Pirates Of The Caribbean

Pirates of the Caribbean

by

Jay Wolpert

Revisions by

Stuart Beattie (04/05/02) Ted Elliott & Terry Rossio (05/24/02) Ted Elliott & Terry Rossio (07/03/02) Ted Elliott & Terry Rossio (08/14/02)

Current Revisions by

Ted Elliott & Terry Rossio

PRODUCTION DRAFT 09/01/02

FADE IN:

1 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.

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 ...

A massive SHIP emerges from the grey, the masthead looming: the H.M.S. Dauntless.

2 EXT. DAUNTLESS - FORECASTLE - DAY

ELIZABETH SWANN stands at the bow rail, gazing at the sea.

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

She is startled when a hand clutches her shoulder. The hand belongs to JOSHAMEE GIBBS, born old, skin a dark leather.

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 at Gibbs. Beside him is GOVERNOR WEATHERBY SWANN, a man of obvious high station -- and Elizabeth's father.

NORRINGTON (CONT'D) 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, Lieutenant. (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 a flask.

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

Think them. flag, and a

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

Elizabeth frowns; Gibbs helpfully mimes: a man being hung.

SWANN Lieutenant 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, we will be landing in Port Royal 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 (CONT'D) (to herself) I still think it would be exciting to meet a pirate ...

From out of the fog floats a PARASOL. Surprised, delighted at this oddity, Elizabeth watches as it bounces off the hull --

-- and then she sees the body of a young boy emerge from the fog. It is WILL TURNER, floating on his back, unconscious.

ELIZABETH (CONT'D) Look! A boy! There's 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!

Sailors scramble to haul the boy aboard, lay him on the deck. NORRINGTON (CONT'D) He's still breathing. SWANN Where did he come from? GIBBS Mary mother of God ...

His gasp turns everyone's attention from the boy to --

The sea ... no longer empty. WRECKAGE from a ship litters the water ... along with the bodies of its crew. What remains of the hull BURNS; a ragged British flag hangs from the stern.

The Dauntless slips past. The scene calls for hushed voices.

SWANN What happened here?

NORRINGTON An explosion midships -- most likely the powder magazine. Merchant vessels run heavily armed.

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

SWANN There is no Lieutenant, protection. poor devils

proof of that. It could have been an accident. these men were British, and therefore under my If there is even the slightest chance one of those is still alive, we cannot abandon them!

NORRINGTON Of course not. (to a sailor) Rouse the Captain, immediately. (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 need the deck clear.

They lift the boy. Swann pulls Elizabeth away from the scene.

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. The sailors lay the boy gently behind the wheel. Elizabeth kneels beside him.

His good looks are not lost on her. She gently brushes the blond hair from his eyes -- suddenly, he grabs her wrist, awake now. Their eyes lock. She takes his hand in hers.

ELIZABETH My name is Elizabeth Swann.

YOUNG 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; he wears a chain around his neck. Elizabeth tugs it free, revealing --

A GOLD MEDALLION. One side is blank. She turns it -- an Aztec skull gazes at her. To her eyes, it can mean one thing only --

ELIZABETH (CONT'D) You're a pirate.

She glances at the crew. Sees Norrington, giving orders, moving toward her. She comes to a decision. Takes the medallion from around his neck. Hides it under her coat.

NORRINGTON Did he speak?

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

Norrington nods, and moves past. Elizabeth steals away to the stern of the ship. Examines her prize -- the gold medallion.

A wisp of wind, and she looks up -- moving through the fog, silent as a ghost, is a large sailing ship, a galleon --

It has BLACK SAILS.

Elizabeth stares, too frightened to move, or cry out. A flag flies from mizzen-top: a JOLLY ROGER. Elizabeth looks from it to the medallion -- the skull on the flag is the same as the one on the medallion.

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

Elizabeth shuts her eyes tight --

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

-- and then snap open again, wide with fear. But this is no longer twelve-year-old Elizabeth on the Dauntless; this is twenty-year-old Elizabeth, in bed in the dark.

She looks as far out the corner of her eyes as possible. Might there be someone in the room with her? Elizabeth sits up, ready for anything. She is alone.

She turns up the flame on an oil lamp beside the canopied bed. Carries the lamp across to a dressing table.

Pulls a drawer all the way out, reaches into a space beneath and removes - The MEDALLION. It has not lost its luster -- or sense of menace. She stares, absently returns the drawer to its place. A BOOMING knock on the door; Elizabeth jumps, startled, knocking over her chair.

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

ELIZABETH Yes -- yes.

She puts on the medallion, throws a dressing gown on as Swann enters, carrying boxes. 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. FORT CHARLES sits on a bluff at the mouth of the harbor.

SWANN (CONT'D) I have a gift for you.

He opens the boxes, displays a gorgeous dress.

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 takes it, goes behind a screened-off dressing area.

SWANN (CONT'D) 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) I knew it.

SWANN Or, rather, Commodore Norrington ... a fine gentleman, don't you think? (no answer) He fancies you, you know. (a gasp from the screen) Elizabeth? How's it coming?

ON ELIZABETH as she holds her hair out of the way. Estrella -- a foot in Elizabeth's back -- cinches the corset 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 breathe.

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.

4 INT. GOVERNOR'S MANSION - FOYER - DAY

The caller, dressed in rough clothing, is very out of place, and knows it. He holds a presentation case. He polishes the toes of his boots on the back of his calves; 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 a weight beyond his years.

WILL Good day, sir. I have your order.

Will holds out the case, opens it. Inside is a beautiful dress sword and scabbard. Swann takes it out reverently.

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

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

WILL (CONT'D) 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's proud of it. With practiced ease, he flips the sword, catches it by the hilt, returns it to the case. He bows slightly.

WILL 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 -- gives up, smiles to himself, and nods.

ELIZABETH Will! It's so good to see you! (her, hand goes to the hidden medallion) I dreamt about you last night..

WILL About me?

SWANN Elizabeth, this is hardly appropriate --

ELIZABETH 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.

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

Swarm takes the case from Will, opens the door. Elizabeth straightens her back, gathers her skirts, strides past Will.

ELIZABETH Good day, Mr. Turner.

5 EXT. GOVERNOR'S MANSION - DAY

Swann follows Elizabeth out the door, toward a carriage.

WILL Good day. (to himself) Elizabeth.

IN THE CARRIAGE: Swarm 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.

6 EXT. PORT ROYAL - HARBOR - DAY Against the sky, a mast comes into view. Standing atop the yardarm in all his swashbuckling splendor is JACK SPARROW.

His attention is drawn to something below. He leaps from the yardarm to the rigging to --

Jack's boots SPLASH into the foot of water filling the hull of the Jolly Mon, a small fishing dory with a single sail. Jack sloshes through floating net buoys and fish heads, picks up a tankard, and starts bailing.

The boat slips past --

The SKELETAL REMAINS of four pirates hang from a gallows on a rocky promontory. A fifth, unoccupied noose bears a sign:

PIRATES - BE YE WARNED

The boat slips past the gallows. Jack gazes at the pirates, the empty noose, paying a moment of respect.

7 EXT. PORT ROYAL - DOCKS - DAY

The harbor, dominated by the H.M.S. Dauntless, bustles with activity. A STEVEDORE spots the tankard floating in the water, looks over just in time to see --

Jack climbs to the top of the mast --

-- and steps directly onto the dock. The Jolly Mon has sunk.

Jack strolls past the HARBORMASTER and his assistant, a YOUNG BOY who totes the Harbormaster's huge ledger.

HARBORMASTER Hold up there, ye! It's a shilling to tie up your boat at the dock.

Jack casts a dubious glance back toward the Jolly Mon's mast.

HARBORMASTER (CONT'D) Rules are rules. The mooring fee's a shilling, and I'll need to know your name.

The Young Boy opens the ledger, holds it up. Jack tosses three shillings onto the ledger.

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

The Harbormaster considers, then shuts the ledger.

HARBORMASTER Welcome to Port Royal, Mr. Smith.

Jack acknowledges the welcome, looks across the water to: the Interceptor, tied up a dock below Fort Charles.

8 EXT. FORT CHARLES - DAY

With choreographed precision, Swann removes case and presents it to Norrington, in full sword, executes a flourishing salute, first and then to the audience, assembled beneath

the sword and scabbard from its dress. Norrington accepts the to Swann, then to the officers, the glaring sun.

The audience APPLAUDS. Among them is Elizabeth, who looks a bit ill. She winces, discreetly adjusts the corset through the material of the dress, trying to hide her discomfort.

9 EXT. PORT ROYAL - NAVY DOCK - DAY

Two marines 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 the fort.

JACK (CONT'D) Some sort of high-toned and fancy affair up at the fort, eh? How could it be that your good selves did not rate an invitation?

MURTOGG Someone has to make sure this dock stays off-limits to civilians.

JACK This must be some important boat.

MULLROY Ship.

JACK Ship, right. Boats fit on ships, innit that it?

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 a wee superfluous, I reckon.

MURTOGG Oh, the Dauntless is the power in these waters, true enough -- but there's no ship as 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 that 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 (CONT'D) You!

Jack looks over in exaggeratedly innocent surprise.

MULLROY (CONT'D) Get away from there! You don't have permission to be aboard there!

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

MURTOGG What's your name?

JACK Smith. Or Smitty, if you like.

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 --

10 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 (CONT'D) (a burst) You look lovely. Elizabeth.

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

NORRINGTON (CONT'D) I apologize if I seem forward -- but I must speak my mind. (gains his confidence) 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. Reaches a hand out to the parapet to steady herself, but it slides off --

-- and she vanishes over the wall. Gone.

NORRINGTON (CONT'D) Elizabeth!

11 EXT. PORT ROYAL - NAVY DOCKS - DAY

Jack reacts, pushes Murtogg aside to see: Elizabeth plummets from the top of the cliff, down, down, down into the sea --

She hits the water, narrowly missing the jagged rocks. A wave breaks, washing her away from the cliff, struggling feebly.

12 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 – realizes Gillette is right. He jumps down and runs –

13 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 (not surprised) Prides of the King's Navy, you are.

Norrington and the others pick their way down the cliffs. They are too far away to get to Elizabeth in time. Jack scowls. He has no choice -- and it pisses him off.

JACK (CONT'D) Fine.

He strips off his coat, hands his pistol, sword belt and hat to Murtogg.

JACK (CONT'D) Don't lose those.

And then he dives into the water.

14 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 --

14A EXT. PORT ROYAL - NAVY DOCKS - DAY

Murtogg and Mullroy, side-by-side, are unsettled, even a bit scared. They glance around nervously.

MULLROY You felt that, too?

Murtogg nods his head quickly, emphatically.

A gust of wind comes up. Murtogg and Mullroy grab their hats and look up at the British flag which has begun to blow in the opposite direction.

Mullroy shakes his head the same way, shrugging.

Murtogg and Mullroy move closer together.

15 EXT. PORT ROYAL – VARIOUS – DAY

The British flag atop the mast of the Dauntless, hanging limply, snaps to life --

From the village comes the sound of DOGS BARKING -A weather vane twists as the wind picks up, blowing in from the sea – At the Fort, the musicians' music sheets scatter across the parade ground –

16 EXT. PORT ROYAL - CLIFFSIDE - DAY

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

17 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, makes for the surface.

18 ON THE SURFACE

Jack swims toward the dock, struggling, making slow progress. He stops stroking, and they submerge.

19 UNDERWATER

Jack realizes Elizabeth's dress is weighing them down. He tears it open at the back, skins her out of it, kicks away. The dress falls like a cloud into darkness –-

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

21 AT THE DOCK

Murtogg and Mullroy help haul her 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.

Jack slips 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, choking on her first full breath..

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, then spots: the MEDALLION. Jack catches it up in his hand.

JACK (CONT'D) 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.

NORRINGTON On your feet.

It looks bad -- Jack standing over Elizabeth, most of her clothes gone. 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 --

SWANN (re: Jack) Shoot that man!

ELIZABETH Father! Commodore, surely you don't 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 (CONT'D) Had a brush-up with the East India Trading Company, did you -- pirate?

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

SWANN Ah. Hang him.

NORRINGTON Keep your guns at ready, men. Gillette, fetch some irons.

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

NORRINGTON (CONT'D) Well, well ... Jack Sparrow, isn't it?

JACK Captain Jack Sparrow. If you please.

NORRINGTON (a glance out at the bay) I don't see your ship -- Captain.

JACK I'm in the market, as it were.

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 shows the pistol and belt. Norrington checks the pistol.

NORRINGTON No additional shot nor powder.

Jack shrugs. Norrington examines the compass, tests it.

NORRINGTON (CONT'D) It doesn't bear true.

Jack looks away, a bit embarrassed. Norrington half-draws the sword from the scabbard.

NORRINGTON (CONT'D) I half-expected it to be made of wood. (re-sheathes the sword) 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 for a lifetime of wickedness.

Gillette snaps the manacles closed on Jack's wrists.

JACK But it seems 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.

SWANN Don't shoot!

JACK Ah ... I knew you'd warm up to me. Commodore Norrington ... My pistol and belt, please.

Norrington hesitates, balls his fists in frustration.

JACK (CONT'D) Commodore!

Norrington takes them from Murtogg, holds them out to Jack.

JACK (CONT'D) 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 (CONT'D) 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, backs up, bumps against a pylon.

JACK (CONT'D) 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 loading level of the docks.

Swann catches Elizabeth in his arms.

SWANN Now will you shoot him?

NORRINGTON On fire? (pistols fire -- and miss) On his heels!

Navy men race after him. Pistols fire -- and miss. Jack swings out on the rope --

Norrington has held his shot. With careful aim, he tracks Jack's trajectory -- and FIRES. His shot tears the rope, just as Jack lets go, and snaps the link of manacle chain over another line, grabs hold of the far loop. He slides down to a further dock, drops down.

Norrington watches as Jack disappears into the streets.

NORRINGTON Gillette, Mr. Sparrow has a dawn appointment with the gallows, and I would hate for him to miss it.

Gillette nods, gathers a search party by eye, heads off --

NORRINGTON Elizabeth, are you --

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

Norrington notes her tone, heads off.

Swarm drapes his coat around Elizabeth.

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

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

She looks out at the bay, where a THICK FOG moves across the water. She shivers, huddles in the jacket, suddenly cold.

22 EXT. PORT ROYAL-- TOWN - ALLEY - DAY

The fog casts an eerie twilight pall. An armed party searches the streets, checks down an alley. They move on --

Jack steps out from his hiding place behind a blacksmith's statue. Moves toward a set of barn doors --

23 INT. BLACKSMITH'S FORGE - DAY Jack slips through the pass-thru doors. The forge is dark, Lit by lanterns. A mule is yoked to a bellows. Every tool is in its place, the workbench tidy and neat.

A snort, and Jack jumps. MISTER BROWN, in a blacksmith's apron, sleeps in the corner, cradling a bottle.

Jack reaches over him, takes a short-handled sledge from its place on the wall. Holds his right hand over the furnace, the chain down in the embers. The chain-begins to GLOW. Jack sweats, grimaces at the pain --

Quickly Jack wraps the chain around the nose of an anvil, brings the sledge down on the glowing links. One SHATTERS. Jack 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. Spots the drunken Mister Brown in the corner.

WILL Right where I left you.

Then notes: an empty peg on the wall. Sledge on the floor:

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

He moves casually toward the sledge. 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 (CONT'D) You're the one they're hunting. The pirate.

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

JACK You seem somewhat familiar ... have I threatened you before?

WILL I make it a point to avoid 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 (CONT'D) 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 has training.

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 (CONT'D) 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 (CONT'D) Very good! And if I step again, you step again ... (continuing in a circle) And so we circle, circle, like dogs we circle ...

They are now exactly opposite their initial positions.

JACK (CONT'D) Ta!

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

Will registers angry surprise -- and then with a vicious overhand motion, throws his sword -- it buries itself into the door, just above the latch, barely missing Jack.

Jack rattles the latch -- the sword blocks it. 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 (CONT'D) That's a good trick. Except, once again, you are between me and the way out. (raises his sword) And now you have no weapon.

Eyes on Jack, Will simply picks up a new sword from the furnace -- this one has a glowing, red-hot tip. 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 picks up another. Jack becomes distressingly aware that the entire room is filled with bladed weapons.

JACK (CONT'D) 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 other hand, and attacks Jack, both blades flashing --

Fearless, Will drives Jack backwards, and up, onto a movable ramp, wheels in the center. When Jack passes the mid-point, the ramp balances, and rolls wildly as the two men fight. Jack slams down on one of the boards, it flies up, hitting Will in the chin. Jack's chain wraps around Will's sword --

-- but Will twists the handle of his guard through a link, and stabs the sword up --

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 frees his manacled arm, drops onto the ramp -- the other end rises and slams Will's chin. Jack hurls a wooden mallet, hits Will on the wrist; he drops his sword, falls, gets up.

Jack's pistol is aimed between Will's eyes. Will steps back -- blocking the back exit. Glares, rubs his wrist gingerly.

WILL (CONT'D) You cheated.

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

Jack steps forward. Will steps back, fully blocking the door. From outside come the SOUNDS of pursuit.

JACK (CONT'D) 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. 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 rotter broke my bottle. 24 EXT. PORT ROYAL - NIGHT The thick fog blankets the entire bay now, and the town. Only Fort Charles is visible above it, set against a black sky. The moon gives both Fort and fog an eerie glow. Just below the stone parapets of the fort, deep in the fog, like a shark fin slicing through the water, the TOPMAST of a ship, BLACK SAILS billowing. The Black Pearl has come to Port Royal. 25 INT. GOVERNOR'S MANSION - ELIZABETH'S BEDROOM - NIGHT Estrella removes a bedwarmer from the fireplace, slides it between the sheets at the end of Elizabeth's bed. ESTRELLA There you go, Miss. It was a difficult day for you, I'm sure. ELIZABETH (agreeing) I suspected Commodore Norrington would propose, but I was still not entirely prepared for it. ESTRELLA I meant your being threatened by that pirate. It sounds terrifying. ELIZABETH Oh. Yes. Terrifying. ESTRELLA

But -- the Commodore proposed! Fancy that! That's a smart match, miss, if it's not too bold to say. ELIZABETH It is a smart match. He's a fine man. The sort any woman should dream of marrying. Estrella catches the slip -- 'should' instead of 'would.' ESTRELLA That Will Turner ... he's a fine man, too. Elizabeth looks at Estrella sharply. ELIZABETH That is too bold. Will Turner is a blacksmith -- no, a blacksmith's boy apprentice.

ESTRELLA Begging your pardon, miss. It was not my place. She exits. Elizabeth tries to read, toying absently with the medallion chain around her neck, but her attention drifts from the book ... The lamp flame suddenly drops: Elizabeth tries to turn it up. No good. The flame goes out, and the room is BLACK. 26 INT. BLACKSMITH'S FORGE - NIGHT Will, shirtless, wearing a leather apron, heats an iron ingot at the furnace, hammers it flat -- he stops. He moves to a window, opens the shutter, peers out -- nothing but fog. Unconsciously he reaches for a boarding axe on the wall. Takes it down; it has a satisfying weight in his hands. 27 INT. FORT CHARLES - CELL BLOCK - NIGHT CLOSE ON: a mutt of a dog, 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!

28 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 now the WHISTLE of an incoming ball -NORRINGTON Cannon fire! Norrington tackles Swann as the wall of the parapet EXPLODES 29 INT. FORT CHARLES - 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 (CONT'D) It's the Black Pearl. PRISONER 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 Then where do the stories come from, I wonder?

30 EXT. PORT ROYAL - HARBOR - NIGHT With each BOOM of the ship's guns, cannon fire lights up the fog. Both the fort and the town are being hammered now. 31 EXT. PORT ROYAL - TOWN - NIGHT Streets, buildings, docks and ships shatter and explode beneath the onslaught. Villagers run for cover, dodge flying debris. If this is not hell on earth, then it's about to be --- longboats emerge out of the fog, carrying ARMED PIRATES. They swarm from the boats, striking down villagers indiscriminately and setting fires. A pair set out with special purpose. RAGETTI is the taller of the pair, and has a wooden eyeball that squeaks when it moves; PINTEL makes up for his lack of height with ugly. 32 INT. BLACKSMITH'S FORGE - NIGHT Will arms himself: boarding axe at the small of his back, three dirks in his belt, sword in his scabbard and a second sword and axe for good measure. He slides back the doors -32A EXT. BLACKSMITH'S FORGE. - NIGHT A woman runs past, chased by JACOBY -- a wild eyed pirate with a bandolier of clay bombs across his chest. He grabs one -- it sparks to life as he pulls it free -- stuffs it into a blunderbuss, FIRES, LAUGHS as the clay bomb EXPLODES. A soft whistle -- Jacoby turns--- and Will's AXE flies through the air, hits him in the back, and he drops to the ground -- a deadly blow. Will recovers the axe, heads up the street -33 EXT. FORT CHARLES - PARAPETS NIGHT Men scramble for cover as cannon fire rains down on the fort; Gillette stands still, looking around, shell-shocked -NORRINGTON Governor! Barricade yourself in my office! (Swann hesitates) That's an order! (to his men) Return fire! 34 EXT. GOVERNOR'S MANSION - ELIZABETH'S BALCONY - NIGHT Elizabeth looks out from the balcony: through the fog, multiple fires are visible. Ships burn in the harbor. Cannon fire ECHOES.

Movement below: two SHADOWY FIGURES approach – pirates. Elizabeth bolts from her room -35 INT. SECOND FLOOR HALLWAY - NIGHT She reaches the landing above the foyer just as the Butler opens the door -PINTEL 'ello, chum. His pistol BOOMS, and the butler crumples. Elizabeth stifles a scream -- too late, Ragetti's wooden eye squeaks as he looks up toward her. RAGETTI Up there! They rush for the stairs even as more pirates come in through the door with torches. Elizabeth scrambles back -36 INT. ELIZABETH'S BEDROOM - NIGHT Elizabeth slams the door, locks it -ESTRELLA Miss Elizabeth? Elizabeth jumps. Estrella is right behind her, terrified. They whisper: ESTRELLA (CONT'D) 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 shoves Estrella into the corner, between a tall wardrobe and the wall. ELIZABETH They haven't seen you. Hide, and first chance, run for the fort. Estrella nods. Another SLAM at the door -- it gives a bit -Pintel and Ragetti burst through the door (it slams into the wardrobe, so Estrella cannot be seen) and spot Elizabeth dashing out the side door -- they run for the door --- Pintel gets the pan of the bed warmer in his face -- he staggers back, holding his nose -Estrella breaks cover, runs for the hall -Elizabeth comes out swinging -- but Ragetti catches the bedwarmer by the handle -- Elizabeth can't jerk it free, so she wrenches it over -- the pan lid swings down, BANGING Ragetti's head, and then hot coals spill down on him. He howls beating at his hair and his EYE -Elizabeth runs for the hallway door --

37 INT. SECOND FLOOR HALLWAY/FOYER - CONTINUOUS - NIGHT -- and for the stairs, Estrella already halfway down -- the foyer has been looted, tapestries set ablaze -The pirates burst from the bedroom -- Pintel goes for the stairs, while Ragetti vaults the handrail -Estrella registers the butler's body, but continues out the still-open front door at a dead run. Elizabeth follows -Ragetti lands between Elizabeth and the front door. His hair and his WOODEN EYE still SMOLDER -- he reaches -Elizabeth pulls up short, runs the other way -Pintel is waiting for her. Nowhere to run. A third pirate comes out of the door beneath the stairs, arms full of loot -Suddenly, the wall EXPLODES as a cannon ball rips through the foyer, slamming the third pirate back through the door -Elizabeth takes advantage of the chandelier crashing to the floor to race for the dining room -38 INT. DINING ROOM - CONTINUOUS - NIGHT Elizabeth slides the doors shut, grabs a candelabra and forks it down over the door pulls -- the make-shift bolt holds against the pirates' attempt to pull the doors open -- the pirates begin to throw themselves at the doors -Above the fireplace are two crossed swords. Elizabeth grabs one by the hilt and pulls -- but it won't come free. Both swords are securely attached to the wall. Damn! The doors BUCKLE -- the pirates are relentless -- Elizabeth looks desperately around the room -39 INT. FOYER - NIGHT The doors give way under the pirates' onslaught -40 INT DINING ROOM - NIGHT The pirates rush in -- but the room is empty. Curtains trail out an open window. Ragetti starts to climb through, but Pintel stops him. Indicates "She's still here." PINTEL We know you're here, poppet. Come out and we promise we won't hurt you.

Ragetti, still smoldering, gives him look -- he wants to hurt her plenty. Pintel shakes his head: 'Don't worry, I'm lying.' PINTEL (CONT'D) We will find you, poppet ... You've got something of ours, and it calls to us! 41 INT. LINEN CLOSET - NIGHT Elizabeth pushes back against the linen-laden shelves. PINTEL (O.S.) The gold calls to us! Elizabeth registers that -- she looks down at the medallion she still wears. The gold glints in the thin line of light that spills through the crack between the doors --- and then the light is gone. Elizabeth looks up -Pintel's eye is visible in the crack between the doors. PINTEL (CONT'D) Hello, poppet. 42 INT. DINING ROOM - NIGHT Pintel yanks open the doors of the linen closet (hidden as part of the frame-and-panel walls), revealing Elizabeth -ELIZABETH 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 parlay, you can do them no harm until the parlay is complete. PINTEL It would appear, so does she. RAGETTI 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. Ragetti looks at him. With a simultaneous exaggerated nod of their heads, they agree: that's good.

PINTEL (CONT'D) (to Elizabeth) We must honor the code. Pintel yanks her toward the door -43 EXT. PORT ROYAL - STREET - NIGHT Will slashes, fighting with Grapple, just as a cannon ball WHISTLES in and blows out a wall. A hanging sign swings down, but Will sidesteps just enough to let it go by and smash into Grapple. Will turns -- through the smoke and dust he sees: Elizabeth, being escorted roughly by Pintel and Ragetti, followed by other pirates carrying loot -Will squares his jaw to save her -- and then a bomb rolls up and lands next to him. Will looks down at the bomb and up to Jacoby. Will blinks in disbelief -- didn't he already kill this guy? The bomb is a dud. Just then, a couple of pirates run by carrying a lot of treasure. One of them smacks Will in the back of the head. He falls. 44 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.

PRISONER Praise be!

He and the other two scramble through.

PRISONER (CONT'D) (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 on ... Come 'ere, you mangy cur'. Here! Spot. Rover. Fido?

To his surprise, the dog crawls out from under the bench. The key ring is nearly within Jack's reach --

-- suddenly, the dog's attention turns to the cell block door. He backs away from the door, whining.

JACK (CONT'D) What's the matter, boy? No!

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

Jack slumps. 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. How the devil did you get off?

KOEHLER. Did you sprout little wings and fly away?

TWIGG His fortunes aren't improved much.

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

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

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

Under the moonlight, Koehler's arm and hand are skeletal. Jack's eyes go wide -- he is holding a skeleton arm.

JACK (CONT'D) There is a curse.

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

JACK (CONT'D) The stories are true.

Koehler ushers Twigg toward the door. Looks back.

KOEHLER You know nothing of hell.

And then they're gone.

45 EXT. PORT ROYAL - NIGHT

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

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 woman, a small bird taking wing from her outstretched hand.

46 EXT. BLACK PEARL - MAIN DECK - NIGHT

Smoke hangs heavy on the lantern-lit deck; no moon is visible beneath the fog. The longboat is winched up to the rail. Pirates stare at Elizabeth as Ragetti helps her disembark. She shivers, self-conscious in her dressing robe.

BO'SUN 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 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 his clothing, not a man you'd want to meet in a dark alley -- or anywhere, for that matter.

A MONKEY swings off the rigging to Barbossa's shoulder. Elizabeth is terrified. But she musters her courage --

ELIZABETH I am here to --

The Bo'sun SLAPS her.

BO'SUN 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. The monkey bares his teeth as well -- and shows a bit of silver and gold himself.

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

ELIZABETH Very well.

She darts to the rail, pulls out and dangles the MEDALLION over the side. The monkey SCREAMS. The pirates go quiet.

ELIZABETH (CONT'D) 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 (CONT'D) 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. The pirates exchange surreptitious glances.

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. 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 has no choice. She holds out the medallion. The Bo'sun reaches for it -- but the Monkey is there first. He snatches it from Elizabeth's hand, gives a warning SCREECH at the Bo'sun, then retreats back to Barbossa.

ELIZABETH Our bargain?

Barbossa grins devilishly -- but then nods to the Bo'sun. BO'SUN Still the guns, and stow 'em! Signal the men, set the flags, and make good to clear port!

The BOOMING of the guns ceases. Elizabeth is surprised –- and relieved. 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) 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 --

47 EXT. PORT ROYAL - STREET - DAWN Will comes to where he fell. He struggles 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. Will races toward Fort Charles -48 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: Swarm, Norrington, and Gillette, gathered around a huge map of the Caribbean; it drapes over the desk and chair. Behind them, Murtogg and Mullroy work clearing and carrying away rubble -- a gaping section of office wall is blown out. NORRINGTON Mr. Murtogg, remove this man from my office. Murtogg grabs Will by the arm, but Will shakes it off. WILL We have to hunt them down! We have to save her! SWANN And where do you propose we start? If you have any information that concerns my daughter, then please – 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 Ask him where it is! Make a deal with him! He can lead us to it! NORRINGTON No. The pirates who invaded this fort left Sparrow locked in his cell. Ergo, he is not their ally. Do you really think we hadn't thought about that. (through with Will) We will determine their most likely course, and launch a search mission with the next tide. Will slams the boarding axe into the desk, through the map. WILL That's not good enough! Norrington yanks the axe from the desk as he comes around. He does not quite threaten Will with it, but close enough. NORRINGTON Mr. Turner, you are not a military man, you are not a sailor, you are a blacksmith. You have nothing of value to contribute here. And this is not the time for rash actions. Norrington throws a strong arm across Will's shoulders, moves him to the door. He pauses, and leans close to Will. NORRINGTON (low) Do not make the mistake of thinking you are the only man here who cares for Elizabeth.

Norrington emphasizes the point with a stare -- and then shoves the axe at Will, shoves him out the door. Will hits the wall hard, and the door slams shut. 49 INT. FORT CHARLES - JAIL CELLS - MORNING In his cell, Jack strains, trying to budge one of the bars. It won't move. He hears the sound of the door latch -- and immediately adopts a relaxed, lounging pose. Will enters. WILL You. Sparrow. Are you familiar with that ship? The Black Pearl? JACK I've heard of it. WILL Where does it make berth? JACK Surely you've heard the stories? Captain Barbossa and his crew of miscreants sail from the dreaded Isla de Muerta ... an island that cannot be found, except by those who already know where it is. Will examines the cell door. Looks around, searches the prison for something, we don't know what. WILL The ship's real enough. So its anchorage must be a real place. Where is it? JACK Why ask me? Will finds a chair, puts it in place near the cell door. WILL Because you're a pirate. JACK And you want to turn pirate yourself? WILL Never. (beat) They took Miss Swann.

JACK So it is that you found a girl. Well, if you're intending to brave all, 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 drags a bench away from the wall, next to the chair. WILL I can get you out of here. JACK How? The key's run off. WILL I helped build these cells. Those are half-pin barrel hinges. It's the weight of the door keeping you in, not the lock. It just calls for the proper application of strength, and the right leverage. Jack looks closely -- suspiciously -- at Will. JACK What's your name? WILL Will Turner. Jack recognizes the name, but doesn't let on. JACK (nods) Short for William, I imagine. A good strong name. No doubt named for your father? WILL Yes. JACK Ah. Well, Mr. Turner, tell you what. I've changed my mind. You spring me from this cell, and I swear on pain of death, I'll take you to the Black Pearl. (sticks out his hand) Do we have an accord? Will gives him a suspicious look. Jack keeps his hand out, still smiling. Will shakes it. WILL Agreed. JACK Agreed! Will puts the bench over (his fulcrum). Wedges the bench under the cell door, puts his weight on it, straining -- the cell door rises, falls forward, CRASHES down.

WILL Someone will have heard that. Hurry. Will heads for the door. Jack searches the desk, cupboards. JACK Not without my effects. Jack finds them. Straps on the belt, checks his pistol. WILL Why bother with that? You could have escaped if you killed me, but you weren't willing to use it. JACK Are you advising me that was a mistake? He levels the pistol at Will. Will gazes at him, unafraid. JACK (CONT'D) When you've only got one shot, it's best to wait for the opportune moment. (beat) That wasn't it. A beat -- and then Jack grins, lowers his aim. JACK (CONT'D) Nor is this. 50 EXT. PORT ROYAL - DOCKS - MORNING. Jack and Will peek out from beneath the dock, near where dozens of fishing boats rest upside down on the beach. Beyond the busy docks, in the harbor, the Dauntless looms. WILL We're going to steal a ship? That ship? JACK Commandeer. We're going to commandeer that ship. Nautical term.. Will looks at the condition of one of the boats: old, weather-beaten, faded paint, hole in the hull ... WILL When I was twelve, the ship I was on was sunk by pirates. I haven't set foot off dry land since. (more certain than ever) It's been a sound policy. Jack gives Will a critical look. JACK One question about your business, boy, 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. Good answer; Jack's relieved.

JACK No worries, then. 51 EXT. PORT ROYAL - DOCKS - MORNING Men working the docks. No sign of Will and Jack. Just crates, boardwalks, boats upside down on shore, fishing nets, etc. The area clears. Still no sign of Will and Jack. Then, unexpectedly, one of the upside-down boats RISES up and grows four legs. The boat walks down to the water's edge. 52 EXT. PORT ROYAL - HARBOR - UNDERWATER - DAY A trap filled with crabs rests on the sandy bottom, its buoy line trailing up. A BOOTED FOOT steps down on it -- the crabs scurry for freedom, but the crab trap is caught on the Will's leg --- which protrudes, along with its mate and Jack's legs, from beneath an upside-down rowboat as they walk along the ocean floor. Sandbags are suspended from it for ballast. 53 INT. PORT ROYAL - HARBOR - UNDERWATER - BOAT - DAY Jack and Will, water up to their waists, safe in the bubble of air beneath the boat hull. Will trying to shake the crab trap free from his leg. WILL This is either crazy, or brilliant. JACK Remarkable how often those two traits coincide. Will gives his leg another viscous shake, still failing to dislodge the trap, but jerking the buoy line -54 EXT. HARBOR - DOCK - MORNING -- the buoy jerks around, always moving forward -The dock is thronged -- marines, sailors, stevedores – and the Young Boy, the Harbormaster's assistant, who sits fishing. His eyes wide as the Lobster buoy moves past. He tries to catch someone's attention, pointing to the buoy -- but when he finally does, the buoy is still. The broken trap floats to the surface beside it.

55 EXT. DAUNTLESS - MAIN DECK - MORNING Gillette supervises as sailors swab decks, mend sails, etc. Jack and Will jump over the rail -- 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 look at them -- then burst out LAUGHING. Jack grins with them. Gillette steps forward. GILLETTE This ship cannot be crewed by two men. You'll never make it out of the bay. JACK I've never been one to resist a challenge. Now, if you will ...? He gestures with his pistol "over the side," to where the little rowboat floats beside the ship. 56 EXT. PORT ROYAL.- DOCK - DAY Crewmen swarm the Interceptor, preparing it for launch. Norrington strides along, intent on the manifest, an OFFICER trying to keep up. The Officer notices: a longboat full of sailors coming from the Dauntless. The ship's forward sail tuffs and billows. OFFICER Commodore! Norrington looks. Sure enough, the Dauntless is moving away, albeit slowly. He takes a brass telescope from his belt, opens it, trains it on: the main deck. He picks out Will. NORRINGTON (O.S.) Rash, Turner, too rash -He moves the scope over to find Jack, at the wheel. NORRINGTON (CONT'D) That is, without doubt, the worst pirate I have ever seen. 57 EXT. H.M.S. DAUNTLESS - DAY - LATER Jack leans on the wheel, relaxed. Will looks back, worried. WILL Here they come. The sails of the Interceptor fill out; it gains quickly -58 EXT. H.M.S. INTERCEPTOR - DAY - LATER The ship passes Gillette and his men in the longboat. GILLETTE Bring her around! Bring her 'round!

Oars splash choppy-quick as the men obey -Norrington's ship is quickly upon the Dauntless. Its decks appear empty. Grappling hooks are thrown. Sailors draw the two ships together. Sailors climb and swing across. NORRINGTON Search every cabin, every hold, down to the bilges! Norrington himself crosses via a gangplank. The Interceptor is empty, save for a single SENTRY. Jack and Will, soaked, climb over the rail unseen. Jack grabs the Sentry from behind, covers his mouth. JACK Can you swim? (the man struggles) Can. You. Swim?. Jack removes his hand. SENTRY Like a fish, sir. Grew up summers in Dover, living with me uncle -JACK Good. Jack tosses the man overboard. Quickly throws off the ropes to the grappling hooks. Will cranks up the foresail -59 EXT. H.M.S. DAUNTLESS - DAY Norrington appears -- and sees his other ship moving away. NORRINGTON Sailors! Back to the Interceptor!

Too late. One BRAVE SAILOR tries to swing across on a rope, but misses badly, and -- SPLASH! Jack waves at Norrington: JACK Thank you, Commodore, for getting us ready to make way! We'd've had a hard time of it by ourselves! Norrington seethes, but his order is measured: NORRINGTON Raise the sails. OFFICER With the wind a quarter astern we won't catch them -NORRINGTON We need only to come about, to put them in range of the long nines. Officer is surprised at the order -- but relays it. OFFICER Hands! Come about! Jackets off the cannons! (to Norrington) We're 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. No change in course. STEERSMAN Captain, there's a problem. (spins the wheel; it keeps spinning) He's disabled the rudder chain, sir. NORRINGTON So it would seem. 60 EXT. HARBOR - LONGBOAT - DAY Gillette stands in the prow of the rowboat, the only one on board to see the hull of the Dauntless looming toward them -GILLETTE (a croak) Abandon ... (louder) Abandon ship! A SHADOW falls across the boat: the men look around, drop their oars and dive for the water -- a loud CRUNCH -61 EXT. H.M.S. DAUNTLESS - DAY The Interceptor dwindles with distance. The ship's Officer watches it go, with some degree of admiration. OFFICER That's got to be the best pirate I've ever seen. NORRINGTON So it would seem. 62 EXT. CARIBBEAN SEA - DAY

The Interceptor makes for the horizon. A SLOW DISSOLVE: the ship vanishes from the horizon; the sky turns twilight blue --

63 EXT. CARIBBEAN SEA - EVENING

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

64 INT. BLACK PEARL - CAPTAIN'S CABIN.- EVENING

Elizabeth stalks the cabin. Pintel and Ragetti enter, holding between them 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'd 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. Ragetti's grin fades.

PINTEL (CONT'D) (hands it over) Fine.

He exits, pouting. Elizabeth examines the dress. Pulls a hairpin out of her hair. Starts to take off her dressing gown. There is a SQUEAK-SQUEAK sound from the door --

65 EXT. BLACK PEARL - DECK - EVENING

Ragetti crouches at the door, squinting into the key hole -- using his wooden eye.

PINTEL You're an idiot.

Suddenly, he jerks back -- Elizabeth's hairpin pokes through.

RAGETTI (CONT'D) Ow! Me eye!

Ragetti's eye bounces on the deck, rolls away --

RAGETTI (CONT'D) Don't let it drown!

He scrambles after it -- it is stopped by the toe of a boot. Ragetti looks up at the Bo'sun. Behind him are more pirates, bearing trays of food.

BO'SUN If ye like, I'd be happy to nail it in place.

RAGETTI That's all right, sir.

He presses down on the eye; it rockets out from beneath his boot; Ragetti chases it. The Bo'sun and pirates move past --

66 INT. BLACK PEARL - CAPTAIN'S CABIN - NIGHT

The Bo'sun supervises as the PIRATES set out trays of food, wine, table setting, etc. Barbossa enters. The Monkey scrambles off his shoulder to a perch. Barbossa appraises Elizabeth in the dress -- lovely. BARBOSSA Maid or not, it suits you. ELIZABETH Dare I ask the fate of its previous owner? BARBOSSA Now, none of that. Please -- dig in. 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 (CONT'D) Try the wine. Elizabeth does, a huge swig; tears off a hunk of bread. BARBOSSA (CONT'D) And the apples -- one of those next. She starts to bite into the apple -- stops. She is suddenly aware that Barbossa is staring at her. So are the other pirates. So is the Monkey. ELIZABETH You eat it. BARBOSSA Would that I could. 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 to be killing you, Miss Turner. ELIZABETH Then release me. You have your trinket. I am of no further value to you! Barbossa dangles the medallion. BARBOSSA Do you not know what this is, then? ELIZABETH A pirate medallion. BARBOSSA This is Aztec gold. One of eight-hundred eighty-two identical pieces they delivered in a stone chest to Cortes himself. Blood money, paid to stem the slaughter he wreaked upon them with his armies. (beat) But the greed of Cortes was insatiable. Thousands more fell to blade and ball, their voices crying out for vengeance as their blood stained the Earth. And so the heathen gods placed upon the gold a terrible curse. Elizabeth is intrigued, but refuses to admit it. ELIZABETH I hardly believe in ghost stories any more, Captain Barbossa. BARBOSSA Aye! That's exactly what I thought when we were first told the tale! (dismissive) Buried on an Island of the Dead what can't be found 'cept by those who know where it 'tis. Barbossa remembers...

BARBOSSA Find it we did, and there be the chest, and inside be the coins. Each man to his share and we took 'em all. We spent 'em and traded 'em and frittered 'em away for drink and food and pleasurable company. But the more we gave 'em away, the more we came to realize: the drink would not satisfy, and the food turned to ash in our mouth, and all the pleasurable company in the world would not slake our lust. We are cursed men, Miss Turner. Compelled by greed we were, but now we are consumed by it. The monkey SCREECHES; Barbossa consoles it. BARBOSSA (CONT'D) There is one way to end our curse. All the scattered pieces of the Aztec gold must be restored, and the blood repaid. (beat) Ten years we searched, looting ship and port, sifting through our plunder for it all. Eight-hundred and eighty-one of 'em we found, despairing of ever finding the last. And all the while you fancied it a trinket 'round that pretty neck or to stash beneath your pillow while you read your pirate fairy tales. (beat) But thanks to you, we have the final piece. Once we've reunited it with its mates, we are free. ELIZABETH And the blood to be repaid? What of it?

BARBOSSA That's why there's no sense to be killing you. Yet. Elizabeth is horrified. With the toe of his boot, Barbossa flips an apple up off the floor, catches it, offers it. BARBOSSA (CONT'D) 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-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 (CONT'D) I'm curious -- after killing me, what is it you planned to do next? Elizabeth backs away, whirls and barrels out the door -67 EXT. BLACK PEARL - MAIN DECK - NIGHT -- blindly, Elizabeth races forward -- then stares, her jaw working, trying to scream but unable to -The pirate crew works at their stations coiling lines, navigating the ship, swabbing decks -- they sing a sea chanty as they work -- but where the moonlight falls across their bodies, they are naught but SKELETONS. Elizabeth turns away, runs -- gets caught in the turning capstan, where two skeleton pirate musicians (violin and squeeze box) ride the capstan as it turns -Elizabeth jumps away, falls into a cargo hold, bounces back up off a sail. She evades a pirate, hides beneath the steps to the aft deck ... Suddenly, the SKELETAL MONKEY drops into frame with a SCREECH, clutching the medallion. Elizabeth bolts -Barbossa grabs her roughly by the shoulders and jerks her back around -- Elizabeth shuts her eyes -BARBOSSA Look! -(shakes her) LOOK! Elizabeth looks -- the pirate crew are silent, now, all of them motionless, all of them staring straight at her. 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 (CONT'D) The moonlight shows us for what we really are! We are, not among the living, and so cannot die -- but neither are we dead! For too long I have been parched of thirst, and unable to quench it! Too long, I have been starving to death -- and haven't died! (raises his hand) I feel nothing ... Not the wind on my face, nor the spray of the sea ... (reaches toward Elizabeth) ... nor the warmth of a woman's flesh. His reaching hand becomes skeleton in the moonlight. Elizabeth flinches away. He leans forward into the moonlight. BARBOSSA (CONT'D) You'd best start believing in ghost stories, Miss Turner. You're in one. He grabs a wine bottle from a case, uncorks it with his teeth, gives her a little toast, and then drinks. The wine runs through his jaw and rib cage, drenching his clothes. Elizabeth darts around him, back into the cabin, and shuts the door. Barbossa hurls the bottle away. 68 INT. BLACK PEARL - CAPTAIN'S CABIN - NIGHT Elizabeth huddles in the far corner of the cabin, terrified. 59 EXT. CARIBBEAN SEA - DAY The Interceptor cuts across the waves. Jack at the wheel; Will tightens a line, moves back astern. 70 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. Bill Turner? (Will drops his attempt at guile) 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 -(an 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 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! A respectable man who obeyed the law -JACK (laughs) You think your father is the only man who ever lived the Glasgow life, telling folk at home one thing, and then going off to do another? There's quite a few who come out 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. 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 turns the wheel hard. The sail boom whips around and slams Will in the chest; Will is swept off the ship. Jack picks up Will's sword, pokes at Will with it. Will hand-over-hands to the end of the boom, out over the water. JACK (CONT'D) As long as you're just hanging there, pay attention. On a pirate ship, every man has an equal vote. Every man has an equal say in the rules he has to live by. Should, do, don't, shall, shall not -- those are mere suggestions. The only rules that really matter are these: (ticks them off on his fingers) What a man can do. And what a man can't do. For instance: you can accept that your father was a pirate and a good man ... or you can't. But pirate's in your blood, boy, so you're going to have to square with that some day. Now, me, I can let you drown ... (Will looks alarmed) But I can't land this ship at Tortuga without your help. Jack swings the boom so Will is safe on the deck. Jack flips the sword, offering it to Will.

JACK (CONT'D) So -- can you sail under the command of a pirate -- or can you not? Will grabs the sword from him. A beat as he considers -- then he turns and goes back to where he was sitting and resumes sharpening his sword. Jack's relieved; he looks at his still shaking hand, and smiles. Will looks up suddenly. WILL Tortuga? When did we decide on that? 71 EXT. TORTUGA - NIGHT A dank, dirty port, where the tides have swept together the scum of the Caribbean. Pirates dunk a merchant for sport. Painted ladies display their wares. A Donkey bellows. JACK (O.S.) Sailing between islands is one thing, but I'll not risk the open sea without an able crew. Jack and Will walk through the streets. Will studies the environment with a dubious expression. JACK Besides, no one should go their life without breathing deep the bouquet of Tortuga! (breathes deep) What do you think? A woman dumps a thunderpot from a second story window; Will sidesteps the, er, thunder. WILL It'll linger. JACK Aye, unforgettable. I tell you, Will, if every town in the world was like this one, no man would ever feel unwanted. A REDHEAD in a scarlet dress chatting up two sailors spots Jack. She strides up to him -JACK (CONT'D) Scarlett ! -- SLAPS him hard, and stalks off.

JACK (CONT'D) I didn't deserve that. He turns back, just as a SMILING BLONDE WENCH plants herself in front of him. Jack smiles back. JACK (CONT.'D) Giselle! SMILING BLONDE WENCH (pointing after the redhead) Who was she? Jack looks after the redhead, then back -- in time to receive another SLAP! Giselle stalks off. JACK I may have deserved that. WILL How many women are there in this town? JACK Point taken. The quicker we get our crew and away, the better. Fortunately for us, the finest sailors in the world be found in Tortuga. 72 EXT. THE FAITHFUL BRIDE - REAR - NIGHT A DRUNKEN MAN lays in the mud, having a friendly conversation with two pigs. He wears an old tattered Navy jacket. WATER splashes across his face, revealing: this is old JOSHAMEE GIBBS. He sputters and roars: GIBBS Curse you for breathing, you slack hawed 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 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 (CONT'D) Blast it, I'm already awake! WILL That was for the smell. Gibbs starts to retort angrily, re-considers, shrugs: 'Fair enough.' 73 INT. THE FAITHFUL BRIDE - NIGHT Jack and Gibbs sit in the shadows, lit by a single candle. Will stands away from them, hand on sword, keeping a lookout. Two tankards are 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 leans forward. Gibbs leans forward. JACK I'm going after the Black Pearl. Gibbs straightens up like he's been hit. Picks up his drink -- thinks better of it, puts it down. 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 know better than me the tales of the Black 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 A fool's errand. And from all I've heard of Captain Barbossa he's not a man to suffer fools, nor strike a bargain with one. JACK Then it's a good thing I'm not a fool. GIBBS Prove me wrong. What makes you think Barbossa will give up his ship to you? JACK It's just a matter of having the right leverage.

He jerks his head toward -- WILL, standing vigilant just out of earshot -- or he is within earshot, and listening?

GIBBS The kid? JACK That is the child of Bootstrap Bill Turner. His only child. Gibbs' eyes widen over the edge of the tankard. GIBBS (musing) Is he, now? Maybe Barbossa will strike a bargain with a fool, at that ... (he's on board) Leverage, says you. I think I feel a change in the wind, says I. I'll find us a crew. There's bound to be a few sailors on this rock crazy as you. Jack lifts his tankard in a toast. JACK Take what you can. GIBBS Give nothing back! They drink, SLAM down their tankards. Will whirls at the sound, sword out, kicks over a table, and searches for an opponent.

GIBBS (CONT'D) The kid's a bit of stick, eh? JACK You have no idea. 74 EXT. TORTUGA - DOCK - DAY A weatherbeaten group of swabs stand in a ragged line-up. GIBBS Feast your eyes, Cap'n. All of 'em faithful hands before the mast, every man worth his salt -(sotto, making his point) -- and crazy, to boot. Will is not impressed. WILL You, sailor -GIBBS Cotton. JACK Mr. Cotton. Do you have the courage and fortitude to follow orders and stay true in the face of danger and almost certain death? (looks at Will, waits for the answer; none comes) Mr. Cotton? Well? Answer, man! GIBBS He's a mute, sir. Poor devil had his tongue cut out ... Cotton opens his mouth to show this -- Jack grimaces. GIBBS So he trained the parrot to talk for him. No one's yet figured how. Jack gets it. Tries again: JACK Mr. Cotton -- 's Parrot. Same question. COTTON'S PARROT Wind in your SAILS! Wind in your SAILS! GIBBS Mostly, we figure that means 'yes.'

JACK Of course it does. (raises his voice) I put it to all of you: we're venturing a rescue here, and if any man is unwilling to face the perils of Isla de Muerta and the Black Pearl -(a quick, low aside) -- and for the purposes of this interrogatory, presume that all stories you've heard are true -(loud again) -- then let him leave now!

He waits, watches. Some of the sailors exchange nervous glances, others look more determined than ever, but none leave -- to Jack's relief and partial, amazement.

JACK Still here. (to Will) Satisfied? WILL You've proved they're crazy. ANAMARIA (O.S.) What is the benefit for us? Jack turns at the sound of the voice as pirates murmur agreement. Jack moves along, stops in front of a hunched sailor, eyes downcast, face shaded by a buckled tricorn hat. Jack leans to the side, trying to peer beneath the hat. The sailor looks up --- it's ANAMARIA. And she's angry. JACK AnaMaria? Really angry. She SMACKS Jack with a hard right cross. WILL You didn't deserve that, either? JACK No, that one I deserved. ANAMARIA You stole my boat! JACK Actually AnaMaria SMACKS him again, sending him sprawling. JACK Borrowed. Without permission. But with every intention of bringing it back. ANAMARIA But you didn't! The Jolly Mon was my livelihood! How am I to catch fish with no boat to fish from? JACK

You'll get another one! ANAMARIA (a threat) I will. WILL A better one. (points at the Interceptor) That one. Jack snaps a wide-eyed look at Will ("What are you talking about?") Will gives him a hard look in return ("Get with the program!"). Jack realizes it's a good plan. JACK Aye, that one! All of you! Sail under my command, and at voyage's end -- the Interceptor will be yours! Elect your own captain, go out on account, and live the lives of free men. What say you? The sailors respond: "Aye," "I'm in," etc., Including AnaMaria, satisfied with that; she nods. COTTON'S PARROT Anchors Aweigh! GIBBS Just a mention, sir, a friendly remainder, as it were, but it's frightful bad luck to bring a woman aboard, sir. Jack glances up at the sky, back to Gibbs. JACK It'll be far worse not to have her. He moves away. Gibbs and Will exchange a puzzled look --

75 EXT. H.M.S. INTERCEPTOR - NIGHT A FLASH of lightening. CRACK of thunder. Canvas is stretched taut. The ship rocks into a swell, climbs up the other side. The crew are excellent, practiced sailors, but it still takes everything they have to keep the ship afloat. AnaMaria is at the helm. Will looks forward, to where Jack, out near the prow, faces the storm head on. He glances down at his compass, nods. WILL How can we find an island no one can find -- with a compass that doesn't work? GIBBS Aye, the compass doesn't point north. But we're not trying to find north, are we? The ship tilts; AnaMaria fights the wheel. ANAMARIA That fool will have us lose the sails, and the masts besides! Gibbs nods, moves away -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 even more, HOWLING. Jack smiles. GIBBS (shouts) What's in your head as puts you in such a fine mood, Captain? JACK (shouts) We're catching up! Jack check his compass again, looks back to sea, enjoying himself. Gibbs stares at him like he's a crazy man. 76 INT. BLACK PEARL - CAPTAIN'S CABIN - DAY Elizabeth kneels in prayer. She looks up at the sound of a latch: Koehler and Twigg stand in the doorway holding rope; Pintel is behind them. PINTEL Time to go, poppet. 77 EXT. BLACK PEARL - DECK - DAY Twigg tightens a gag roughly over Elizabeth's mouth. Her hands are bound behind her back. Elizabeth jerks away as Barbossa drapes the Medallion around her neck. He tilts her chin to judge the look of it, smiles. 78 EXT. ISLA DE MUERTA - LAGOON - DAY Elizabeth sits in the prow of a longboat, one of several rowing away from the Black Pearl, all laden with booty. Behind them, the ship fades into the fog. Ahead of Elizabeth, a dark sea cave opening looms. The longboats glide in, and are swallowed by darkness. CAMERA RISES, up through the fog, and revealed below is the entire Isla de Muerta -- shaped roughly like a human skull. FOG swirls in, covering the island in grey -COTTON'S PARROT (O.S.) Dead men tell NO tales! Suddenly, Cotton's PARROT flutters down into frame -COTTON'S PARROT (CONT'D) Dead men tell NO tales! The bird is perched on a railing, fog behind it; we are -79 EXT. INTERCEPTOR - DECK – DAY -- as the ship slips through the sound-deadening fog. As the bird squawks, the crew become watchful and tense. A SHAPE emerges from the fog, huge, reaching -- the wreckage of a ship dashed on the reefs. One of many. A graveyard of ships that never returned from Isla de Muerta. Suddenly there is a low SCRAAAPE. At the wheel, Jack shuts the compass, concentrates on navigating the graveyard -80 EXT. UNDERWATER – DAY

The mast of a sunken ship grazes the hull of the Interceptor. 81 EXT. INTERCEPTOR - DECK - DAY Dead ships continue to more past. Gibbs and Will lean on the rail, watching them go by. GIBBS Puts in a chill in the bones, how many honest sailors have been claimed by this passage. Will nods in silent agreement. Turns and looks speculatively at Jack, at the wheel checks the compass, makes a slight correction -WILL How is it that Jack came by that compass? GIBBS Not a lot's known about Jack Sparrow 'fore he showed up in Tortuga with a mind to go after the treasure of Isla de Muerta. That was before I'd met him, back when he was captain of the Black Pearl. WILL What? (suspicious glance at Jack) He neglected to mention that. Gibbs realizes he's made a small faux pas, hides it with -GIBBS He plays things close to the vest now. Hard-learned lesson it was. See, three days out on the venture, his first mate comes to him and says, everything's an equal share, that should mean the location of the treasure, too. So Jack gives up the bearings. (shakes his head) That night, there was mutiny. Gibbs' voice is a whisper, now, so Will has to lean closer. GIBBS (CONT'D) They marooned Jack on an island, and left him to die. But not before he'd gone mad from the heat. WILL Ahh. And that's the reason for all the ... (imitates Jack) GIBBS Reason's got nothing to do with it. Now, Will, when a pirate's marooned, he's given a pistol with a single shot. One shot, that won't do you any good hunting, or to be rescued. But after three weeks of a starving belly and thirst -- that pistol start to look real friendly. Gibbs mimes helpfully: Gun to the head, pull the trigger. GIBBS (CONT'D) But Jack -- he escaped the island. And he still has that single shot. He won't use it, though, save on one man. His mutinous first mate -WILL Barbossa. GIBBS

Aye. WILL How did Jack get off the island? GIBBS I'll tell ya. He waded out past the shallows and waited there, three days and three nights, 'til all manner of sea creatures 'came acclimated to his presence. And then he roped himself a couple of sea turtles and lashed 'em together and made a raft. Will can't believe he heard that. He peers at Gibbs. Gibbs holds his gaze steady. WILL He roped a couple of sea turtles. GIBBS Aye. Sea turtles.

Will's not quite buying it. Gibbs doesn't finch. Jack has ambled over during the story; Will Looks at him. Jack nods, confirming the account. There are so many problems with the story, Will has trouble settling on which to start with, finally settling on the simplest question: WILL (to Jack) What did you use for rope? Gibbs starts to answer -- then realizes he doesn't know. But Jack now stands near them, and supplies the answer: JACK Human hair. Gibbs knew there was a perfectly logical answer. Will's not buying it. Jack holds his gaze with a poker face – then: JACK (CONT'D) (to the crew, cutting off any further questions) Weigh anchor and lower the boat! Will and I are to go ashore. Gibbs steps close to Jack, unaware Will is listening. GIBBS And if the worst should happen? JACK Keep to the Code. You know that. GIBBS (agreeing) The Code. They part. Will watches Jack speculatively.

82 EXT. ISLA DE MUERTA - LAGOON - POINT - DAY THROUGH A SPYGLASS, the Black Pearl lies at anchor. Mostly empty, movement of a few pirates on board. WILL (O.S.) Is she there? Jack lowers the spyglass. He and Will are in a longboat just off a rocky point. JACK No. Jack continues to gaze at the ship. Will looks from him to the Pearl, back -- he's putting the pieces together and doesn't like the picture he sees. WILL Where is she? JACK (grabs the oars) It's begun. 83 INT. ISLA DE MUERTA - CAVES - LANDING - DAY Barbossa steps smoothly from his boat onto shore as Elizabeth is yanked roughly from hers. Barbossa continues directly into the main cavern. Pirates use double oars to carry chests and other booty. Pintel and Ragetti haul a large hope chest between them. PINTEL Ten years of hoarding swag -RAGETTI (way too excited) and now we finally get to spend it' They dump the chest, pick through it. Ragetti finds a parasol. PINTEL Aye, once we're quit of the curse -- we'll be rich men, 'n you can buy yourself an eye what actually fits -- and's made of glass. Ragetti is genuinely moved. He reaches up to wipe a tear. RAGETTI This one does splinter something terrible ...

PINTEL (genuinely sympathetic) I know -(slaps his hand away) Don't rub it! Ragetti slaps back with a parasol. Pintel parries with his own parasol. Ragetti opens his with a FOOMP! To use as a shield. They look over -- the Bo'sun stares at them darkly. Twigg shoves Elizabeth roughly forward into the caves -84 INT. ISLA DE MUERTA - MAIN CAVERN - DAY -- revealed is the spectacular treasure: piles of coins, gold and silver ingots, jewelry, objects d' art, jade and ivory, brightly colored silks, furniture, jewels and pearls, mirrors and swords ...

At the center, a hole in the ceiling lets in a column of sunlight, which illumines: an Aztec stone chest. Filled with coins similar to the gold center of the medallion; across them lies an Aztec stone knife.

85 INT. ISLA DE MUERTA - CAVES - TUNNEL - DAY The tunnel is illumined by a lantern on a pole. Jack rows, back to Will. To one side, Will spots --- a SKELETON, face-down and half buried in the sand; its rib cage partially stove in, a SWORD stuck in its BACK. A crab clicks its claws in the light. They drift past. WILL What code is Gibbs to keep to, if the worst should happen? JACK Pirates' code. Any man who falls behind is left behind. WILL No heroes amongst thieves. JACK You know, for having such a bleak outlook on pirates, you're well on your way to becoming one. (intentionally goading) Sprung a man from jail, commandeered a ship of the fleet, sailed with a buccaneer crew out of Tortuga ... Suddenly, several small bright CIRCLES appear on the cave walls and roof -- and then dozens more. They're everywhere. Will glances down -- beneath the water, THOUSANDS OF COINS reflect light onto the cave walls. JACK (CONT'D) ... and you're obsessed with treasure. They pass through, approach the landing area where the pirates' boats are moored -86 INT. ISLA DE MUERTA - CAVES - LANDING Will pulls the boat ashore; Jack hops out. WILL That's not true. I am not obsessed with treasure. Jack leads up a short rise. JACK Not all treasure is silver and gold.

They climb to a cave opening --- and beyond it there's ELIZABETH, being shoved to the top of the central treasure pile by Twigg and Koehler, where Barbossa waits beside the stone chest at the top. Pirates surround the scene. BARBOSSA Our torment is near an end! 87 INT. ISLA DE MUERTA - CAVES - MAIN CAVERN - DAY BARBOSSA For ten years, we've been tested and tried and every man-jack here has proved his mettle a hundred times over, and a hundred times again! Some pirates voice their approval: Yeah! Aye! etc. BARBOSSA Punished we were, the lot of us, disproportionate to our crime! A louder response: Aye! The stone chest is opened. Inside are hundreds of gold coins, identical to the medallion. A stone knife lays atop them. BARBOSSA Here 'tis, the cursed treasure of Cortes himself! Every piece that went astray has found its way home -- save for this! (points to medallion around Elizabeth's neck) The pirates -- including BO'SUN now -- CHEER. 88 INT. ISLA DE MUERTA - CAVES -LANDING Will scrambles for the cave opening -WILL Jack! JACK (restrains him) Not yet! 89 INT. ISLA DE MUERTA - CAVES - MAIN CAVERN Stones clatter down the embankment. The monkey twists around, suspicious ... then his head swivels back to the ceremony.

90 INT. ISLA DE MUERTA - CAVES - LANDING As Jack moves away from the cave opening: JACK Wait for the opportune moment. Will hesitates a moment, then follows -90A INT. ISLA DE MUERTA - CAVES - MAIN CAVERN Barbossa picks up the stone knife, raises it high. BARBOSSA Who among us has paid the blood sacrifice owed the heathen gods? ALL PIRATES (thrust fists in the air) AYE! 90B INT. ISLA DE MUERTA - CAVES - LANDING Back near the boats, Will catches up to Jack. WILL When's that? When it's of greatest profit to you? JACK Listen, squire, have I ever given you any reason not to trust me? I know it's difficult for you, but, please, don't do anything stupid and wait here. Jack moves away -90C INT. ISLA DE MUERTA - CAVES - MAIN CAVERN BARBOSSA And whose blood must yet be paid? ALL PIRATES (point to Elizabeth) HERS! 90D INT. ISLA DE MUERTA - CAVES - LANDING Jack comes around a cave wall. WILL (O.S.) Sorry Jack -- but I'm not going to be your leverage.

Jack's eyes go wide -- he turns, rolls to defend himself -- too late. Will brings an oar down across Jack's head. Jack slumps. Will slips away --

91 INT. ISLA DE MUERTA - CAVES - MAIN CAVERN - DAY Barbossa steps toward Elizabeth. Elizabeth shrinks back, but is held by Twigg and Koehler. Barbossa leans close to her. BARBOSSA You know the first thing I'm going to do after the curse is lifted? (grins) Eat a whole bushel of apples. Twigg and Koehler grin at that. Barbossa raises the knife -- Elizabeth turns her head away, shuts her eyes -Barbossa grabs her wrist and SLICES HER PALM. He claps the medallion into her hand and closes her fist around it, then removes it, now stained with Elizabeth's blood. ELIZABETH That's it? That's all? BARBOSSA Waste not. He holds the medallion above the chest -BARBOSSA (CONT'D) Begun by blood, by blood undone! -- and drops it into the chest. The pirates tense, waiting, expectant. A long beat. They all look at each other, look at themselves. Nothing happens. KOEHLER Did it work? RAGETTI I don't feel no different. PINTEL How do we tell? Barbossa frowns, draws his pistol, and SHOOTS Pintel square in the chest. Pintel grabs his chest ... but doesn't die. KOEHLER You're not dead.

PINTEL No. (realizes) He shot me! TWIGG. It didn't work! The curse is still upon us! Barbossa searches 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. 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 in whose veins flows the blood of William Turner?! Where? Barbossa SLAPS her hard, sending her sprawling. BO'SUN (to Pintel & Ragetti) You two. You brought us the wrong person! Pintel grabs the bloody medallion, holds it up as proof. PINTEL No, she had the medallion! She's the proper age! RAGETTI (bursts out) She said her name was Turner! You heard her! (suddenly realizes it) I think she lied to us. Twigg whirls on Barbossa.

TWIGG You brought us here -(slaps away the Medallion) -- for nothing? The Medallion bounces, rolls toward the water's edge -- underwater, we see WILL, waiting for his moment. BARBOSSA I won't take questioning or second guesses, not from the likes of you, Mister Twigg. KOEHLER Who's to blame him? Every decision you've made's led us from bad to worse! BOSUN It's you who sent Bootstrap to the depths -TWIGG It's you what brought us here in the first place -The pirate argument grows. Suddenly a hand comes over Elizabeth's mouth; she has the presence not to scream. It's Will, soaked. He nods toward the water. They crouch down -- and Elizabeth sees the medallion on the water's edge. She grabs it. Takes a breath, slips underwater. The Monkey spots them and SCREECHES -BARBOSSA If any coward here dare challenge me, let him speak! Any more talk, I'll chain ye all to a cannon and send ye to the watery depths! The Monkey's SCREECHING echoes -KOEHLER I say we cut her neck and spill all her blood, just in case -He turns -- Elizabeth is gone. The Monkey jumps and HOWLS, pointing toward: Will and Elizabeth, just disappearing out of the cavern. Barbossa looks around, sees -BARBOSSA The medallion! Get after them! Fetch it back! The pirates race out of the main cavern to --

92 INT. ISLA DE MUERTA - CAVES - LANDING - DAY The pirates scramble to launch their boats, reach for the oars -- and then realize: BO'SUN The oars've gone missing, too! Find 'em! The pirates search the cave, overturning chests and upsetting piles of treasure. Jack wanders out into the middle of this, dazed, holding the oar Will hit him with. He looks around without comprehension. Ragetti notices him, and blanches. RAGETTTI You. Jack looks behind him, then back at Ragetti. JACK Me. PTNTEL You're supposed to be dead! JACK I'm not? Pintel draws his pistol, so do the other pirates. Jack's eyes go wide. He thinks, tries to remember something -- got it -JACK (CONT'D) Parlay. (nods; that's it) Parlay. The pirates lower their weapons -- except Pintel, who really wants to shoot this guy. He hurls his pistol to the ground. PINTEL 'Parlay'! Damn to the depths whatever muttonhead thought up 'parlay'! 93 EXT. INTERCEPTOR -- DECY - DAY

Elizabeth is helped from the boat as Will throws the last of the pirates' oars overboard, joining a long trail of oars leading away from the island. GIBBS Welcome aboard, miss Elizabeth. (reminding her) You used to be a lot more mini'ture. ELIZABETH Mr. Gibbs! I didn't know you were still in the Navy. GIBBS I'm not. ELIZABETH But -- this is a Royal Navy ship! MARTY

Used to be. Elizabeth takes in the rest of the crew for the first time -ELIZABETH Pirates. Not more pirates. Will climbs aboard.

GIBBS Hey, boy -- where be Jack? And here Elizabeth thought she couldn't be more perplexed. ELIZABETH Jack? Jack Sparrow?

WILL (with finality) Fell behind. He moves away. AnaMaria glances questioningly at Gibbs.

GIBBS Keep to the Code.

ANAMARIA (an order to the crew) Weigh anchor and hoist the sails! Split-quick, you dibbis! Gibbs looks after Will speculatively. 94 INT. ISLA DE MUERTA - CAVES - LANDING - DAY

Jack leans on the oar, the pirates eyeing him. They part, and Barbossa steps out to see what they've found. He stares. BARBOSSA How the blazes did you get off that island? JACK When you marooned me on that God forsaken spit of land, you forgot one thing. I'm Jack Sparrow. BARBOSSA Ah, then I won't be making that mistake again. Gents, see that man there? He's Jack Sparrow! Kill him. He turns away. Pintel is happy, grabs his pistol, aims it -JACK The girl's blood didn't work, did it? Barbossa snaps back around. BARBOSSA Hold fire. Pintel reacts with silent exasperation. So close. Barbossa glares at Jack, working it through -- and then he's certain: BARBOSSA (CONT'D) You know whose blood we need. JACK I know whose blood you need. Barbossa clenches his jaw. He hates this guy. 95 EXT. CARIBBEAN SEA - DAY

The Interceptor on the open sea under full sail.

96 INT. INTERCEPTOR - CABIN - DAY Elizabeth's frustration at trying to wrap a bandage around her hand only adds to her anger. ELIZABETH What sort of man would trade a man's life for a ship? WILL (shrugs) Pirate. It's a botched job on the bandage; Elizabeth lets out an exasperated sound and yanks it off.

WILL Here ... let me. She lets him take over the task. ELIZABETH Thank you. He begins to gently wrap her hand. WILL (suddenly) You said -- you gave Barbossa my name as yours. No response; Elizabeth keeps her eyes fixed on her hand as he wraps it. WILL Why? She looks up into his eyes levelly, but can't quite bring herself to say what she's thinking. ELIZABETH (she knows exactly why) I don't know. They hold the gaze; a slight smile begins to play on Will's lips, matched by Elizabeth -- she WINCES, pulls her hand back slightly. WILL I'm sorry -- blacksmith's hands. I know, they're rough ... ELIZABETH No ... I mean, yes. They are. But --

She considers, smiles to herself: anything she says will reveal the truth ... and so she says the truth. ELIZABETH (CONT'D) Don't stop.

They lock eyes. Will ties off the bandage, but doesn't drop her hand. He runs his palm up her forearm –-- passion takes them. They are in each other's arms, Will sweeps Elizabeth back, pressing her against the bulkhead, suspending the exquisite anticipation of the kiss. Her hand runs up his back, clutches at his hair. His hand on her waist slipping down to the swell of her hip. He breathes in the smell of her hair, her neck. WILL Elizabeth ... She takes his hand from her face ... brings it down to her neck then down her chest ... ... and then, despite not wanting to ruin the moment, she moves his hand across, over the medallion. She tugs it out and lays it in his hand. ELIZABETH This is yours. He gives it a glance, a puzzled look. ELIZABETH (CONT'D) Don't you recognize it? It's yours. Will looks again -- then does remember. WILL I thought I'd lost it the day -- in the attack -(beat) It was a gift from ... ELIZABETH From your father. I know. WILL This is part of the treasure. ELIZABETH (unlatches the chain) I took it. I had to tell you. WILL Why? ELIZABETH I wanted there to be no secrets between us. WILL No. I mean, yes, but ... why did you take it? ELIZABETH (reliving the memory)

Because I was afraid you were a pirate. That hits Will hard. He steps back away from Elizabeth. ELIZABETH (CONT'D) ... and that would have been awful.

Will stares at the medallion. He realizes: WILL It wasn't your blood they needed. It was my father's blood. My blood. The blood of a pirate. She lays a hand on his arm. He does not react. ELIZABETH I'm sorry, Will. Forgive me. He still does not look at her. He closes his fist around medallion, turns away; her hand falls from his arm. She watches him for a moment ... turns away and leaves.

97 INT. BLACK PEARL - CAPTAIN'S CABIN - DAY

Jack prowls the cabin, notes the sorry state of the fixtures. Barbossa stands next to his desk. JACK I'm disappointed, Barbossa. I expected you to take better care of my ship. BARBOSSA It's not your ship. JACK The very issue we need to rectify. BARBOSSA That's the terms you're negotiating for? You get the Pearl? JACK That's my terms -- and no negotiating. BARBOSSA You expect to leave me standing on some beach with nothing more than a name and your word it's the one we need, and watch you sail away on my ship? Jack takes an apple from the bowl. JACK Oh, no. I expect to leave you standing on some beach watching me sail away on my ship -- and then I'll shout the name back to you. BARBOSSA Which still leaves us the problem of me standing on the beach with naught but a name and your word it's the one we need. JACK Well, of the two of us here, I'm the only one who hasn't committed mutiny ... so my word's the one we'll be trusting. He sits down, puts his feet on the desk. JACK (CONT'D) Though I suppose I should be thanking you ... if you hadn't betrayed me and left me to die, I'd've had an equal share in the curse, same as you. Funny old world. Jack takes a big bite of the apple. Barbossa glares. Jack remembers his manners, offers a bite to Barbossa: 'Want some? No?' He shrugs, takes another bite -BO'SUN (from the doorway) Captain -- we're coming up on the Interceptor.

98 EXT. BLACK PEARL - DECK - DAY

Barbossa stares at the horizon, intent on his prey. Jack appears beside him; he doesn't like the look of things. JACK I'm having a thought here, Barbossa. We run up a flag of truce, I go over to the Interceptor and negotiate them returning your medallion. What say you to that? Barbossa's just been waiting for him to stop talking. BARBOSSA Bo'sun! Lock him in the brig. (to Jack) Now, see, Jack. That's exactly the attitude that lost you the Pearl. Bodies are easier to search when they're dead. 99 EXT. INTERCEPTOR - MAIN DECK - DAY

Elizabeth emerges on deck. Crewmen work fast and focused.

GIBBS Hands aloft to loose ta'gallants! With this wind dead astern, she'll carry every sail we've got! Elizabeth hurries toward astern. AnaMaria is at the wheel. ELIZABETH What's happening? And then she sees -- the Black Pearl, on the horizon. ANAMARIA The Black Pearl. It's gaining. ELIZABETH But this is the fastest ship in the Caribbean! ANAMARIA You can tell them that, after they've caught us. Elizabeth thinks; Gibbs joins them. ELIZABETH We've got a shallower draft, right? We handle quicker on the turn? ANAMARIA (surprised) Aye. ELIZABETH Then can't we lose them among the shoals? Ahead on the horizon: the indistinct shapes of islands. GIBBS We don't have to outrun 'em for long, just long enough ... ANAMARIA Lighten the ship! Stem to stern! GIBBS Anything we can afford to lose, see it's lost! 100 INT. BLACK PEARL - BRIG - DAY

The door slams shut, is bolted. Jack looks around the cell. He notices a crack in the bulkhead. Peaks out through it. But he can see only empty sea --

101 EXT. CARIBBEAN SEA - DAY

Jetsam from the Interceptor splashes down into the water: barrels, heavy fittings, crates, cannon balls. 102 EXT. BLACK PEARL - DECK - DAY

PUSH IN on Barbossa -- a predator bent on its prey. His voice carries the length of the ship: BARBOSSA Raise the flag, and run out the guns! Haul on the mainsails and let go! Let go! Behind him, the Jolly Roger is hoisted on the ensign staff -102A EXT. INTERCEPTOR - FORWARD DECK - DAY

Will emerges from the forward compartment, drawn by the commotion. He sees the crew dumping stuff overboard, the Black Pearl in pursuit. He climbs out on the rigging for a better vantage point -Will sees something that makes his face go ashen -102B EXT. INTERCEPTOR - DECK - DAY

Marty and another crewman dump a cannon barrel overboard; they move to the next one, pull the pins, tip it -Will's foot comes down on the cannon, keeping it in place. WILL We're going to need that. He points astern -103 EXT. INTERCEPTOR - STERN DECK - DAY

Cotton, parrot on his shoulder, drops a heavy cannonball overboard, looks up -- his expression reads: "Uh-oh" -104 EXT. - BLACK PEARL - DAY

Hatches slide back on the hull, and galley OARS extend out each side. In unison they catch the water; the ship shoots forward -105 EXT. INTERCEPTOR - STERN DECK - DAY

Cotton hasn't moved. COTTON'S PARROT Ohship!

106 EXT. CARIBBEAN SEA - DAY

The Interceptor cuts through the chop. The Black Pearl enters the frame, gaining once again -107 EXT. INTERCEPTOR – DECK - DAY

Elizabeth looks stricken as she stares at the pursuing ship. ANAMARIA It was a good plan, up 'til now. Will makes his way to the wheel. WILL We'll have to make a stand! We have to fight! (no one moves) Load the guns! ANAMARIA With what? A beat as they all realize the cannonballs were among the first things over the side. Then: WILL With anything! ... we have left. GIBBS (moving, hollering to the crew) Load the guns! Case shot and langrage! Nails and crushed glass! WILL Pieces of the deck, if we must! GIBBS Let's wait on that one, eh?

108 EXT. BLACK PEARL - DAY

CLOSE ON: Jack's eye, peering through the crack in the hull. PAN OVER to see the ship's oars, rowing in unison -108A EXT. BLACK PEARL -DECK - DAY

Barbossa seems to inhale, smelling the victory at hand -109 INT. INTERCEPTOR - GUN DECK - DAY

Gibbs supervises the gunnery crew as they load anything and everything into the cannons: silverware, jugs, Gibbs' flask -Gibbs grabs that, gives it a shake: there's a bit left. He takes a swig, pockets it on his way up to -110 EXT. INTERCEPTOR - WHEEL DECK - DAY

Gibbs joins Will and AnaMaria, who eyes the Black Pearl. ANAMARIA Can we give them a broadsides? GIBBS We could but won't have the chance. The Pearl's going to luff up on port quarter! She'll rake us, without ever presenting a target! Elizabeth sees the problem. She looks up toward the bow of the Interceptor. Gets an idea. ELIZABETH Drop the anchor! On the right side! Starboard side! The three look at her in dismay. She nods her head vigorously "It's a good idea." She looks to Will for support: WILL ('what the hell') It certainly has the element of surprise. ANAMARIA You're daft, lady! You both are! GIBBS Daft like Jack! DROP THE STARBOARD ANCHOR! Crewmen give him the same look Elizabeth got.

GIBBS (CONT'D) Do it, you gobs! Or it's you we'll be loading into the cannons! 111 EXT. INTERCEPTOR - DAY

The anchor splashes into the water, cable uncoiling --

112 EXT. BLACK PEARL - DECK - DAY

Barbossa squints; cocks his head ... What the hell? 113 EXT. CARIBBEAN SEA - UNDERWATER - DAY

The anchor hits bottom, drags, catches on a reef -- the cable goes taut --

114 INT. INTERCEPTOR - CABIN - DAY The Medallion, on a table top, slides forward and off -115 EXT. INTERCEPTOR - DAY

Elizabeth turns back to AnaMaria at the wheel -ELIZABETH Let go! AnaMaria releases the wheel just as it starts to SPIN with a vengeance -116 EXT. CARIBBEAN SEA - DAY

The Interceptor, bow low in the water, comes around very quickly, forward anchor acting as a pivot -- her cannons coming round, brought to bear on the Black Pearl -117 INT. INTERCEPTOR - ANCHOR HOUSING - DAY

The anchor cable spool creaks and cracks under the strain -118 EXT. BLACK PEARL - DECK - DAY

Barbossa realizes what's happening -BARBOSSA They're club hauling! Hard a port! Ship the starboard oars! 119 INT. BLACK PEARL - BRIG - DAY

POV JACK -- he looks through the peephole as the bow of the Interceptor appears as it comes round, then the first cannon port, where Cotton and Nameless stand ready with a lit punk --

120 EXT. BLACK PEARL - DAY

The cannon doors swing up --

121 INT. BLACK PEARL - GUN DECK - DAY

Pintel and Ragetti stand ready to fire, and they see: Cotton and Nameless and the mouth of their cannon a dozen feet away. 122 EXT. INTERCEPTOR - DECK - DAY

GIBBS/ELIZABETH/ANAMARIA Fire all! A quick look between the three -123 EXT. BLACK PEARL - DECK - DAY

Barbossa raises his scabbard -BARBOSSA Fire!

124 EXT. CARIBBEAN SEA - DAY All hell breaks loose as the two ships fire all guns at once. The Interceptor takes far more damage than the Black Pearl -125 OMITTED 126 INT. BLACK PEARL - BRIG - DAY

A shot crashes through the brig, blasting the door off its hinges; Jack spins away, taking cover – 127 INT. BLACK PEARL - GUN DECK - DAY

Pintel looks over to see a SPOON imbedded in a post beside his head. He frowns, looks to Ragetti -Ragetti turns toward him, revealing: A FORK sticks from his wooden eye. He yanks the fork out, and the eye comes out as well. The two pirates stare at each other, fuming -PULL BACK through the blast hole to reveal: SILVERWARE embedded in the hull all around the blast hole. 128 INT. BLACK PEARL - BRIG

Another BLAST rocks the ship --

JACK Stop putting holes in my ship!

Jack sloshes through waist-deep water. Floating on top is Gibbs' FLASK.

JACK (CONT'D) That's it, I'm putting an end to this. Jack takes a swig from the flask, pushes through the door -129 INT. BLACK PEARL - GUN DECK - DAY

CLOSE ON: A CHAIN. It links together two cannonballs, which Pintel and Ragetti lug toward the cannon. They exchange matching revenge smirks as they load the chain shot -130 EXT. BLACK PEARL - DECK - DAY

BARBOSSA Strike your colors, you blooming cockroaches! (to his crew) Hands! Grapnels at the ready! Prepare to board! 131 EST. INTERCEPTOR - DECK - DAY Elizabeth, Will, AnaMaria, Gibbs and the rest of the crew use the gunwales as cover from the pirates' small arms fire -GIBBS We could use a few more ideas, lass! ELIZABETH Your turn! GIBBS We need us a devil's dowry! ANAMARIA We've got one (grabs Elizabeth by the hair) We'll give 'im her! WILL She's not what they're after! GIBBS Then what is? Will cuts his eyes to Elizabeth -- they both believe the pirates are after him. Elizabeth clutches for the medallion around her throat -- but it's not there. Simultaneously: WILL/ELIZABETH The medallion!

Will sprints for the forward hatch, drops inside.

131A INT. INTERCEPTOR - CABIN - DAY

-- into a foot and a half of water, and still rising. Not good. He starts searching for the medallion --

132 EXT. SEA/INTERCEPTOR/BLACK PEARL

Pintel sparks the cannon -- it FIRES. The chain shot flies across, SMASHES the main mast of the Interceptor -132A INT. INTERCEPTOR - CABIN - DAY

The impact causes the hatch to fall shut, a large beam cutting Will off from the exit. 132B EXT. INTERCEPTOR/BLACK PEARL - DAY The Interceptor's mast LEANS and FALLS -The mast CRASHES down on the deck of the Black Pearl -- right next to Barbossa, who doesn't flinch. BARBOSSA Pistols and cutlasses, men! Koehler, Twigg -- it's the powder magazine for you! The rest of you -- find me that medallion! The Monkey scampers across on the fallen mast, now a bridge between the two ships. Pirates swarm across, jumping from deck to deck and swinging from the rigging. One pirate misses his landing on the Interceptor, swings back toward the Black Pearl. Jack, on a boom, catches the rope --the pirate continues his swing, now ropeless -JACK Thank ye!

-- and Jack swings out, the two crews locked in battle on the decks of both ships pass below him -Gibbs faces a pirate on either side of him -- Jack takes one of them as he swings through -- and then swings back, backwards, taking out the other. He drops to the deck. GIBBS Jack! You're alive! Already on the move, Jack tosses the flask over his shoulder to Gibbs, who catches it, surprised. Behind him, Koehler and Twigg descend to the Interceptor's magazine -133 INT. INTERCEPTOR - CABIN - DAY

Will struggles to get out -- the water is rising fast -A SCREECH -- Will looks up --- the MONKEY is at a hole in the bulkhead holding the MEDALLION -- it leaps and is gone -134 INT. INTERCEPTOR - BELOW DECK - DAY

Koehler and Twigg pour a fuse from a keg of gunpowder, away from a pile of explosives -135 EXT. INTERCEPTOR - MAIN DECK - DAY

Jack grabs Elizabeth by the shoulders -JACK Where's the medallion? ELIZABETH I gave it to Will! JACK/ELIZABETH Where's Will? The Monkey races past with the Medallion. Jack sees it, gives chase. Elizabeth darts off in the other direction, for the hatch -- but is grabbed by two pirates, lifted off her feet. ANGLE - FORWARD HATCH -- Will's fingers grip the grating, then slip off -136 INT. INTERCEPTOR - CABIN - DAY

Water fills the cabin nearly to the roof. Will takes a breath and submerges -137 EXT. INTERCEPTOR - DECK - DAY

Pirates throw Cotton to the deck. AnaMaria loses her sword. Behind them, Jack dashes after the Monkey. Gibbs signals their surrender --

The Monkey dashes across the broken mast, still clutching the medallion. Jack scrambles across after it -- the Monkey pauses at the far end -- Jack reaches for the medallion -But another hand grabs it first. Jack looks up -- to see Barbossa eyeing the Medallion. BARBOSSA Why thank you, Jack! JACK You're welcome. BARBOSSA Not you. We named the monkey 'Jack.' The Monkey chitters, gloating. Barbossa grins, raises the Medallion, yells to all: BARBOSSA (CONT'D) THE PRIZE IS OURS! 138 EXT. BLACK PEARL - DECK - LATER

Jack's crew are tied to the mast by Ragetti. Pintel eyes them, pistol drawn. PINTEL Any of you so much as thinks the word 'Parlay' I'll have your guts for garters. Behind him, in the distance, the Interceptor suddenly EXPLODES. Elizabeth twists free -ELIZABETH Will! The wreckage lands. Elizabeth rushes Barbossa -- he grabs her wrists. BARBOSSA Welcome back, Miss. You took advantage of our hospitality last time. It holds fair now you return the favor. He shoves her to some pirates; they hoot their approval -WILL (O.S.) Barbossa! He's standing on the rail, soaking wet. He holds a pistol, taken from a pirate who lays crumpled on the deck.

WILL (CONT'D) She goes free! Elizabeth is overcome to see him. Jack, less so. BARBOSSA What's in your head, boy? WILL She. Goes. Free. JACK (under his breath) Don't do anything stupid. BARBOSSA You've got one shot -- and we can't die. WILL You can't. I can. Will puts the muzzle under his chin. JACK (he should've seen it coming) Like that. Barbossa is perplexed. The pirates and crew are, too. BARBOSSA Who are you, boy? JACK He's no one. A distant cousin of my aunt's nephew. He's a might touched. Elizabeth glances narrowly at Jack, realizing he has his own agenda.

WILL My name is Will Turner. My father was Bootstrap Bill Turner. His blood runs in my veins. Barbossa and the pirates react with surprise. Jack shakes his head; he just can't catch a break here. RAGETTI It's the spittin' image of old Bootstrap, come back to haunt us!

WILL (cocks the pistol) And on my word, do as I say or I will pull this trigger, and be lost to Davy Jones' Locker! BARBOSSA Name your terms, Mr. Turner. WILL Elizabeth goes free! BARBOSSA Yes, we know that one. Anything else? Will hadn't thought that far ahead. Jack tries to signal him surreptitiously: don't forget about me. WILL The crew. They're not to be harmed. BARBOSSA And ..? Jack gestures a bit more frantically. WILL And that's all. Agreed? Jack slumps. Barbossa smiles.

139 EXT. CARIBBEAN SEA - DAY

The Black Pearl lies at anchor, closer to the small island. 140 EXT. BLACK PEAS - MAIN DECK - DAY

A plank comes down. Elizabeth, wrists bound, is lifted onto the end. Jack is next in line. Will shakes loose of the pirates holding him, spits out his gag -WILL Barbossa, you lying bastard! You swore she'd go free! BARBOSSA Don't dare impugn my honor, boy! I agreed she'd go free, but it was you who failed to specify when nor where!

He shoves the gag back in Will's mouth, and turns back to Elizabeth. The storm has passed; Barbossa is once again his gentlemanly self. BABBOSSA Though it is a shame to lose something so fine. Elizabeth feels the slightest hope of reprieve -BARBOSSA So I'll be having that dress back before you go. Elizabeth hesitates ... then strips it off, leaving her in a silk slip. She throws it at him. ELIZABETH Here. It goes well with your black heart! Elizabeth moves stoically out to the end. She pauses, looks back; Will's eyes lock with hers. She is about to say something -BO'SUN Too long! He slams down on the end of the plank; Elizabeth plunges off the other end, into the sea.

The pirates laugh -- and so does Jack. But his laughter is cut off then he's lifted up onto the end of the plank. JACK (to Barbossa) I really hoped we were past all this.

Barbossa steps up onto the plank beside him, throws an arm around his shoulders. BARBOSSA Jack, Jack ... Now, didn't you notice? That's the same island we made you governor of on our last trip. JACK I noticed. BARBOSSA Oh, don't be like that ... by whatever miracle you escaped before, maybe you'll be able to conjure again. But I doubt it. He draws his sword and prods Jack out to the end of the plank. Jack hesitates -- he really doesn't want to do this. JACK Last time you left me a pistol, with one shot. BARBOSSA By the Powers, you're right! Where's Jack's pistol? Bring it forward! Twigg hands Jack's pistol to Barbossa. JACK Seeing as there's two of us, a gentleman would give us two pistols. BARBOSSA It'll be one pistol, as before, and you can be the gentleman, an' shoot the lady, and starve to death yourself! Barbossa tosses the pistol -- high over Jack's head. It splashes into the sea. Jack goes wide-eyed, then DIVES in after it --

141. EXT. CARIBBEAN SEA - UNDERWATER - DAY -- The pistol FLOATS DOWN onto some coral. Jack's hands appear, cutting his bonds on the coral. He grabs the pistol, pushes for the surface 141A EXT. ISLET - BEACH - DAY A wave pounds the sand, washes back ... Jack and Elizabeth have made it to the beach. They stand. Jack looks back out to sea: The Black Pearl, under full sail, but listing badly to one side, moves away. JACK That's the second time I've had to watch that man sail away with my ship. Elizabeth gives him a dark look, turns and strides off. 142 OMITTED CLOSE ON: The surf line. Elizabeth's feet walking, leaving prints ... and meet up her own footprints going away. JACK (O.S.) Not all that b1g, is it? Jack reclines on the beach. The pistol in parts, drying on his bandana. He starts to reassemble it. ELIZABETH If You intend to shoot me, please do so without delay.

JACK Is there a problem between us, Miss Swann? ELIZABETH You were going to tell Barbossa about Will! In exchange for a ship! JACK We could use a ship. Fact is, I was going to not tell Barbossa about Will in exchange for a ship, because as long as he didn't know about bloody Will, I had something to bargain with -- which now no one has, thanks to bloody stupid Will. ELIZABETH Oh. JACK Oh.

Pistol reassembled, Jack heads inland. Elizabeth follows. ELIZABETH Still ... Will risked his life to save ours -JACK Ha! ELIZABETH (CONT'D) So we have to rescue him! JACK Off you go, then. Let me know how that turns out. ELIZABETH But you were marooned on this same island previously -- weren't you? We can get off the same way you did then! JACK (whirls to face her) To what point and purpose, girl? The Black Pearl is gone. And unless you have a rudder and a lot of sails hidden in that bodice -(a glance) -- unlikely -- your young man will be dead long before you reach him.

He turns and continues on his way. She stares after him, anger building. He starts scuffing at the sand with his feet, searching for something. Elizabeth finally explodes: ELIZABETH Blast it! (growing more accusatory) You're Captain Jack Sparrow! You vanished from under the noses of seven agents of the East India Company! You sacked Nassau port without firing a shot! Are you the pirate I've read about or not? (grabs his shoulder, spins him back to face her) How did you escape last time? JACK Last time, I was here a grand total of three days. All right? Last time, the rumrunners who used this island as a cache came by, and I bartered passage off. He jumps into the pit and disappears into the tunnel. It's filled with barrels and bottles of rum, all long abandoned. JACK But from the looks here, they've long been out of business. He grabs as many bottles as he can carry and emerges. JACK (CONT'D) We probably have your bloody friend Norrington to credit for that. He pulls the cork out of a bottle with his teeth, swigs, climbs out of the pit and heads past Elizabeth for the beach. ELIZABETH So that's it, then? That's the secret grand adventure of the infamous Jack Sparrow? You spent three days lying on the beach drinking rum? JACK (turns to her, arms wide) Welcome to the Caribbean, love. He heads on. She gets in front of him, walking backwards. ELIZABETH Is there any truth at all to the other stories? JACK Truth is like brandy ... Something to be shared with friends, and then only on special occasions. ELIZABETH You are far less intoxicating than you believe. JACK Oh, come, now. 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. Even he doesn't believe that; maybe another drink will help. ELIZABETH But what about Will? We have to do something!

JACK You're right. (tosses her a bottle, toasts) Here's luck to you, Will Turner! He drinks. Elizabeth frowns at the bottle. An idea occurs. She sits down, glances at Jack, then sings softly: ELIZABETH Drink up me hearties, yo ho ... JACK (CONT'D) What? What was that, Elizabeth? ELIZABETH Miss Swan. It's nothing. A song I learned about pirates. When I was a child. When I thought it would be exciting to meet a pirate. JACK I know a lot of songs about pirates, but none I'd teach a child. Let's hear it. ELIZABETH I've outgrown such romantic fictions. JACK Come on. We've got the time. ELIZABETH No. I would need a lot more to drink. JACK More to drink! He looks at her and takes a swig. 144 EXT. ISLET – BEACH – LATER – 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 We're rascals and scoundrels and villains and naves. Drink up me hearties yo ho, we're devils and black sheep, we're really bad eggs. Drink up me hearties, yo ho. Yo ho, yo ho, a pirate's life for me! JACK Really bad eggs, I LOVE this song. They hoist their bottles, but only Jack drinks. He drains the bottle, then tosses it away. JACK (CONT'D) We're beggars and blighters, ne'er do well cads, Drink up me hearties, yo ho! (a touch of Irish ballad) Aye but we're loved by our mums and our dads. Drink up me hearties, yo ho!

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 takes her bottle and salutes back -- and keeps the bottle. He sits. JACK Not just the Spanish Main. The Wherever we want to go, we go. Not just a keel and a hull and ship needs ... but what a ship is ... is freedom.

whole ocean ... the whole world. That's what a ship is, you know. a deck and sails. That's what a is -- what the Black Pearl really

Elizabeth lays her head on his shoulder. ELIZABETH Jack, it must be terrible for you to be trapped here. JACK Ah, well ... the company is better than last time. And the scenery has definitely improved. ELIZABETH Mr. Sparrow. I'm not sure I've had enough rum to allow that kind of talk. JACK Have some more. 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 bottles. Elizabeth feigns a drink as he chugs -145 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 inland is ON FIRE: smoke rises high up into the clear blue sky. Jack leaps to his feet. He sees Elizabeth pour out the last of the rum. Dowsing a scrub brush near a palm tree. It goes up in FLAMES. She rolls the barrel in – it BURNS 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. A rum barrel in the fire EXPLODES. JACK Why? Why is the rum gone? ELIZABETH One, because it is a vile drink that turns even the most respectable men into scoundrels. Two –She points to the sky. ELIZABETH (CONT'D) That signal does up a thousand feet, which means it can be seen for two hundred leagues in every direction. The entire Royal Navy is out looking for me -- do you think there is even a chance they could miss it? JACK You -- you burned up the entire island, for a one-time chance at being saved? ELIZABETH Exactly. Just wait, Captain Sparrow. In an hour, maybe two, keep a 'weather eye open' and there'll be white sails on that horizon! She sits down and stares out to sea. Jack throws up his hands, stalks up the sand dune, just to get away from her.

146 EXT. ISLET – LEEWARD SHORE – DAY At the crest of the dune, Jack stops, stares, incredulous –Past Jack, white sails glorious against turquoise waters, is the Dauntless. A longboat is headed toward them. JACK There'll be no living with her after this. 147 EXT. H.M.S. DAUNTLESS – MAIN DECK – DAY Swann addresses a very determined Elizabeth. Norrington and Jack look on. Gillette, Murtogg, Mullroy, others in b.g. SWANN No. I won't have it. Elizabeth, if anything had happened to you ... You're safe now, and we will return to Port Royal immediately -– not go gallivanting after pirates. ELIZABETH Then we condemn Will to death! SWANN The boy's fate is regrettable ... But so was his decision to engage in piracy. ELIZABETH To rescue me! To prevent anything from happening to me! Norrington reacts, re-considering Will's motive. Jack notices, sees an opening, plays devil on Norrington's shoulder. JACK The Pearl was listing near to scuppers after the battle. Unlikely she'll make good time. Think about it, Norrington ... Barbossa, The Black Pearl ... the last real pirate threat in the Caribbean. How can you pass that up? NORRINGTON By remembering I serve others, Mister Sparrow, not only myself. ELIZABETH Commodore, I beg you -- please do this ... for me. As a wedding gift.

That takes everyone by surprise, even Jack. Norrington keeps his eyes on Elizabeth, weighing her words. SWANN My dear ... are you accepting the Commodore's proposal? ELIZABETH I am. JACK A wedding! I love weddings! Drinks all around! (off Norrington's look) Clap him in irons, right? NORRINGTON Mister Sparrow. You will accompany these men to the helm, provide us with a bearing, and then spend the remainder of the voyage contemplating all possible meaning of the phrase 'silent as the grave.' Am I clear? Jack gets it: Norrington is deadly serious. JACK Inescapably. Gillette and several others escort Jack away. Norrington crosses toward Elizabeth -SWANN Commodore, I must question the wisdom of this. NORRINGTON With all due respect, Governor ... (checks himself; continues) Mr. Turner is a subject of the British crown, and therefore under our protection. Swann doesn't like it, but he knows it's right. SWANN Rightly so. (an entreaty) Keep her safe. Norrington nods. Swann moves away.

NORRINGTON Elizabeth -- Miss Swann. I find myself ... worried that your answer is perhaps ... less than sincere. ELIZABETH I would not give my word lightly. NORRINGTON I know. But is it wrong for me to wish it given unconditionally? ELIZABETH It is not a condition. It is a request. Your answer would not change mine. You are a fine man ... James. For a brief moment, Norrington breaks into a wide, boyish smile. His military bearing reasserts itself, but only just. NORRINGTON Well. Very well. Excellent. ELIZABETH Now, I wonder if I could trouble you for something to wear. (off Norrington's quizzical look) Or I suppose it could be heaving bosoms and bare ankles the rest of the voyage. 148 INT. THE BLACK PEARL - BRIG - NIGHT

Pintel and Ragetti mop tar onto the interior of the hull. A few inches of water still stand in the brig. Jack's crew are crowded into Jack's cell (now repaired) -- including Cotton and his parrot. COTTON'S PARROT Shiver me timbers! Gibbs helpfully translates: GIBBS Cotton here says you missed a spot. Don't want to be letting the damp in, do you? Pintel slaps his mop against the cell. Gibbs takes the hint. Will is alone in the other cell, watching the pirates. WILL (suddenly, to Pintel) You knew William Turner? Any excuse not to work. Pintel leans on his mop. PINTEL Ol' Bootstrap Bill. We knew him. Ragetti keeps working. RAGETTI Stupid blighter. Will frowns at Ragetti; Pintel explains: PINTEL

It never sat well with Bootstrap, what we did to Jack Sparrow. The mutiny and all. He said it wasn't right with the Code, and Bootstrap was always a man of the Code. That's why he sent off a piece of the treasure -- to you, as it were. He said we deserved to be cursed, and remain cursed. Will never suspected this. He furrows his, brow, only half-listening now, as he considers his father in a new light. RAGETTI Stupid blighter.

GIBBS Good man. Pintel lifts the mop in threat; Gibbs backs away. PINTEL Well, as you can imagine, that didn't sit too well with the captain. RAGETTI Not too well at all! Tell 'im what Barbossa did! PINTEL I'm telling him! So what the Captain did, he strapped a cannon to Bootstrap's bootstraps, and last we saw of Bill Turner, he was sinking to the crushing black oblivion of Davy Jones' locker.

The Crew all look a bit sick at the idea of it. PINTEL (CONT'D) 'Course, it was only after that we learned we needed his blood to lift the curse. RAGETTI That's what you call 'ironic.' The pair glance at each other and laugh, gallows humor. Barbossa appears behind Pintel, flanked by several other pirates. He regards Will for a moment, then: BARBOSSA Bring him. 149 EXT. DAUNTLESS - HELM - NIGHT

Passing through the graveyard of ships. Jack stands on the bridge. Elizabeth appears, dressed in sailors clothes, to excellent effect. She moves beside him. Conspiratorially: ELIZABETH You didn't tell him about the curse. JACK I noticed neither did you. For the same reason, I imagine. ELIZABETH He wouldn't have risked it.

JACK You could have gotten him drunk. (off her look; reassuring) We had no choice. Not if we want to save Will.

ELIZABETH You're a smart man, Jack ... but I don't entirely trust you. JACK Remarkable how those two traits coincide. Norrington strides up. Notes Elizabeth's clothing with dismay. NORRINGTON Trousers? JACK Scandalous isn't it? NORRINGTON Sparrow. You're with me. Norrington gives Elizabeth a brief backwards glance and he's gone.

150 EXT. ISLA DE MUERTA - LAGOON - NIGHT THROUGH A SPYGLASS: The Black Pearl. Apparently abandoned.

Norrinton lowers the spyglass. He and Jack share a boat.

NORRINGTON I don't care for the situation. Any attempt to storm the island could turn to an ambush.

JACK Not if you do the ambushing. I'll go in, and convince Barbossa to send his men out -- leaving you to do nothing but stand on the deck of Dauntless and holler "Fire cannons!" What do you have to lose? NORRINGTON (looks at him) Nothing I'd lament being rid of. JACK I'll be honest with you, though ... there's still a risk for those aboard the Dauntless. He watches Norrington as he considers that -151 INT. DAUNTLESS - CABIN - NIGHT Elizabeth struggles as she is hustled inside by Gillette and two marines. GILLETTE

Sorry, but it's for your own safety! ELIZABETH I don't care what the Commodore ordered! I have to tell him -- the pirates -- they're cursed! They can't be killed! GILLETTE Don't worry miss, he is fully informed of that. A mermaid flopped up on deck and told him the whole story. Snickering with the marines, he shuts the door. Elizabeth turns away, angry. ELIZABETH This was Sparrow's doing. 152 EXT. ISLA DE MUERTA - NIGHT

Jack smiles as he rows a small boat away from the Dauntless. 153 EXT. DAUNTLESS – MAIN DECK - NIGHT

Norrington watches from the rail, weighing the situation ... NORRINGTON Mr. Gillette, prepare the long boats. 154 INT. CAVERN - BEACH - NIGHT Lit by torches and shafts of moonlight. PIRATES move through the caves -- climbing over rocks and through water, toward the center. An air of grim anticipation. Will, hands bound behind his back, is shoved along. PINTEL No reason to fret. It's just a prick of the finger and a few drops of blood. TWIGG (moving past) No mistakes this time. He's only half Turner. We spill it all. Pintel finds a good amount of delight in this. PINTEL I guess there is a reason to fret. 154A EXT. DAUNTLESS - MAIN DECK - NIGHT Swann approaches the door, nods to the guard. The guard departs. Swann knocks lightly on the door. SWANN Elizabeth? He waits for an answer. None comes. He sighs, soldiers on. SWANN (CONT'D) Dear. I just want you to know .. I believe you made a very good decision today ... And I couldn't be more proud.

155 INT. DAUNTLESS - CAPTAIN'S CABIN - NIGHT Elizabeth stands before the open stern window knotting together several sheets. She winces a bit at her father's words, but that does not stop her from tossing the sheet-line out the window -155A EXT. DAUNTLESS - STERN - NIGHT One end of the makeshift rope plummets down to the sea, trailing next to the small rowboat. 155B INT. DAUNTLESS - MAIN DECK - NIGHT Swann is still at the door. He misinterprets the silence. SWANN But even a good decision made for the wrong reasons could be a wrong decision. Not that you've made a wrong decision. But you're setting the course for your entire life, and you must please yourself, not others, not even me. Which is not to say that I'm not pleased. (beat) Elizabeth, one has dreams, ambitions. It was long before I met your mother in the summer of my nineteenth year... 155C EXT. ISLA DE MUERTA - LAGOON - NIGHT Elizabeth rows through the water, the Dauntless receding behind her. She looks over her shoulder -Ahead of her is the dark silhouette of the Black Pearl. 156 INT. CAVERNS - MAIN CAVERN - NIGHT In the center of the cavern, Will is pushed close to the stone chest by Koehler and Twigg, then shoved to his knees. Koehler pushes Will's head forward directly over the chest, the medallion hanging below his throat. Barbossa takes the stone knife from atop the chest of gold. He thumbs the blade: sharp enough. JACK (O.S.) Excuse me. Pardon me. Beg pardon. Jack emerges from the crowd of pirates. Barbossa stares.

BARBOSSA Not possible. JACK (correcting him) Not probable. WILL Jack!

He raises his head, but it is immediately shoved back down:

WILL (CONT'D) Where's Elizabeth?!

JACK She's safe, just like I promised. She's set to marry Norrington and live happily ever after. (brightly) And you get to die for her, just like you promised. So we're both men of our word. Pirates surround Jack; Barbossa points a knife at him -BARBOSSA You're next! He again puts the knife to Will's throat --

JACK You don't want to be doing that.

Barbossa glances back at him. BARBOSSA No, I really think I do.

Jack gestures: "All right, you're funeral." Barbossa presses the blade to Will's throat -- he wants to do it -- goddammit! He whirls back on Jack.

BARBOSSA (CONT'D) Why don't I want to do this?

Jack shrugs away from the pirates. He steps forward --

JACK Because the H.M.S. Dauntless, pride of the Royal Navy, is floating right off shore, waiting for you.

Barbossa hesitates. KOEHLER I don't trust him. He's up to something! BARBOSSA Of course he is. (locks eyes with Jack) He wants the Pearl. Jack smiles. JACK I want the Pearl. 156A OMITTED 156B OMITTED 156C OMITTED 156D OMITTED

156E OMITTED

156F OMITTED 156G OMITTED

156H OMITTED

156I OMITTED 157 EXT. ISLA DE MUERTA - CAVE ENTRANCE - NIGHT

Seven long boats full of marines are positioned on either side of the cave mouth. Murtogg and Mullroy are in Norrington's boat, directly behind him. MURTOGG (a whisper) What are we doing here? MULLROY (whispers back) The pirates come out, unprepared and unawares -- we catch 'em in a crossfire and send 'em to Ol' Hob. MURTOGG I know that's why we're here ... I meant, why aren't we doing what it was what Mr. Sparrow said we should do? With the cannons and all? NORRINGTON Because it was Mr. Sparrow who said it. A beat. MULLROY You think he wasn't telling the truth? MURTOG He doesn't tell the truth even when he's telling the truth. 158 INT. CAVERNS - MAIN CAVE - NIGHT Barbossa listens as Jack argues his case:

JACK Norrington believes he's facing normal pirates – cruel, demented and vicious pirates to be certain, but cruel, demented, vicious pirates who can't be killed? (shakes his head: no way)

Ragetti, offended, mouths the word Demented? to Pintel. Pintel thinks it suits him.

BARBOSSA That's a lot of brass your hauling, Jack. It's liable to drag you under. JACK So you order your men to row out to the Dauntless, they do what they do best, and there you are! With two ships. The makings of your very own fleet. Of course, you'll take the grandest as your flagship, and who's to argue? But what of the Pearl? Jack smiles and spreads his hands: me. As he talks, he strolls toward Will and the chest. JACK (CONT'D) Name me Captain, I sail under your colors, I give you ten percent of my plunder, and you get to introduce yourself at tea parties and brothels as 'Commodore Barbossa.' BARBOSSA (re: Will) And in exchange, I suppose you want me not to kill the whelp? Jack scoops up a handful of coins, examines them nonchalantly. JACK Not at all. Just not yet. Wait to lift the curse until the opportune moment. Will looks up at him, scowling: he recognizes the familiar phrase. Jack gives him a shrug, then continues:

JACK (CONT'D) For instance: after you've killed Norrington's men ... (drops the coins into the chest, punctuating his words) Every ... Last ... One. Barbossa gives the proposal some thought. WILL You've been planning this from the beginning. Since you learned my name. JACK Please. Do I really seem that clever? BARBOSSA I want fifty per cent of your plunder. JACK Fifteen. BARBOSSA Forty. JACK Twenty-five, and I'll buy you the hat. BARBOSSA (smiles) We have an accord. He and Jack approach ... and shake hands. Jack turns toward the pirates, says in grand fashion: JACK All hands -- to the boats! Barbossa shoots him a glare. JACK (off Barbossa's look) Apologies, faux pas, mea culpa. You give the orders. He indicates 'Please, go ahead.' Barbossa steps forward as Jack grins, knowing that Barbossa is going to repeat what he said -BARBOSSA All hands -- take a walk!

Jack's grin vanishes.

JACK Not to the boats? Barbossa's turn to grin as the pirates leave the cavern -158A INT. CAVERNS - LANDING - DAY

Pirates toward the boats, and then past them. Pintel and Ragetti are among them -- suddenly, Bo'sun snaps across their chests, stopping them: A PARASOL. Bo'sun smiles. A159 EXT. DAUNTLESS - NIGHT

The moon appears from behind the clouds.

159 EXT. ISLA DE MUERTA - UNDERWATER - NIGHT

Moonlight shines down into the shallow waters. Suddenly all the fish SCATTER. Distant FIGURES appear, wavering in the shifting current. They move into the shadow of the Dauntless' keel. It's the PIRATES, walking across the ocean floor.

The first figure, Twigg, steps from the shadow into water-filter moonlight, transforming to SKELETAL -159A INT. DAUNTLESS - MAIN DECK - NIGHT

Swann, still at the door, has taken his wig off. SWANN ... And that's why I will never willingly go back to Paris. (a sigh) But I digress. (no response) Elizabeth -- are you there? Are you even listening to me? He frowns. Puts his wig back on. Pushes the door open -Inside the captain's cabin Swann enters; a quick scan of the empty cabin. He registers the open window and the knotted sheets. Rushes to the window. Glances out, glances up, looks out at the black sea -SWANN What have you done? 159B EXT. BLACK PEARL - NIGHT

Elizabeth jumps from the tiny rowboat to Black Pearl. Climbs up, toward the gun port. She can hear voices -159C INT. BLACK PEARL - GUN DECK - NIGHT

Two Pirates, MALLOT and GRAPPLE, set out a feast: wine and rum, jerky, cakes, apples, biscuits. MALLOT What would you pick to eat first? We should decide now, so we're ready, when the time comes. GRAPPLE I was thinking ... Cake.

MALLOT (with menace) I was thinking cake too. They stare at each other. Lightning quick, Grapple slams a knife into the table between them, his hand going skeletal in the moonlight. A tense moment. Then Grapple leans the handle of the knife toward Mallot. GRAPPLE You cut, I choose. Mallot gives a single sharp nod. Elizabeth climbs past as Mallot reaches for the knife -159D EXT. BLACK PEARL - DECK - NIGHT

Elizabeth climbs over the gunwale. Sneaks along the deck. Suddenly -- THE SKELETAL MONKEY DROPS DOWN, screeching! Elizabeth starts slightly, but is mostly annoyed -159E INT. BLACK PEARL - GUN DECK - NIGHT

Mallot & Grapple are still focused on their mock feast; the Monkey SCREECHES as it drops past the gun port; a SPLASH follows. 159F EXT. BLACK PEARL - DECK - NIGHT

Elizabeth looks over gunwale -- two pirate heads stick out, looking down at the splash. They turn to look up, but she is gone from view. The pirates draw back inside to give chase --159G INT. BLACK PEARL - GANGWAY - NIGHT

Elizabeth races down stairs, hides: Pirates race past, headed up to the deck. 159H INT. BLACK PEARL - BRIG - NIGHT (THIS IS THE OLD 156G)

Jack's crew, waiting in the dark. Gibbs tilts his head.

GIBBS Shh! Do you hear something?

159J INT. ISLA DE MUERTA - CAVES - MAIN CAVERN - NIGHT

Jack examines the pirate treasure; Barbossa fixes him with an appraising look.

BARBOSSA I admit, Jack: I thought I had you figured. But turns out, you're a hard man to predict. JACK (shakes his head: "nah.") I'm dishonest. A dishonest man can always be trusted to be dishonest. It's the honest ones you can't predict. You can only lay out a course, and hope for the best. With his toe, Jack flips a beautiful sword up off the floor -- to Will. Despite his surprise, Will catches it (behind his back, his hands still bound). JACK (CONT'D) Use it well. BARBOSSA Dammit, Jack -- I was almost liking you! Jack and Barbossa square off; Jacoby slashes at Will, who turns and parries so that his hands are freed by the cut. The other two pirates attack him; he fights back -160 EXT. DAUNTLESS - NIGHT

Twigg breaks the surface near the Dauntless, climbs the anchor. More skeleton-pirates follow -Twigg peeks over the rail onto the deck of the Dauntless.

A few lone sentries patrol. He gestures down to his comrades to follow him. Twigg and all the other pirates begin climbing onto the deck of the Dauntless. Koehler sneaks up behind the first Sentry and slits his throat. Bo'sun strangles another sentry, he falls to the deck. The pirates advance towards the stern of the ship. 161 OMITTED

162 EXT. ISLA DE MUERTA - CAVE ENTRANCE - NIGHT

Gentle SPLASHING echoes from the cave mouth. The marines in the longboats on either side raise their rifles -A BOAT EMERGES -Norrington's men stare --

In the boat are two WOMEN -- Pintel and Ragetti in drag. A SHAWL shades Pintel from the moon; Ragetti holds the PARASOL he found in the treasure. Well, that's weird. Norrington signals his men -NORRINGTON Hold Fire. Hold position ... 163 EXT. ISLA DE MUERTA - CAVE ENTRANCE - PINTEL & RAGETTI

Pintel and Ragetti row past, toward the Dauntless. Ragetti plays with the parasol. RAGETTI This is just like what the Greeks did at Troy. 'Cept they wore a horse n'stead of dresses. A wood horse. Pintel glowers at him to shut up, glances over his shoulder toward the Dauntless -163A EXT. LAGOON - NEAR DAUNTLESS - NIGHT

Pintel and Ragetti near the Dauntless, parasols protecting them from the moonlight. They've been spotted; they hear the sounds of catcalls from the Royal Navy sailors. Ragetti waves and 'yoo-hoos' up to the ship: Pintel is livid. PINTEL Stop that! I already feel like a fool. RAGETTI Look nice, though. Pintel takes offense at that --

164 EXT. DAUNTLESS – DECK - NIGHT

Gillette looks through a telescope; he and the crew of the Dauntless are transfixed and puzzled at the bizarre sight. 165 THROUGH THE TELESCOPE

Pintel SLUGS Ragetti -166 IN THE BOAT

Ragetti drops his parasol; Pintel's shawl falls, and the two are revealed as SKELETONS -167 ON THE DAUNTLESS

Gillette gasps at the sight -168 IN THE BOAT Pintel realizes they're exposed; he pulls a pistol, FIRES -169 EXT. DAUNTLESS - DECK - NIGHT

Gillette's hat is knocked off by the shot, he looks back too late -SKELETON PIRATES ATTACK! They drop down from the rigging like spiders. Swords clash, pistols are drawn -169A INT. DAUNTLESS - CAPTAIN'S CABIN - NIGHT

Swann, despondent, opens the door -A body plummets to the deck in front of him. Marines and sailors vs. Skeletal pirates -- melee! Swann shuts the door gently, trying to go unnoticed. 170 EXT. ISLA DE MUERTA - CAVE ENTRANCE - NIGHT

The smalls arms fire has alerted Norrington.

NORRINGTON Men -- make for the ship! Quickly, his men are rowing for the Dauntless --

171 INT. ISLA DE MUERTA - CAVES - MAIN CAVERN - NIGHT

Will holds off three pirates-Jack and Barbossa duel furiously; Jack drives Barbossa back -- and Barbossa begins to LAUGH. He drops his guard, lets his sword drop from his hand. Jack takes the opportunity to slash at Barbossa -Barbossa catches Jack's blade with both hands. Jack tries to pull it away - but Barbossa hangs on. BARBOSSA You can't beat me, Jack. Barbossa twists the sword from Jack's grip, reverses it --- and drives the sword into Jack's chest. Will stares, shocked. Jack stares down at the sword jutting from his chest. He staggers a few steps backward, into the moonlight -- and JACK BECOMES 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 (CONT'D) That curse seeming to be so useful, I decided to get one all to myself. Barbossa grabs up his sword, and rushes Jack. Both men are in moonlight now, two skeletons in pitched battle -172 OMITTED 172A EXT. BLACK PEARL - MAIN DECK - NIGHT

Pirates sneak along, wary, listening ... searching. The pirates whirl at a sound of that just as -- BOOM! They're hit by a boom, swept off into the water. The boom was shoved by Gibbs, AnaMaria, Cotton, Elizabeth, and the rest of the crew. The Black Pearl is theirs. Elizabeth steps away from the others. ELIZABETH All of you! With me! Will is in that cave, and as long as we've a chance to save him, we must act! And Jack, too!

She grabs the gunwale of the boat --

ELIZABETH (CONT'D) Heave! The boat doesn't budge. The help she was expecting is not forthcoming. ELIZABETH (CONT'D) Please, I need your help! Come on! The crew look at her, not moving. COTTON'S PARROT Any port! In a storm! GIBBS Cotton is right. We've got the Pearl. ANAMARIA Jack owes us a ship. He owes me two. GIBBS There's the code to consider ... ELIZABETH The code? You're pirates! Hang the code! Hang the rules! They're more guidelines, anyway! Gibbs looks away -- he knows that, but ... ELIZABETH (CONT'D) Listen to me. This is right. This is necessary. And it must be done -- by all of us! The crew considers -172B EXT. ROW BOAT - LAGOON - NIGHT Elizabeth is alone in a rowboat, the Black Pearl, behind her under sail and moving away.

ELIZABETH (rowing hard for the island) Bloody pirates ...

173 INT. DAUNTLESS - GUN DECK - NIGHT Pintel and Ragetti climb onto the ship through a gun port as other pirates swarm the deck, taking on the sailors. 173A INT. DAUNTLESS – CAPTAIN'S CABIN – NIGHT Swann peers out the glass window at the mayhem on the deck. Swann drops down below the window -- he peeks up again as a face of a dead marine slams on the glass right next to him. Swann looks up and sees a pirate looking at him. Swann cowers and begins backing away below the window. Pirate hands reach through the windows, grabbing at him. One of the pirate hands grabs Swann's wig and pulls it off his head. Swann refuses to let it go and has a tug-of-war with the pirate over his wig. Swann grabs a bull horn off the table behind him and whacks at the skeleton arm, which falls off on the floor. Swann scrambles away from the arm as it crawls after him. He stands and watches the arm in horror and then grabs a map off the table and begins beating the skeleton arm. He then picks it up and struggles with it, turns and shoves it in a bureau drawer. He backs up against the chest as it rattles, the arm struggles to get out. 173B INT. DAUNTLESS - SUN DECK - NIGHT

Pintel, Ragetti, and other pirates fire a cannon at Norrington and his men. 174 EXT. ISLA DE MUERTA – LAGOON - NIGHT

The cannons BOOM! Near Norrington, one of the longboats is blown out of the water. NORRINGTON Marines -- arms!

The Marines begin firing at the pirates on the Dauntless. 175 EXT. ISLA DE MUERTA - CAVE ENTRANCE - NIGHT

Near the cave entrance, Elizabeth turns -- sees the Dauntless under attack. A moment of decision -- and she rows hard into the cave. 176 INT. DAUNTLESS - DECK - NIGHT

Ragetti notices; eyes fixed on the ship as it sails past, he taps Pintel on the shoulder. PINTEL What? RAGETTI Is it supposed to be doing that? Pintel looks where Ragetti is looking, registers what's happening: PINTEL (hurt, indignant) No! They're stealing our ship! More pirates turn their attention to the rail. Ragetti shakes his fists impotently, gripped with rage. He spits out: RAGETTI Bloody pirates!

PINTEL (rallying the pirates back to the fight) No matter! We'll have a better now!

177 OMITTED

178 OMITTED 179 OMITTED

180 OMITTED

181 OMITTED

182 OMITTED

183 OMITTED

183A EXT. DAUNTLESS - NIGHT

Norrington's boats have arrived at the ship. He and his men climb up the side.

183B EXT. DAUNTLESS - DECK - NIGHT

The battle rages. Norrington and his men arrive on the deck. Behind him, Koehler swings an axe at his neck -- Norrington looks like a goner --- but he whips his sword up, blocking the handle, the blade just inches from his throat. He spins and goes after Koehler with a vengeance -184 EXT. DAUNTLESS - DECK

Officer Gillette stands up on a railing and swings a large block and tackle across the deck at the Bo'sun. Bo'sun sees it and dunks and then takes off after Gillette. The block and tackle swings back and hits Ragetti in the head. Ragetti's eye pops out. He chases it. 185 OMITTED 186 OMITTED 187 OMITTED

188 OMITTED

189 INT. ISLA DE MUERTA - CAVES - MAIN CAVERN - NIGHT

Barbossa and Jack duel in and out of moonlight. BARBOSSA So what now, Jack Sparrow? Are we to be two immortals, locked in epic battle 'til Judgment Day and the trumpets sound? JACK Or you could surrender.

Barbossa smiles -- not likely -- and attacks -Will is cornered, slides between two pirates on a silver tray. But then a projectile -- thrown by Jacoby -- EXPLODES near him -Will is thrown to the ground, losing his sword. He climbs a pile of treasure, reaches for it -- but it slides away out of his grasp. Jacoby laughs, raises his sword.

Will is thrown to the ground, loses his sword. He's at a disadvantage, trapped.

Jacoby laughs, raises his sword.

JACOBY I'll teach you the meaning of PAIN! ELIZABETH (O.S.) You like pain? Jacoby turns. From out of the smoke ELIZABETH appears -- she swings a long gaffe, knocking Jacoby aside. ELIZABETH (CONT'D) Try wearing a corset. WILL Elizabeth? She looks at him, smiles. He grins back -- she pulls him up with the gaffe. Turning, Elizabeth notices Jack (skeletal) dueling with Barbossa. Her smile is gone. ELIZABETH Whose side is Jack on? WILL At the moment? Elizabeth, nods ('with Jack; who can tell?') The two pirates attack; Will and Elizabeth dart away -Jacoby recovers, prepares another bomb -Will gets an idea. Moving between the pirates and parrying their blows, he helps Elizabeth thrust the gaffe, using it to hook all three pirates together, Jacoby in the middle, one facing backwards. Will grabs one of Jacoby's bombs and yanks it free, sparking the fuse. He shoves it up inside Jacoby's rib cage, and shoves all three out of the moonlight --

Jacoby clutches at his now-flesh chest -- no way to get to the lit bomb. The backward pirate tries to turn around to see what's happening, turning all three completely around -Jacoby looks at Will, mouth agape -- SMOKE issues out -JACOBY No fair! Will grabs Elizabeth, dives away with her as the bomb EXPLODES. Jacoby's skeletal head and spine crashes down in a nearby pool of moonlight. The head turns to Will: JACOBY (CONT'D) That's cheating! WILL I didn't have much incentive to fight fair. He moves away purposefully. Elizabeth gingerly picks up Jacoby by the spine with two fingers, flings it into the water (like it's a diseased rat). She shudders, wipes her hands fervidly on her jacket. Barbossa slashes at Jack, frustrated beyond measure. He drives Jack backwards, towards Elizabeth.

As he fights, Barbossa notices Will's movement on the other side of the cave. He glares at Jack, suspicious -BARBOSSA What's your play, Jack? You're too clever for this. You can't kill me, I can't kill you -(an inspiration) But I can take my satisfaction elsewhere -He breaks off the fight, pulls his pistol. Aims it at Elizabeth. She registers her danger. A shot ECHOES in the cavern -Barbossa looks surprised. Barbossa looks down at the hole in his shirt. He can't believe it. Jack, pistol raised and aimed, still smoking, has shot him. Barbossa looks up. BARBOSSA Ten years you carry that pistol, and now you waste your shot?

WILL He didn't waste it. Will stands over the Aztec chest, holding the knife, his left hand in a fist. He opens the fist --- the medallion drops from his hand, revealing the cut in his palm ~- the bloody medallion LANDS -Barbossa looks down at his chest. Blood blossoms on his shirt around the bullet hole. Jack tosses his pistol away. Barbossa stares at the blood ... Looks up at Jack, at Will, at Jack. Anger, dismay ... and even relief color Barbossa's features. BARBOSSA I feel ... cold. Barbossa falls to one knee ... Then collapses forward. Dead.

190 EXT. DAUNTLESS DECK - NIGHT

CLOSE ON: Norrington, sword flashing, a THRUST finds its mark, and he pulls it back -Koehler is surprised. He registers the pain and realizes he is flesh. He cries out and falls. Twigg, who has been fighting nearby, seen Koehler fall and looks in surprise at Norrington. He then looks up at the full moon and realizes what has happened. Norrington puts his sword to Twigg's throat. Twigg drops his weapon. One by one the other pirates drop their weapons also. Bo'sun, who is holding Gillette up above his head, spins around as a large number of Bayonets are pointed at him. Ragetti still chasing his eyeball manages to grab it and put it back in. He looks at Pintel who is standing with his hands in the air and then turns and looks down the barrel of a gun. The weapons are held by Murtogg and Mullroy. PINTEL Parlay? NORRINGTON The ship is ours gentlemen. The soldiers and sailors all cheer. Swann peeks out of the cabin window and sees the battle is over. He comes out of the cabin and joins the cheers, congratulating marines. 190A INT. DAUNTLESS - CAPTAIN'S CABIN - NIGHT The desk is no longer rattling. Swann puts a hand on the pull, hesitates -- then pulls the drawer open. His expression tells us everything we need to know about the state of the drawer's contents. 191 INT – ISLA DE MUERTA - MAIN CAVERN - NIGHT

Jack stands away from the moonlight. He draws his knife, cuts his arm, and then wipes the blood from the blade onto the coin. Will, at the chest, has lifted the lid up, half-covering the chest, coins still showing. Jack arrives, now a skeleton, and holds the bloodied coin over the chest -- but does not let go. A beat; he is aware of Will watching him. JACK The Immortal Captain Jack Sparrow: It has a ring ... Jack sighs 'oh, well,' and releases the coin. The bloody coin lands in the chest. Jack's arm is normal. Will starts to push the lid closed -With surprising force and speed, the lid moves ON ITS OWN, the SOUND of stone grinding on stone -- it's shut.

Will smiles, turns away -- and sees Elizabeth, standing past the water, watching. Their eyes meet. Will scrambles down the side of the treasure pile. Elizabeth moves on stepping stones across the water -They meet and embrace -- now is the time for the kiss ...

They gaze at each other ... There is a crash; the SOUND of Jack gathering up pieces of treasure, including large gold object d'art. Will and Elizabeth look at each other. The moment is broken. Back to the real world. Elizabeth averts her gaze. ELIZABETH We should return to the Dauntless. Will understands, nods sadly. WILL. Your fiance will want to know you're safe. She looks up at him -- sees that he knows about the engagement. This time he cannot maintain eye contact. Elizabeth turns, and heads out of the cave. Jack nonchalantly strolls up beside Will. JACK You know, if you were waiting for the opportune moment ... That was it. Will knows. Jack hoists a bag filled with swag onto his shoulder.

JACK Now, if I could be troubling you to drop me at my ship ...

191A EXT. ISLA DE MUERTA - LAGOON - NIGHT

Problem: The Black Pearl is not there. Jack stands, scanning the area. No good; it's gone. Jack sits back down. In the rowboat: Elizabeth sits at the bow, facing forward; Will at the oars, facing backwards; Jack in the stern, facing Will. Jack has a large sack filled with treasure. ELIZABETH Jack ... I'm sorry. Beyond them, the Dauntless looms in the distance. JACK They did what's right by them. Can't expect more than that. Will snaps him a look, then looks away, scowling as he decides: Goddammit, you can expect more than that. 192 OMITTED

193 EXT FORT CHARLES - DAY

A HANGMAN'S NOOSE. The sound of DRUMS. Jack stands on a gallows, wrists bound. An EXECUTIONER checks the mechanism of the trap door with a sandbag. An OFFICIAL drones on recounting a list of Jack's crimes. The parade ground is crowded. Swann stands beside Norrington and Elizabeth. All resolutely watch the proceedings. Will stands at the back of the crowd. He glances around the square, clearly watching for something. ELIZABETH (eyes on Jack) This is wrong. Norrington does not respond. Swann speaks for him: SWANN Commodore Norrington is bound by the law. As are we all. Will is getting impatient. Then he spots: COTTON'S PARROT. It lands on a flag pole held by Murtogg. Murtogg surreptitiously tries to dislodge the bird. That's the signal. Will heads into the crowd. His route takes him past Swann, Norrington and Elizabeth. He pauses.

WILL Governor. Commodore. They glance at him. Elizabeth does not. WILL Elizabeth.

She looks around Norrington at him, surprised. WILL I should have told you -- a long time ago ... I shouldn't have ... (just says it) I love you. Now she's shocked, as are Swann and Norrington. Will seems if he's going to say more -- but then nods, satisfied that he's said all that's necessary. He continues on his way. Elizabeth looks after him: he's pushing through the crowd towards the gallows --- where the noose is put around Jack's neck.

Elizabeth spots Cotton's Parrot. She puts it together. Will throws open his cloak, puts a hand on his sword hilt --

Norrington moves past Elizabeth, staring at Will -NORRINGTON Marines! --

Elizabeth suddenly staggers away from Norrington and Swann -ELIZABETH I can't breathe! -- and FAINTS. Swann and Norrington react to her plight. SWANN

Elizabeth! The commotion has distracted the crowd: Will has a direct line of sight to the gallows -The Executioner grips the release lever -The DRUM roll ends. Will draws and throws his sword. The executioner pulls the lever. The trap door opens. Jack drops. Will's sword embeds in the door. Jack balances on it. Swann fans Elizabeth. She sits up suddenly -- she was faking. Will races up the steps of the gallows. Jack still balances, the sword bending, noose tightening. The Executioner slashes an axe at Will, knocking his sword away. Will ducks another swing, the axe inadvertently cutting Jack's rope. Jack drops to the ground below the gallows. Will knocks the Executioner off the gallows platform. The Executioner falls into the crowd on top of Norrington and his men. Jack stands and slits the rope that binds his hands on the sword that is sticking in the trap door. Jack races from under the gallows as Will leaps down. Jack pulls off the noose, tosses one end of the rope to Will. They trip some Marines coming down the steps as they run up. Will and Jack go left. Marines, led by Gillette, cut them off. They whirl right -- more Marines. Rifles are brought to bear. They are cornered. Norrington strides up, followed by Swann and Elizabeth. Norrington holds his sword on Will and Jack. NORRINGTON I expected some manner of escape attempt. (to Will) But not by you. SWANN I granted you clemency, and this is how you thank me? You throw in with him? He is a pirate!

WILL And a good man. (throws his sword aside) If all I have achieved here is that the hangman will earn two pairs of boots instead of one ... So be it. At least my conscience will be clear. NORRINGTON You forget your place, Turner. Will pointedly glances down, back up; a small smile: WILL It's right here between you and Jack. Mate. Elizabeth steps beside him. ELIZABETH As is mine. She links her hand in Will's. Norrington takes this in, realizing the deeper truth behind her actions. SWANN Lower your rifles! Down! Norrington's glances from Elizabeth to Gillette, nods almost imperceptibly. Gillette gestures for the marines to lower their rifles. They do. NORRINGTON This is where your heart truly lies, then? ELIZABETH It is. He looks at Will narrowly. Swann realizes what Norrington has already figured out. Elizabeth stands defiantly beside Will. A tense stand-off. Jack is worried about the outcome -- and then he spots Cotton's Parrot. He smiles. JACK I'm feeling good about this. I think we're all in a very good place. Spiritually, ecumenically, grammatically ... (to Norrington) I was rooting for you, mate. Elizabeth, darling, it never would have worked between us. I'm sorry. Will ...

He throws up his hands ('What's there to say?') and springs up the steps to the wall. JACK Friends! This is the day you will always remember as the day you almost hung Captain Jack Sparrow!

He slips, losing his balance and is gone --

193A EXT. PORT ROYAL - BAY - DAY

Jack plunges, turning his fall into a passable dive –-

-- and hits the water. 193B EXT. FORT CHARLES - PARAPET - DAY

Everyone rushes to look over the wall --

193C EXT. PORT ROYAL - BAY - WATER - DAY

Jack surfaces, does a quick mental check of his exit.

JACK Still memorable. 193D EXT. FORT CHARLES - PARAPET - DAY

GILLETTE Idiot. He's still nowhere to go but back to the noose. Not quite -- a cry goes up from the crowd -VARIOUS Look! A ship! The Black Pearl! It's the Black Pearl! 193E EXT. PORT ROYAL - BAY - WATER - DAY

Sailing into view, sails full, getting its long overdue beauty shot is the Black Pearl. Jack smiles at the sight. 193F EXT. FORT CHARLES - PARAPET - DAY

Norrington watches the scene below, sword at parade rest on his shoulder. GILLETTE What's your plan of action, sir? Norrington does not respond, dealing with all the ramifications of the last few minutes. 193G OMITTED 193H EXT. FORT CHARLES - PARAPET - DAY

Swann recognizes his dilemma. SWANN Perhaps it is possible that on the rare occasion when pursuing the right demands an act of piracy, piracy can be the right course? Norrington looks at him. He nods -- and then turns from the wall, to Will and Elizabeth. NORRINGTON (gestures with the sword, for Will to join him) Mister Turner. Will starts toward him. Elizabeth grips his arm, concerned for his fate.

WILL (low, to Elizabeth) I will accept the consequences of my actions, good or ill. Elizabeth understands, admires that; she releases his arm. Will joins Norrington, who still holds the sword. A private moment between the two men. NORRINGTON This is a very nice sword. I expect the man who made it to show the same care and devotion in all aspects of his life. (beat) My compliments. Will is surprised; then nods to Norrington: they understand each other. WILL Thank you. Norrington turns away, toward Elizabeth. A moment as they gaze at each other -NORRINGTON Miss Swann. Best of luck to you both. She gives him a look of appreciation and gratitude. He starts down the stairs. GILLETTE Commodore? What about Sparrow? Shall we prepare the Dauntless for pursuit?

NORRINGTON (smiles, anticipating) Oh, I think we can afford him one day's head start. Gillette watches him go, confused. SWANN (to Gillette) More sporting that way. Gillette gets it. ON NORRINGTON, as he comes into the parade grounds. NORRINGTON (to himself) Shame to waste another perfectly good gallows. ON THE PARAPET, Elizabeth and Will lock eyes, and then move together into each other's arms. At last --

SWANN So this is the course You've chosen, is it? You're certain, then? He is a blacksmith ... ELIZABETH No ... (smiles wide at Will) He's a pirate. Will smiles, turns and they KISS -- a kiss that makes up for everything ever held back between them -Swann smiles, turns away to give them a bit of privacy, looking back out to the sea -193J EXT. PORT ROYAL - MAST - DAY

Cotton, high atop the aft mast, throws a line -193K EXT. PORT ROYAL - BAY - WATER - DAY

In the water, Jack catches the line as it sweeps by, and climbs as Cotton reel it in. Jack is lifted up and around the fantail of the Black Pearl and onto the deck. He pauses, looks around him, taking it all in. 194 OMITTED

194A OMITTED

194B EXT. BLACK PEARL - DAY

A Crew Member holds out Jack's coat, welcoming him aboard. Jack shoulders into it, takes his hat from Cotton, smiling and nodding. Cotton's parrot lands on Cotton's shoulder. Jack nears Gibbs -- who actually SALUTES him. Jack pauses. JACK Thought you were supposed to keep to the code. GIBBS We figured they're more actually guidelines. Jack smiles. He continues up the steps to the stern deck, where AnaMaria stands at the wheel. She steps away. 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 opens the compass, takes a reading, and adjusts the course.

Opens up a bottle of rum, takes a swig. Begins to hum to himself ... Drink up me hearties, yo ho ... yo ho, yo ho, a pirate's life for me --

The orchestra takes over, and the Black Pearl sails away, into the sun ... 195 INT. ISLA DE MUERTA - CAVERNS - MAIN CAVE - NIGHT

The MONKEY emerges from the water, near Barbossa's hat. A GRINDING SOUND, stone-on-stone, catches its attention; it looks up -The Monkey climbs the treasure pile, to the chest. The lid is partially open. The Monkey grabs out a coin --

The Monkey SCREECHES as the moonlight turns it SKELETAL -CUT TO BLACK as CREDITS and pirate song continues on ...

THE END