACK
That's right.

BARBOSSA
I'm supposed to... trust you?

The pirates laugh.

JACK
I'm a man of my word.

The pirates laugh louder.

JACK
You see, I've got this honest streak
in me -- in its own way, a sort of
curse. Oh, and there's the fact that
you have no choice.

BARBOSSA
I'll torture it out of you.

JACK
You left me on a desert island --
what worse can you do?

Jack is still smiling, intentionally smug now. Barbossa sees
his options dwindling, begins to pace.

BARBOSSA
Blast you! I'll throw you in prison.

JACK
Wait as long as you like.

BARBOSSA
You're setting me up for a double
cross, you with the ship, and me
with nothing more than your word!

JACK
Let's say I tell you the wrong person.
What would you do?

BARBOSSA
Track you down and --

He sees where Jack is headed.

JACK
And if I tell you the truth, you
become mortal, and you won't come
near me because you know I'd kill
you.

Barbossa hesitates. The pirates are amazed at how the tide
has turned; Barbossa has gone past considering the idea, and
might even do it.

BARBOSSA
Jack, I don't trust you, and that's
a fact. Never trust a smiling man,
you can lay to that.

JACK
See, that's where we're different. I
trust you... to do what it takes to
get what you want.

BARBOSSA
You're playing this as close to the
edge as any man, I'll give you that.
(decides, smiles)
We might just have to sign articles,
you and I. Jack, you're a pirate at
heart, that's certain.

Jack nods.

BARBOSSA
Pintel... set sail. If this fool
plan is to work, we'll need the
medallion, and that means catching
the ship which brought 'em here.

Jack is caught completely off guard. For the first time, his
smile fades.

JACK
What -- you don't have the medallion?

BARBOSSA
That fool woman took it. You be
careful around her, Jack -- she's
pretty enough, she'll steal your
heart -- but pure evil inside.

JACK
I'll watch my back.

BARBOSSA
Bosun! Set up Mr. Sparrow's quarters,
nice and fine... in the brig.
(to Jack, a smile)
Meaning no disrespect, of course.

Jack nods, and is taken away. Barbossa stares after him, not
hiding his mistrust.

EXT. INTERCEPTOR - DAY

At full sail, headed out to sea. Gibbs glances at Elizabeth
and Will, talking alone on the forecastle -- shakes his head.

GIBBS
Two women on board? A man don't have
to be superstitious to know that's
trouble.

Elizabeth holds the medallion, and finishes her tale:

ELIZABETH
...you were in danger... so I took
the medallion. And I've kept it ever
since. They thought I was you, that
they needed my blood. And it didn't
work.

She hands him the medallion.

WILL
Why would my father send this to me?

ELIZABETH
To keep it away from them? No pirate
would sail to London, for fear of
Execution Dock.

WILL
If I had known --

ELIZABETH
(anticipating him)
-- then we never would have met.

Will nods. They hold each other's gaze a moment. Will turns
away first, leans on the rail. Looks out to sea, back the
direction they came.

WILL
I can't believe he would make such a
sacrifice for us.

ELIZABETH
I guess you can never truly know
someone else's heart.

Will glances at her, and nods.

AT THE HELM, Gibbs peers forward, scanning the horizon.

There is a tiny island in front of them.

GIBBS
Shift your heading, steer clear of
that island. Fifteen degrees
starboard.

On the aft deck, Cotton concentrates on his work, securing a
halyard. Suddenly Cotton's parrot flaps its wings, takes
off, lands on the starboard bulwark, squawking --

COTTON'S PARROT
Dead men tell NO tales! Dead men
tell NO tales! Dead men tell NO tales!

Cotton looks up -- on the horizon, following: black sails.

Gibbs and AnaMaria appear, and see the ship.

ANAMARIA
Can we outrun them?

GIBBS
Not a chance. Make for the reef.

EXT. CARIBBEAN OCEAN - DAY

Miles of blue water. The Interceptor tacks, leaving a long
white wake. The Black Pearl matches it -- gaining.

EXT. BLACK PEARL - DAY

Barbossa and Pintel eye the Interceptor, two hounds chasing
the fox.

PINTEL
What's he doing? Is he going to run
her aground?

EXT. INTERCEPTOR - DAY

The Black Pearl is now close behind the Interceptor -- and
the Interceptor is headed for the island.

GIBBS
Drop the forward anchor!

A SAILOR at the stern of the ship pulls a release, and the
ship's anchor races down into the water, the metal chain
jumping and twisting on deck.

The chain stops, and the Sailor locks it --

EXT. CARIBBEAN SEA - DAY

With its forward momentum and the anchor down, the Interceptor
to turn quickly, pivoting around the anchor.

EXT. BLACK PEARL - DAY

Barbossa and Pintel watch as the huge ship brings its cannons
to bear right in front of them.

BARBOSSA
All hands! Prepare to come about!

But for now, the Interceptor has the advantage, and takes
it: its cannons boom, and cannonballs rain down.

INT. BLACK PEARL - BRIG - DAY

Jack sees what he can out the porthole. In the cell with him
is Twigg, acting as a guard.

JACK
Don't hit my ship! I mean, kill the
lying scoundrel --
(to Twigg)
I'm a little conflicted, here.

Twigg just stares.

EXT. INTERCEPTOR - DAY

Elizabeth watches as the Black Pearl comes about -- and then
there is the low, loud RUMBLE of two dozen cannons firing as
one. The Interceptor is hit. A barrage of shots follow; most
find their mark.

Sailors dive for cover, leaving their cannons; clearly they
are overmatched.

EXT. BLACK PEARL - PORT SIDE - DAY

Barbossa laughs.

BARBOSSA
Strike your colors, you bloody
cockroaches!

EXT. INTERCEPTOR - DAY

Another round of fire; Barbossa shows no mercy.

ANAMARIA
Looks like they mean to send us under.

GIBBS
There -- she's raised the Jolly Roger,
upside down.

AnaMaria, Gibbs, Cotton, even Elizabeth -- all know what
this means. Will doesn't. He looks to Gibbs for an
explanation:

GIBBS (CONT 'D)
It's a signal. If we resist, it won't
just be death. There'll be torture
as well.

WILL
We're not going to just surrender!

GIBBS
That we are.

The Black Pearl fires again, a double-ball shot with a chain
connecting the two. It hits the main mast dead and a CRACKING,
SPLINTING sound as it breaks, falls to the deck.

Barbossa moves his ship alongside, preparing to board.

WILL
We can at least fight -- we might be
able to kill a few --

GIBBS
Will -- it'll go worse for us -- for
Elizabeth, especially -- if we fight.

Will stares -- and nods. But his expression is still defiant.

The deck slants; the ship is sinking. Pirates swarm across
on ropes, and take control of the Interceptor.

EXT. BLACK PEARL - MAIN DECK - DAY

The top masts of the H.M.S. Interceptor sink into the smooth
crystal waters of the Caribbean --

-- as Will and Elizabeth, held by pirates, are brought before
Barbossa -- and see that Jack stands beside him, manacled.

Gibbs, AnaMaria and Cotton and the other crewmembers huddle
together.

Barbossa's wrath falls on Elizabeth.

BARBOSSA
Welcome back, Miss. Last time on
board, you played me right clever,
make pretending and all. I hope your
stay this time is more pleasant.
Boys, show her some hospitality!

He shoves her into a group of pirates; they yell their
approval. She is pushed from one to another.

This goads Will to action. He head-butts the pirate behind
him, grabs a pistol, waves it at the pirates.

WILL
She goes free!

Will leaps onto the ship's rail. He steadies himself with a
hand on the rigging. Points the pistol at Barbossa.

BARBOSSA
What's in your head, boy?

WILL
She. Goes. Free.

BARBOSSA
You've got one shot -- and we can't
die.

WILL
You can't. I can.

He leans out over the ocean.

ELIZABETH
No!

Jack pushes forward.

JACK
Will -- don't do anything stupid!
Don't say anything stupid --

WILL
My name is Will Turner, the son of
Bootstrap Bill Turner. His blood
runs in my veins.
(raises the gun to
his head)
You need my blood. And on my word I
will pull this trigger, and sink all
the way down to Davy Jones' Locker!

Pintel squints at Will; the pirates murmur surprise.

TWIGG
It's true -- he's the spittin' image
of old Bootstrap. Even talks the
same!

Jack drops his head. Barbossa grins at him.

BARBOSSA
Looks like you're back to having
nothing to offer.

PINTEL
And he's got Old Bill's courage. A
curse on him, and you!

Barbossa steps forward.

BARBOSSA
Enough of that!
(to Will)
Name your terms.

WILL
Elizabeth goes free!

BARBOSSA
We got that part. Anything else?

WILL
And Jack. And the crew. Free and
unharmed. If you agree... then... I
will remain with you.

Barbossa considers; his crew waits. Finally --

BARBOSSA
Agreed. You have my word, as a
gentleman of fortune --

ELIZABETH
Will -- you can't trust him.

WILL
You must swear by the Holy Bible.

BARBOSSA
Eh? You have my word, then -- on the
Good Book, I do swear, and the Lord
spare my worthless soul.

Barbossa crosses himself, as do many of his men.

Will lowers the gun... steps down -- the pirates surround
him. They snatch away the pistol.

BARBOSSA
Boatswain! Take your captives below
decks. Chain them in the galley, and
teach 'em how to row.

Gibbs, AnaMaria, Cotton and the rest are led away under guard.
Barbossa looks out to sea, toward the islet.

BARBOSSA
Hah. Look there. That's the very
same island we made Jack governor of
on our last trip.
(nods)
When you sail the open sea as long
as I, you learn to trust the signs
fate sends your way.

GIBBS
(dejected)
Amen to that...

BARBOSSA
Jack, Elizabeth... I'm a man of my
word and you're to be set free, right
quick.
(loudly)
Men, break out the plank!

A CHEER goes up from the pirates. Will realizes what Barbossa
intends to do, struggles with his captors.

WILL
No! You gave your word!

BARBOSSA
Quiet, boy, or you'll lose your
tongue. Those as know me know I
wouldn't cross my word, and bring
down bad luck on the ship.
(nods)
I agreed to set them free. I didn't
say when... nor where.

EXT. CARIBBEAN SEA - DAY

The Black Pearl lies at anchor, closer now to the islet.

EXT. BLACK PEARL - MAIN DECK - DAY

Jack, wrists still bound, stands in the classic 'walking the
plank' pose. Elizabeth is next in line. Pirates crowd the
ship's rail to watch.

JACK
It's pure evil to make a Captain
walk the plank of his own ship, twice
in one lifetime. No good can come of
it.

BARBOSSA
Now, Jack. That reef is less than a
league distant. It's a square deal
all around, and you can't hope for
better.

JACK
Someone needs to cut these bonds,
then.

Barbossa smiles, shows a pistol. Points it at Jack.

BARBOSSA
You'd best take a swim, Jack.

JACK
The last time you did this, you left
me a pistol, with one shot.

The pirates mutter agreement.

PINTEL
That's proper, sir, according to the
code.

BARBOSSA
By the Powers, you're right!
(turns around)
Where's Jack's pistol? Who's got it?
Bring it forward!

JACK
A gentleman might give us two pistols,
seeing as there are two of us, this
time.

A pirate hands Jack's pistol to Barbossa.

BARBOSSA
Tell you what. I'll give you one
pistol, and let you be the gentleman,
an' shoot the lady, and starve to
death yourself!
(grins)
That is, presuming you're not both
drownded.

The pirates laugh. Barbossa tosses Jack the pistol -- but
over his head, and down into the water with a splash.

BARBOSSA (CONTID)
So how did you get off that island,
anyway?

JACK
You can go to your grave not knowing.

BARBOSSA
That's fair.

Jack glares at Barbossa. Then he's prodded with a cutlass,
takes a step out. Reaches the end of the plank -- steps off.

Jack plunges down into the water. Appears on the surface,
floundering, struggles to stay afloat. Will and Elizabeth
exchange helpless looks; there is nothing they can do.

BARBOSSA
The lady's next. But first, I'll be
wanting that dress back, if you
please.

Elizabeth hesitates... then strips it off, leaving her in a
silk slip. She throws it at him.

ELIZABETH
Here -- it will go well with your
black heart !

Barbossa indicates the plank.

ELIZABETH
I will not walk into the ocean. You'll
have to throw me in!

Barbossa raises an eyebrow, grins, nods.

BARBOSSA
Have at her, lads!

The pirates rush to comply. Lift her up, toss her over the
rail -- with a scream she falls --

EXT. CARIBBEAN SEA - UNDERWATER - DAY

We follow Elizabeth amid foam and bubbles as she PLUNGES
down through the water. Blue and clear, with streaks of
sunlight cutting down; bright coral and tropical fish, and a
lovely young woman in a silk dress... if it weren't for the
mortal danger, the scene could be described as gorgeous.

Elizabeth spots Jack, below her now, sinking, struggling.

She swims down... unties his bonds.

Elizabeth starts for the surface. Inexplicably, Jack swims
the other way, further down into the depths.

EXT. CARIBBEAN SEA - DAY

Elizabeth breaks the surface, looks around. And then, finally
Jack appears, sucking in air. He shows what he went after:
his pistol. He tucks it into his shirt.

ELIZABETH
You went back for that? We need to
head for the reef!

She starts swimming. Jack hesitates. The Black Pearl is
already underway; he stares at it.

JACK
That's the second time I've had to
watch that man sail away with my
ship.

He turns away, and swims after Elizabeth.

EXT. ISLET - BEACH - DAY

CLOSE ON: The surf line. Elizabeth's feet leave prints in
the sand... and then meet up with matching footprints she
made earlier, going in the same direction. She has walked
all the way around the island.

JACK (O.S.)
Not all that big, is it?

Jack lays on the beach. He has dismantled his pistol; the
parts, ball and powder dry on his scarf.

ELIZABETH
Has it changed since the last time
you were here?

JACK
The trees are taller.

Jack checks to see if the pistol parts are dry; they are.

He sets about re-assembling and loading his pistol.

ELIZABETH
I hope you have no intention of using
that.

Jack has finished putting his pistol back together. He shoves
it in his belt, walks off.

JACK
Not yet. Ask me again in a few weeks.

Elizabeth can't believe it.

ELIZABETH
Captain Sparrow! We have to get off
this island -- immediately!

JACK
Don't be thinking I'm not already
working on it.

He climbs up toward a clump of palm trees. Digs for something
beneath the sand. He finds it: a large iron ring.

ELIZABETH
What is that? Is there a boat under
there?

Jack heaves the trap door up and over, revealing a pit.

Inside are barrels and bottles of rum... all covered with
dust and cobwebs, long abandoned. Jack's face falls.

ELIZABETH
What? What's wrong? How will this
help us get off the island?

JACK
It won't. It won't, and so we won't.

He jumps down into the pit, cracks open a bottle of rum,
takes a swig.

ELIZABETH
But... you did it before! Last time --

JACK
Last time, I was here a grand total
of three days. Last time, the
rumrunners who used this island as a
cache came by, and I bartered passage
off.

JACK
But from the looks of this, they've
long been out of business, and so
that won't be happening again.
(takes another swig)
We probably have your friend
Norrington to thank for that.

ELIZABETH
So that's it? That's the secret grand
adventure of the infamous Jack
Sparrow? You spent three days on the
beach drinking rum?

JACK
Welcome to the Caribbean, love.

He gathers up a few bottles, heads for the beach.

JACK
You should look at our contretemps
this way: we've got shade trees,
thank the Lord. We've got some food
on the trees, thank the Lord again.
And we've got rum, praise the Lord.
We can stay alive a month, maybe
more. Keep a weather eye open for
passing ships, and our chances are
fair.

ELIZABETH
A month? Will doesn't have a month!
We've got to do something to help
him!

JACK
You're right.
(hoists the bottle)
Here's luck to you, Will Turner.

He drinks -- and defiantly returns Elizabeth's angry gaze.

But then turns away, sits down.

JACK
Don't be thinking I'm happy about
this, Elizabeth. But I see no use in
wailing and gnashing my teeth over
that which I can do nothing about.

ELIZABETH
Not when you can drink instead, at
least.

Jack tosses her a bottle.

JACK
Try it. It goes down rough, but it
goes down -- and the second swig
goes down easier.

Elizabeth considers. Comes to a decision. She unseals the
bottle, takes a swig. They sit in silence for a bit.

ELIZABETH
And you will call me Miss Swann.

Jack toasts her: you got it. Elizabeth studies her bottle...
gives Jack a sidelong glance. Back to her bottle...

ELIZABETH
(under her breath)
Drink up me hearties, yo ho...

JACK
What? What was that?
(Elizabeth smiles)
Something funny, Miss Swann? share.
PLEASE.

ELIZABETH
Nothing... it's nothing. Just... I'm
reminded of a song I learned as a
child. A song about pirates.

JACK
I know a lot of songs about pirates,
but none I'd teach a child. Let's
hear it.

ELIZABETH
Oh, no... it's silly. Back in England
we didn't know a thing about pirates,
really. They seemed so romantic and
daring --

Jack likes the way that sounds.

ELIZABETH
(looks at him)
That was before I met one, of course.

JACK
Now I must hear this song. An
authentic pirate song. Have at it.

ELIZABETH
Well, perhaps... with a bit more to
drink, I might...

JACK
More to drink!

He gathers two more bottles, tosses one to her. She drops
her half-finished bottle to catch it. Opens it, takes a sip.

JACK
Well?

Elizabeth clears her throat, begins to sing selfconsciously,
becoming stronger as she goes on.

ELIZABETH
We pillage, we plunder, we rifle, we
loot, Drink up me hearties, yo ho.

She gestures for him to drink. He does.

ELIZABETH
We kidnap and ravage and we don't
give a hoot, Drink up me hearties,
yo ho --

EXT. ISLET - BEACH - LATER - NIGHT

The middle of the night. A fire BLAZES. Jack and Elizabeth
are roaring drunk, arm in arm, singing the song all the way
up to the stars --

JACK / ELIZABETH
Yo ho, yo ho, a pirate's life for
me! Yo ho, yo ho, it's a pirates
life for me!

JACK
I LOVE this song!
(sings)
Yo ho, yo ho, a pirate's life for
me! We're beggars and blighters,
ne'er do well cads, Drink up me
hearties, yo ho!
(gives it a touch of
Irish ballad)
Aye but we're loved by our mums and
our dads. Drink up me hearties, yo
ho!

They hoist their bottles, but only Jack drinks. He drains
the bottle, then tosses it away.

JACK
When I get the Black Pearl back, I'm
going to teach it to the whole crew,
and we'll sing it all the time!

ELIZABETH
You'll be positively the most fearsome
pirates to sail the Spanish Main.

Elizabeth salutes the idea with her bottle. Jack doesn't
have a bottle to salute back. She hands him hers. He drinks,
then settles shakily to the ground. Elizabeth sits beside
him.

JACK
Not just the Spanish Main. The whole
ocean... the whole world. Wherever
we want to go, we go. That's what a
ship is, you know. Not just a keel
and a hull and a deck and sails.
That's what a ship need... but what
a ship is -- what the Black Pearl
really is... is freedom.

Elizabeth lays her head on his shoulder.

ELIZABETH
Jack, it must be so terrible for
you, to be trapped here on this
island, all over again.

JACK
Ah, well... the company is better
than last time. And the scenery has
definitely improved.

ELIZABETH
(coy)
Mr. Sparrow! I'm not sure I've had
enough rum to allow that kind of
talk.

JACK
We've got a few bottles left... and
we've yet to tap the kegs.

Elizabeth shrugs with a sleight -- but promising -- smile.

She picks up the empty bottle from the ground, holds it up.

ELIZABETH
To freedom.

JACK
To the Black Pearl.

They tap the bottles together. Elizabeth feigns a drink as
he chugs. He taps his bottle against her again. She laughs,
feigns another drink --

EXT. ISLET - BEACH - MORNING

CLOSE ON -- JACK'S FACE, dead asleep, lying in the sunlight.
His nose twitches. A bit of SMOKE drifts by. His nose twitches
again. His eyes open. Jack GROANS and sits up. He rubs his
head, looks over --

-- all of the foliage in the middle of the island is ON FIRE.
Smoke rises high up into the clear blue sky.

Jack leaps to his feet. He sees Elizabeth, as she pours out
the last of the rum, dowsing a scrub brush at the base of a
palm tree. It goes up in FLAMES. She rolls the barrel forward --
it starts to BURN merrily.

Jack can't believe his eyes.

JACK
What are you doing? You've burned
our food, the shade -- the rum!

ELIZABETH
Yes, the rum is gone.

She wipes her hands together. One of the rum barrels in the
fire EXPLODES.

JACK
Why?

ELIZABETH
One, because it is a vile drink that
turns even the most respectable men
into scoundrels. Two --

She points to the sky.

ELIZABETH
That signal is over a thousand feet
high, which means it can be seen for
two hundred leagues in every
direction.

The entire Royal Navy is out to sea looking for me -- do you
think there is even a chance they could miss it?

JACK
You -- you burned up the island, for
a one-time chance at being spotted?

ELIZABETH
Exactly.

Elizabeth turns toward the sea.

ELIZABETH
Just you wait, Captain. In an hour,
maybe two, keep a 'weather eye open'
and you'll be seeing white sails on
that horizon!

She sits down, determined. Shields her eyes, scans the water,
waiting, searching. Jack is speechless. He throws up his
hands, stalks up the sand dune, just to get away from her.

EXT. ISLET - LEEWARD SHORE - DAY

At the crest of the dune, Jack stops -- and stares,
incredulous. We come around to see what he is looking at --

Past Jack, anchored the other side of the island, white sails
glorious against the turquoise waters, is the H.M.S.
Dauntless. A longboat is already being rowed toward them.

Jack shakes his head.

JACK
They'll be no living with her after
this.

EXT. H.M.S. DAUNTLESS - MAIN DECK - DAY

Norrington gives Elizabeth a hand disembarking from the raised
long boat.

NORRINGTON
Elizabeth, I'm relieved you're safe.
(re: Jack)
Clap him in irons. And behind his
back this time.

ELIZABETH
Commodore, you can't do that!

NORRINGTON
You're speaking up for him again?

ELIZABETH
He can locate Isla de Muerta -- but
I doubt he'll be willing to help us
from the brig.

JACK
(she's right)
We had time to get to know each other.

NORRINGTON
We are bound for Port Royal, not
Isla de Muerta.

ELIZABETH
No. The pirates have taken Will --

NORRINGTON
Your father is frantic with worry.
Our mission was to rescue you and
return home. That is what we shall
do. Mr. Turner's fate is regrettable.
But so was his decision to engage in
piracy.

ELIZABETH
Commodore, please!

JACK
Norrington, think about it... the
Black Pearl, its captain and crew...
the last pirate threat in the
Caribbean. How can you pass that up?

NORRINGTON
By remembering that I serve others,
not only myself.

ELIZABETH
Commodore, I beg you -- please do
this... for me. As a wedding gift.

NORRINGTON
I am to understand that you will
accept my marriage proposal on the
condition I rescue Mr. Turner?

ELIZABETH
Not as a condition -- a request.

Norrington considers. To Gillette:

NORRINGTON
Free Mister Sparrow, and prepare to
come about. He'll give you our
heading.

Gillette unlocks Jack's manacles. Jack raises an eyebrow.

JACK
Congratulations, sir.

Crew men lead Jack toward the bridge. Sailors go about their
tasks, and the ship begins its slow turn.

NORRINGTON
Elizabeth, I hereby withdraw my
proposal.

ELIZABETH
What?

NORRINGTON
I know now where your heart truly
lies.

Elizabeth looks at Norrington, seeing him in a new light.

ELIZABETH
And now I know... where yours does,
as well.

They gaze at each other for a moment. Norrington looks away.

NORRINGTON
You may seclude yourself in my cabin.
I'm afraid we do not have any ladies'
clothing aboard.

ELIZABETH
Then I can wear men's clothing.

NORRINGTON
That would hardly be proper.

ELIZABETH
Well, I am not going to stay hidden
in a some cabin. I suppose it's going
to be heaving bosoms and bare ankles
for the remainder of the voyage!

Norrington is exasperated, but then can't help but grin --

this is exactly why he loves her. She grins back at him --
she's not going to change.

NORRINGTON
Murtogg, take our guest below, and
find her some trousers, and a shirt.

Elizabeth smiles, allows herself to be escorted away.

Norrington watches her go... then turns his gaze to the sea.

INT. THE BLACK PEARL - BRIG - DAY

Pintel enters the cell. It appears empty -- but that's because
Will is hanging from the rafters, trying to shove up the
ceiling planks with his legs.

PINTEL
That ain't going to work. That's the
gun deck above yea.

Will drops lightly to the deck. Suddenly:

WILL
What happened to William Turner?

PINTEL
Ah, William Turner. Stupid blighter.
He threw in with us after we relieved
Jack Sparrow of his captaincy, but
turned out, it never sat well with
him particularly after we found
Cortes' treasure, and its peculiar
condition. He thought we deserved to
be cursed, for leaving ol' Jack to
the fate we did. That's why he sent
off a piece of the treasure -- to
you, as it were: so it would never
be recovered, and so cursed we remain.

WILL
And then he ran. And he's hiding out
someplace where you haven't been
able to find him.

PINTEL
That's a nice thought, to be sure,
and I wager your da wishes he'd
thought it hisself. But, no. See,
what he'd done, didn't sit too well
with Captain Barbossa... so he chained
a cannon to his legs and dumped him
over.

Will reacts with shock at the account of his father's fate.

PINTEL
Yep, last I saw of Bootstrap Bill,
was his face looking up, as he sank
down to the crushing black oblivion
of Davy Jones' locker.
(sighs)
It was only after, we found out we
needed his blood to solve the curse.
That's what you call ironic.

Barbossa appears behind Pintel, flanked by several other
pirates. He regards Will for a moment, then:

BARBOSSA
Bring him.

EXT. H. M. S. DAUNTLESS - MAIN DECK - EVENING

Jack goes to the rail and waits, pretending to look out at
the sea. Elizabeth, dressed in sailor's clothes to excellent
effect, joins him.

ELIZABETH
You didn't tell Commodore Norrington
everything.

JACK
Nor did you, I noticed.

ELIZABETH
He might delay the rescue... and
that would be too late.

JACK
Exactly.

ELIZABETH
These men will be facing an enemy
that seemingly cannot be killed.

JACK
I have a plan. If it succeeds, then
any battle will be decidedly brief...
and one-sided.

ELIZABETH
What's your plan?

LOOKOUT (O.S.)
LAND HO!

Isla de Muerta lay dark and menacing on the horizon.

NORRINGTON
Elizabeth -- below decks. I will not
compromise your safety.

She starts to speak; he turns away.

NORRINGTON
Lieutenant, escort Elizabeth to my
quarters, and make sure she stays
there.

Norrington gazes through his spyglass, at the island. Jack
watches with some amusement as Elizabeth is escorted away.

NORRINGTON
I don't like the situation, mister
Sparrow. The island is riddled with
caves. I will not put my men at a
disadvantage.

JACK
Funny, I was thinking along those
lines. How about you let me go in
alone, and while you're setting up
an ambush, I'll trick the pirates
out to you.

NORRINGTON
You would do that?

JACK
They left me stranded. Twice. What
have you got to lose?

NORRINGTON
(looks at him)
Nothing I wouldn't be pleased to be
rid of.

JACK
(smiles)
I knew you'd listen to reason!

EXT. ISLA DE MUERTA - CAVE ENTRANCE - EVENING

Torches are lit. Barbossa leads Will, guarded by Pintel and
a band of pirates, into the caves.

EXT. H.M.S. DAUNTLESS - MAIN DECK - NIGHT

A long boat is prepared to be lowered over the side. Jack
wraps his pistol securely in an oilskin pouch.

JACK
That chart I drew up'll get you past
the reefs. If you're steersman's
good enough, that is.

NORRINGTON
I'll be at the wheel myself.

JACK
I'll slip in, talk them into to coming
out, and you'll be free to blow holy
high heaven the whole lot of them.

The crewmen release the lines, and the boat drops --

INT. ISLA DE MUERTA - CAVES - NIGHT

The pirate group moves deeper into the caves. Will moves
along unwillingly.

PINTEL
No reason to fret. It's just a prick
of the finger and a few drops of
blood.

BARBOSSA
Turner blood doesn't flow pure in
his veins.
(grins)
Best play it safe, and spill it all.

PINTEL
I guess there is a reason to fret.

EXT. ISLA DE MUERTE - NIGHT

The Dauntless drifts into the lagoon. Norrington and his men
prepare to go ashore.

INT. ISLA DE MUERTA - CAVES - NIGHT

Lit by torchlight. Will notices: a crack runs between the
floor and the wall of the cave, widening into a ravine.

BARBOSSA
Careful, now. You could fall in and
still be wonder'n when you'll hit
dirt.

Will makes a decision. He intentionally stumbles. Pintel
shoves him forward -- Will continues forward, grabs the pirate
in front of him, swings him into the wall of the cave. Catches
the pirate's torch, and uses it to ward off the others.

WILL
You deserve to be cursed -- and remain
cursed!

He steps to one side -- and drops into the ravine. The wall
of the ravine becomes a loose gravel slope; Will hits it,
and tumbles down, disappears into black.

BARBOSSA
Blast him! A pox on him, and his
father, and the whole damnable line!
Fan out! Find him!

INT. DAUNTLESS - CAPTAIN'S QUARTERS - NIGHT

Elizabeth looks out the Captain's small porthole -- sees
boats laden with Navy men headed for shore.

She turns away from the porthole, wishing there was something
she could do. Suddenly there is a flutter at the window --

Cotton's parrot is there.

COTTON'S PARROT
Drink UP me hearties yo ho! Drink UP
me hearties yo ho!

The bird flutters off; Elizabeth races to the porthole, and
then to the stern window to see it flyaway.

She looks down -- and there, fastened to the stern of the
ship, is a small rowboat.

INT. ISLA DEMUERTA - CAVES - NIGHT

Will races forward, turning this way and that. He sees a
light ahead, heads for it, turns a corner --

-- and runs straight into Jack.

JACK
Do you have any idea where you're
going?

WILL
Jack!

JACK
Don't talk. These caves magnify sound.
Just follow me.

EXT. ISLA DE MUERTA - THE BEACH - NIGHT

Norrington and men land on the beach, and spread out. They
silently take up positions around the main cave entrance.

INT. CAVES - NIGHT

Jack leads Will out of a narrow passage -- and stops, staring.
Will is a few steps behind.

WILL
Are you certain this is the right
way?

JACK
It's the right way.

Will joins him -- and see what Jack is staring at:

Treasure piled on treasure, sparkling, glowing, seemingly
endless. At the center is the moonlit clearing, and the stone
Aztec chest.

BARBOSSA
Thank you, Jack Sparrow.

The jump -- Barbossa is standing right behind them, flanked
by his men. The trio whirl to run -- more pirates emerge
from hiding. Nearly the entire crew of the Black Pearl is
there.

The pirates grab Will and Jack. Will struggles, but Jack
does not fight at all.

BARBOSSA
You couldn't have led him back more
directly if you knew exactly where
you were going.

He laughs, and moves toward the stone chest. The pirates
follow, dragging Will and Jack with them.

WILL
You did know where you were going!
You did lead us directly to them!
(Jack's silence
confirms it)
Why?

Jack looks away -- as Will is manhandled toward the chest.

Barbossa steps up to him (becoming skeletal in the moonlight)
and puts the medallion around Will's neck.

He picks up the stone knife.

BARBOSSA
What was begun by blood, let blood
now end!

He raises the knife to Will's throat --

JACK
You don't want to be doing that.

Barbossa pretends to think about his words.

BARBOSSA
No, I really think I do.

JACK
(shrugs)
All right then.

That makes Barbossa pause. He steps out of the moonlight.

BARBOSSA
Why don't I want to do this?

JACK
Because, right about now, the H.M.S.
Dauntless is lying in wait in the
harbor.

WILL
Jack!

JACK
-- and its guns and crew will cut
you and your men to pieces the moment
you step outside these caves.

A buzz of apprehension sweeps through the pirates.

PINTEL
Do you believe him?

BARBOSSA
No.
(indicates Will)
But him I believe. He is genuinely
angry.

JACK
You've no hope of surviving
Norrington's attack... that is, if
you're mortal.

BARBOSSA
What're you suggesting?

Jack shakes off the hands holding him, strolls toward
Barbossa, Will, and the chest of coins.

JACK
Simple. Don't kill the boy yet. Wait
for a more opportune moment.

Will glares, listening to every word he says. Jack scoops up
a handful of coins from the chest.

JACK
(drops the coins one-
by-one back into the
chest)
Like after you've killed... Every...
Last... One... of Norrington's men.

BARBOSSA
I can't help wondering, Jack, why
you're being so helpful and all?
Last time you did that, it didn't
end well for you.

JACK
The situation has changed.

BARBOSSA
That so?

JACK
Aye. See, after you're done with the
Royal Navy, you'll have a bit of a
problem: the H.M.S. Dauntless. There
you'll be, with two lovely ships on
your hands, and what to do? Of course
you'll decide you deserve the bigger
one, and who's to argue? The Dauntless
a first-rate ship-of-line, and with
it, you can rule the seas.
(beat)
But if you're Captain of the
Dauntless, who's left for the Black
Pearl?

Jack smiles and spreads his hands: me.

JACK
I sail for you as part of your fleet,
I give you fifteen percent of my
plunder, and you get to introduce
yourself at tea parties and brothels
as 'Commodore Barbossa.'
(sticks out his hand)
Do we have an accord?

Barbossa licks his lips. It's tempting...

JACK
Now, you can take care of the
Dauntless, right?

BARBOSSA
Men! Are you up for it?

The pirates yell to the affirmative.

BARBOSSA
Mr. Pintel, select five men to stay
here. Take the rest of the men out...
not through the caves.

Jack's expression falters; this he hadn't planned for.

JACK
There's... another exit?

BARBOSSA
Aye, for us there is.

EXT. LAGOON - UNDERWATER - NIGHT

Moonlight shines down into the shallow waters, brightening
coral, sparkling over the rippled sand floor.

Suddenly all the fish SCATTER. Briefly, the waters are empty.

And then FIGURES appear in the distance, seeming to waver in
the shifting current. They scuffle forward, kicking up clouds
of sand --

The figures resolve into the skeleton PIRATES, moving silently
across the lagoon floor, swords glinting. The tatters of
their clothing drift in the water. Their skull heads are
fixed in an endless grin.

The LEAD PIRATE glides forward --

And stops next to a huge iron ANCHOR -- twice his height,
even buried halfway into the sand. A heavy CHAIN with barrel-
sized links climbs up toward the surface --

A SHADOW falls across the Lead Pirate -- he TRANSFORMS, and
we see that it is Pintel. He looks up --

Above, the heavy chain leads to the giant bottom hull of the
H.M.S. Dauntless, silhouetted by moonlight.

The huge ship drifts, again spilling moonlight below --

And the pirates gathered around the anchor are once again
SKELETONS, staring with upturned faces. The Pintel-skeleton
puts a knife between his teeth, starts to crawl up the iron
rings.

Other pirates crowd forward, and soon the anchor-chain is
clustered with skeletons --

EXT. LAGOON - NIGHT

Elizabeth has the small boat out, and rows away from the
Dauntless, looking ahead over her shoulder. Cotton's parrot
is nowhere to be seen.

In the distance, Pintel breaks the surface near the Dauntless,
intent on climbing the anchor; he looks over --

Just as Elizabeth rounds the point, and rocks obscure the
small longboat from view.

More skeleton-pirates appear, and Pintel continues his climb.

EXT. LAGOON - DAUNTLESS - NIGHT

Two SAILORS, alert and vigilant, stare out toward shore.

The island reveals nothing but blackness.

There is a scurrying sound -- bones scraping against wood --
and the sailors JUMP. They listen, intently -- nothing.

TALL SAILOR
Ship rats. Big ones.

SHORT SAILOR
(nods)
Hate those things.

They turn back toward the island, continue their vigil. A
long pause.

SHORT SAILOR
Taste all right, though.

TALL SAILOR
That they do.

From behind, the two sailors at the rail are well-lit by a
lantern. Suddenly shadows appear, skeletons, climbing up the
sailor's backs.

MOVE CLOSER and then the skeletons appear, reaching -- the
two sailors are grabbed from behind

EXT. DAUNTLESS - SIDE - NIGHT

Two bodies are tossed out over the rail, hit the water with
a splash.

EXT. DAUNTLESS - SIDE - NIGHT

Pintel looks down into the water, satisfied. Puts away his
knife. Notices, pulls out a long piece of seaweed from his
rib cage. Tosses it. Turns to the others.

PINTEL
Be quick, now. Train the starboard
guns on the beach, and set your aim.
Wait for my signal, we don't want to
spook them.

The pirates hurry to comply --

EXT. LAGOON - BLACK PEARL - NIGHT

Elizabeth rounds the point further, and sees: the Black Pearl,
anchored in the neighboring cove. A fleck of color --

Cotton's parrot, as it darts in through a porthole. Elizabeth
slows her efforts, silently approaching the ship.

EXT. BLACK PEARL - MAIN DECK - NIGHT

Four PIRATES -- who really ought to be keeping watch --
instead have gathered wine bottles and rum casts into a pile,
along apples, biscuits -- all the food on the ship.

They act out a mock-feast, in anticipation of the curse being
lifted. A SKINNY skeleton offers two bottles to a BIG BONED
skeleton.

SKINNY
Which would you prefer first, good
sir -- rum, or wine?

BIG-BONES
I believe I'll have a spot o' rum,
if you don't mind, and thank'ee kind
sir!

They burst out laughing -- a hideous sound that wheezes
through their bones.

Behind them, unnoticed, Elizabeth peeks cautiously around a
corner. She picks her moment and sneaks past quickly, down a
gangway, disappearing into the blackness of the ship.

EXT. ISLA DE MUERTA - BEACH - NIGHT

Gillette crouches, running low behind a line of rocks. He
reports to Norrington:

GILLETTE
All the men in place, sir. Ready to
fire.

NORRINGTON
Wait for my order -- what the blazes
is that?

It's the sound of cannon fire -- coming from the Dauntless.

Cannonballs hit the shore; men cry out in anguish.

NORRINGTON
Men! Take cover!

The sailors scramble to find refuge --

INT. ISLA DE MUERTA - MAIN CAVERN - NIGHT

Will, guarded by pirates, glares at Jack.

WILL
You've been planning this from the
beginning. Since you learned my name.

Jack takes the opportunity to move toward him.

JACK
Oh, please -- do I really seem that
clever?

Before Will can answer, Jack smoothly slips the sword from a
Pirate's scabbard -- tosses it to Will, who catches it despite
his surprise.

JACK
Use it well.

He draws his own sword -- and clobbers the Pirate. Barbossa
and the other pirates stare in shock --

BARBOSSA
Confound it, Jack -- I was actually
beginning to like you!

Swords are drawn, and the Pirates attack.

Jack and Will take on multiple opponents, each with his own
style: Will parries, glissades and disarms with lightning
fast and perfect form, while Jack uses his blade, fists,
acrobatics and anything within reach to survive.

EXT. ISLA DE MUERTA - BEACH - NIGHT

The sailors charge. The moon emerges from behind a cloud --

Suddenly an army of SKELETON PIRATES rise up from the sea,
and charge the stunned sailors -- several men are struck
down --

NORRINGTON
Steady, men! Remember -- we're the
Navy!

The sailors recover their nerve, and engage the enemy. It's
a full on battle, Royal Navy against Skeleton Pirates --

The Navy men are driven back, surrounded --

Suddenly there is a massive BOOM of cannon fire.

Norrington, in the midst of a swordfight, tries to see --

NORRINGTON
What is happening out there?

EXT. LAGOON - NIGHT

It's the Black Pearl, manned by Gibbs, AnaMaria and Cotton,
and captained by Elizabeth, coming around the point, cannons
blazing.

EXT. H.M. S. DAUNTLESS - NIGHT

The pirates on the ship are caught by surprise, try to turn
their cannons to this new foe --

EXT. ISLA DE MUERTA - BEACH - NIGHT

Gillette sees the Black Pearl firing on the Dauntless.

GILLETTE
They're on our side! Take heart,
men!

The Royal Navy stand their ground and fight --

INT. CAVE - MAIN CHAMBER - NIGHT

Only two pirates left: Barbossa and Jacoby. Jacoby rounds on
Will; Barbossa faces off against Jack.

BARBOSSA
Just so you know, Jack -- I don't
think you're that clever. I think
you're a fool. A mortal fool.

JACK
Remarkable how often those two traits
coincide.

Jack drives him back, making Barbossa laugh.

BARBOSSA
You can't beat me, Jack.

To prove his point, he drops his own sword -- and catches
Jack's sword with both hands. Jack can't free it. Barbossa
twists the sword from Jack's grip, reverses it --

-- AND DRIVES THE SWORD INTO JACK'S CHEST.

Will battling Jacoby, sees it -- he smashes Jacoby in the
jaw, crumpling him

WILL
Jack!

Jack stares down at the sword jutting from his chest. He
takes a few steps backward, toward the Aztec gold -- when he
steps into the moonlight, JACK BECOME SKELETAL.

JACK
Well, isn't that interesting.

Skeleton Jack pulls the sword from his chest. He pulls
something from his pocket: one of the Aztec coins.

JACK
They're so pretty, I just couldn't
resist stealing one. It's a curse, I
guess.

Barbossa grabs up his sword, and rushes Jack. Both men are
in moonlight now, two skeletons in pitched battle.

BARBOSSA
So what now, Jack Sparrow? Are we to
be two immortals, locked in epic
battle until the trumpets of Judgment
Day?

JACK
Or you could surrender.

He shoves Barbossa back, out of the moonlight. Barbossa stalks
the room, his attention focused on Jack.

BARBOSSA
Or I could chain you to a cannonball
and drop you in the deepest part of
the ocean, where you can contemplate
your folly forever.

Barbossa charges --

A SHOT RINGS OUT --

Jack stands out of the moonlight, flesh and blood again,
holding his smoking pistol, still aimed at Barbossa.

BARBOSSA
Hah. Ten years you carried that
pistol, and you end up wasting your
shot.

WILL
He didn't waste it.

Will stands over the Aztec chest, holding a bloody sword,
his left hand in a fist. He opens the fist --

-- the medallion, blood covering it, drops from his hand,
revealing the cut in his palm.

Barbossa stares, then looks down at his chest. Blood blossoms
on his shirt around the bullet hole. It spreads quickly.

Barbossa clutches his chest, his face registering pain for
the first time in years. Barbossa falls heavily to the ground,
dead.

Jack blows the smoke from the barrel of his pistol... tosses
it away.

EXT. ISLA DE MUERTA - BEACH - NIGHT

Murtogg FIRES a pistol at a pirate. The pirate is hit, screams
in pain, and crumples to the ground. Mullroy runs through
another with his sword.

The pirates react to the sight, and quickly realize their
peril. They set their weapons down in surrender.

EXT. ISLA DE MUERTA - LAGOON - NIGHT

The Black Pearl comes alongside the Dauntless, and Jack's
crew swarm across, overwhelming the pirates.

The sailors on the beach see it, and CHEER.

INT. ISLA DE MUERTE - CAVE - MAIN CAVERN - NIGHT

Will wraps a cloth around his palm; Jack joins him near the
chest.

WILL
Well, you're the worst pirate I've
ever heard of.
(smiles)
You're a man who can be trusted, who
can be counted on, and who can not
betray his friends. What kind of
pirate is that?

JACK
(admits it)
The worst.
(beat)
On the other hand, maybe I'm a man
who can't pass up a chance for revenge
against the black-hearted bastard
who stole my ship and left me to die
in the middle of the ocean -- twice! --
and who knows how to get what he
wants. Now that's a great pirate.

Jack cuts his palm, grips the coin he stole above the chest...
and then hesitates.

Will looks at him...

Jack releases the coin. It lands in the chest beside the
other bloody coin.

Suddenly, the lid of the chest, all on its own, SLAMS SHUT.

Will stares at it.

WILL
Let's get out of here.

EXT. ISLA DE MUERTA - BEACH - NIGHT - LATER

Jack, Will, and Norrington gather together on the beach.

Elizabeth calls out:

ELIZABETH
You're all right!

The three men turn as one. An awkward moment -- which of
them does she mean?

Elizabeth races across the sand, toward them -- and straight
to Will. She throws her arms around his neck in a hug.

WILL
Miss Swann -- are you wearing
trousers? And how did you get off
the island?

Elizabeth can't believe that's what he noticed. Indignant,
she steps away from him.

ELIZABETH
Yes, I am wearing trousers. And as
for how we got off the island -- ah,
that's a grand adventure, but now is
not the time to talk about it.

She reaches a hand behind his neck, decisively kisses him.

ELIZABETH
There. And don't you dare tell me
that wasn't a proper kiss!

WILL
Elizabeth, I think it doesn't matter
that we are of a different class --

ELIZABETH
It doesn't!

WILL
-- but that was not a proper kiss.

Pure consternation on Elizabeth's face --

WILL
This is a proper kiss.

Will sweeps her in his arms, leans her back, and kisses her
long and well --

Jack puts a hand on Norrington's shoulder.

JACK
Tough luck. I was rooting for you.

EXT. PORT ROYAL - FORT CHARLES - DAY

Close on: Will's face, stoic, staring forward. He stands
straight and unmoving. Around him are members of the Royal
Navy, standing before for a group of witnesses from town.

It is the courtyard on the top of Fort Charles. A trial is
underway -- with Will as the defendant.

NORRINGTON
...and though I do say so with regret,
the law is clear. The penalty for
piracy is death by hanging.

In the crowd, Elizabeth squeezes the hand of her father,
Swann. She lets go as Swann stands.

SWANN
By your leave, I wish to speak on
behalf of the boy.
(a glance at Elizabeth)
It is clear that these deeds were
performed out of a sincere desire to
do good, at great personal risk. It
seems to me, that in the rare occasion
where the right course is committing
an act of piracy, then an act of
piracy is the right course!
(cheers of approval)
So in my capacity as Governor, I
intend to grant a pardon to --

GILLETTE
Sir!

All eyes turn. Gillette stands at the top of a stairway.

GILLETTE
Jack and his crew have escaped!
(gasps from the crowd)
There was no damage to the cell...
They must have been set free.

Will and Elizabeth exchange looks. You? Not me, you? No, not
me either! Swann notices something the parapet, points

SWANN
The Black Pearl!

People rush to the parapet. Sure enough, below in the bay
are the distinctive black sails of the Pearl. The ship cuts
through the waters very close to the point --

-- where the gallows of the pirates are. Suddenly Jack
appears, on the point; he swings off the one empty gallows,
across and down onto the ship's rigging as it passes.

GILLETTE
Sir! Shall I break out the cannons?

NORRINGTON
I don't think that will be necessary.

Norrington raises his hand... twirls a key on his finger.

NORRINGTON
A day's head start. That's all he
gets.

Will, Elizabeth and Swann look out toward ocean --

EXT. BLACK PEARL - STERN DECK - DAY

Jack monkeys down the rigging. AnaMaria is at the wheel.

ANAMARIA
Captain Sparrow -- the Black Pearl
is yours!

Jack runs a hand lovingly along the rail, then takes the
wheel. It feels good -- right -- in his hands. He enjoys it,
and then shifts to 'Captain' mode.

JACK
AnaMaria, trim the mainsail!

ANAMARIA
Aye, aye, sir!

JACK
Mr. Gibbs, organize a cleaning detail --
you and Cotton. I want every inch of
the Pearl spic-and-span and ship-
shape!

Gibbs actually stomps the deck, executes a salute.

Jack stands at the wheel: he's got his ship back, and all is
right with the world. He begins to unconsciously hum:

"Yo, ho, yo, ho, a pirate's life for me..."

He realizes what he's doing and smiles, the orchestra takes
over as the Black Pearl sails for uncharted waters... and we
FADE UP large words in script:

THE END

FADE OUT and CREDITS ROLL