Pirates of the Caribbean screenplay

Yo Ho Yo Ho A Pirates Life for me!

Captain Jack Sparrow of the Pirates of the Caribbean
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Johnny Depp is amazing in the Pirate Jack Sparrow

 PIRATES OF THE CARIBBEAN

THE CURSE OF THE BLACK PEARL
                 

               screenplay by
                 
           Ted Elliott & Terry Rossio

    

              screen story by
           
           Jay Wolpert & Stuart Beattie

                 and

           Ted Elliott & Terry Rossio


                  FIRST DRAFT
                  September 1, 2002






FADE IN:

EXT. CARIBBEAN SEA - DAY

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

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

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

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

ELIZABETH SWANN, strawberry blonde hair, stands at the bow
rail, gazing at the sea, still singing --

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

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

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

Elizabeth stares wide-eyed at him.

           NORRINGTON
     Mr. Gibbs.

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

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

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

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

           NORRINGTON
     My apologies, Governor.

           ELIZABETH
     Actually, I find it all fascinating.

           SWANN
     And that's what concerns me.
     Elizabeth, 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 ...

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

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

           ELIZABETH (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!

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

           NORRINGTON (CONT'D)
     He's still breathing.

           SWANN
     Where did he come from?

           GIBBS
     Mary mother of God ...

Attention is turned away from the boy --

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

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

           SWANN
     What happened here?

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

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

           SWANN
     There is no proof of that. It could
     have been an accident. Captain,
     these men were my protection. If
     there is even the slightest chance
     one of those poor devils 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'll need the
     deck clear.

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

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

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

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

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

           ELIZABETH
     My name is Elizabeth Swann.

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

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

A SKULL gazes up at her. Vaguely Aztec in design, but to her
eyes, it can mean one thing only --

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

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

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

Norrongton arrives.

           NORRINGTON
     Did he speak?

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

           NORRINGTON
     Very good.

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

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

It has BLACK SAILS.

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

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

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

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

Elizabeth shuts her eyes tight --

           EIGHT YEARS LATER

INT. GOVERNOR'S MANSION - ELIZABETH'S BEDROOM

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

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

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

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

She turns, ready for anything. She is alone.

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

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

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

A BOOMING knock on the door; Elizabeth jumps up, startled,
knocking over the 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 a large box. A uniformed maid, ESTRELLA,
follows.

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

Estrella pulls back the heavy curtains, revealing:

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

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

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

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

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

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

           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.

           ELIZABETH
     I knew it.

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

           SWANN (CONT'D)
     Elizabeth? How's it coming?

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

           ELIZABETH
     Difficult ... to say.

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

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

INT. GOVERNOR'S MANSION - FOYER - DAY

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

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

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

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

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

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

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

           WILL (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 is proud
of it. With practiced ease, he flips the sword around, catches
it by the hilt and returns it to the case.

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

He stops speaking abruptly, staring past Swann --

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

           SWANN
     Elizabeth! You look stunning!

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

           ELIZABETH
     Will! It's so good to see you!
        
Her hand goes to the chain around her throat (the medallion is
hidden in the bodice of her dress).

           ELIZABETH (CONT'D)
     I dreamt about you last night.

Will reacts with surprise: "Really?"

           SWANN
     Elizabeth, this is hardly
     appropriate --
 
           ELIZABETH
        (ignores her father)
     About the day we met. Do you
     remember?

           WILL
     I could never forget it, Miss Swann.

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

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

Elizabeth is disappointed and little hurt by his responce.
 
           SWANN
     Well said! There's a boy who
     understands propriety. Now, we must
     be going.

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

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

           ELIZABETH
     Good day, Mr. Turner.

EXT. GOVERNOR'S MANSION - DAY

Swann follows Elizabeth out the door.

           WILL
     Good day.

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

           WILL (CONT'D)
        (to himself)
     Elizabeth.

IN THE CARRIAGE: Swann glowers at his daughter.

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

EXT. PORT ROYAL - HARBOR - DAY

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

PIRATES - YE BE WARNED

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

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

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

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

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

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

EXT. PORT ROYAL - DOCKS - DAY

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

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

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

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

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

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

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

           HARBORMASTER
     Welcome to Port Royal, Mr. Smith.

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

EXT. FORT CHARLES - DAY

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

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

Norrington nods, turns smartly and nods to his fellow officers,
turns again and nods to the audience -- dignitaries, merchants,
plantation owners, their families. Another flourish, and he
returns the sword to its scabbard.

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

In the audience, Elizabeth doesn't look so good, out beneath
the hot sun. She applauds briefly, then winces. Discretely
tries to adjust the corset through the material of the dress,
then resumes clapping, trying to hide her discomfort.

EXT. PORT ROYAL - NAVY DOCK - DAY

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

           MURTOGG
     This dock is off-limits to
     civilians. 

           JACK
     Sorry, I didn't know.

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

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

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

           JACK
     This must be some important boat.

           MULLROY
     Ship.

           JACK
     Ship.

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

           MULLOY
     Commodore.

           MURTOGG
     Right. Commodore Norrington.

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

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

           JACK
     That so? I've heard of one,
     supposed to be fast, neigh
     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. The
sailors hurry toward the gangplank.

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

Jack spreads his hands in apology.

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

The sailors study him suspiciously.

           MURTOGG
     What's your name?

           JACK
     Smith.

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

           MURTOGG
     And no lies!

           JACK
     None? Very well. You rumbled me.
     I confess: I intend to commandeer
     one of these ships, pick up a crew
     in Tortuga, and go 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 truth he
     wouldn't have told us.

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

Murtogg and Mullroy consider that point --

EXT. FORT CHARLES - DAY

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

           NORRINGTON
     May I have a moment?

He extends his hand. 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.
        (working up his
        confidence to do so)
     This promotion confirms that I have
     accomplished the goals I set for
     myself in my career. But it also
     casts into sharp relief that which
     I have not achieved. The thing all
     men most require: a marriage to a
     fine woman.
        (beat)
     You have become a fine woman,
     Elizabeth.

           ELIZABETH
     I can't breathe.

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

Elizabeth loses her balance, stumbles away from Norrington. She
reaches a hand out to the parapet to steady herself, but it
slides off --

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

           ELIZABETH
     Elizabeth!

EXT. PORT ROYAL - NAVY DOCKS - DAY

Jack reacts, pushes Murtogg aside to see --

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

Elizabeth hits the water, narrowly missing the sharp rocks. A
wave breakes, and then she is washed out away from the cliff,
struggling feebly.

AT THE FORT,

Norrington looks down --

           NORRINGTON
     ELIZABETH!

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

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

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

EXT. PORT ROYAL - NAVY DOCKS - DAY

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

           JACK
     Aren't you going to save her?

           MULLROY
     I can't swim.

Murtogg shakes his head -- neither does he.

           JACK
        (rolls his eyes)
     Sailors.

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

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

           JACK (CONT'D)
     Fine.
 
He pulls a pistol from his sword belt, hands it to Murtogg;
then hands the belt to Mullroy.

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

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

Elizabeth struggles to keep above water, gasping for air --
then a swell rolls over her, and she is submerged --

UNDERWATER,

Elizabeth drifts down, unconscious. The current turns her, and
the MEDALLION slips loose from her bodice.

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

EXT. PORT ROYAL - VARIOUS - DAY

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

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

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

IN THE VILLAGE: A weather vane moves slightly in the wind. The
wind stops, and all is still. And then ...

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

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

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

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

EXT. PORT ROYAL - CLIFFSIDE - DAY

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

EXT. PORT ROYAL - OCEAN - DAY

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

ON THE SURFACE,

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

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

The dress falls like a cloud into darkness --

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

AT THE DOCK,

Murtogg and Mullroy are there to help haul Elizabeth out of
the water.

Jack climbs up, exhausted. Elizabeth is on her back; Murtogg
holds her arms above her head, pumping them. Mullroy puts his
cheek to her nose and mouth.

           MULLROY
     Not breathing.

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

           JACK
     Move.

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

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

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

           MULLROY
     I never would have thought of that.

           JACK
     Clearly, you've never been to
     Singapore.

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

The MEDALLION. Jack catches it up in his hand.

           JACK (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, looking
bright and sharp.

           NORRINGTON
     On your feet.

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

           SWANN
     Elizabeth! Are you all right?

He strips off his jacket, drapes it around her.

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

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

           NORRINGTON
     I believe thanks are in order.

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

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

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

           NORRINGTON (CONT'D)
     Had a brush-up with the East India
     Trading Company, did you ...
     pirate?

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

           NORRINGTON (CONT'D)
     Keep your guns on him, men. 
     Gillette, fetch some irons.

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

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

           JACK
     Captain Jack Sparrow. If you
     please.

Norrington looks out at the bay.

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

           MURTOGG
     He said he'd come to commandeer
     one.

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

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

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

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

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

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

           NORRINGTON (CONT'D)
     I half-expected it to be made of
     wood.

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

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

          JACK
     Ah, but you have heard of me.

Gillette returns with shackles, approaches Jack.

          NORRINGTON
     Carefully, lieutenant.

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

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

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

Gillette snaps the manacles closed on Jack's wrists.

           JACK
     But it seems to be enough to
     condemn him.

           NORRINGTON
        (smiles)
     Indeed.

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

           JACK
     Finally.

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

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

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

Norrington hesitates, balls his fists in frustration.

           JACK (CONT'D)
     Commodore!

Mullroy hands the pistol and belt to Norrington. Norrington
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, and then backs up until he bumps
against the cargo gantry.

           JACK (CONT'D)
     Gentlemen ... m'lady ... you will
     always remember this as the day you
     almost caught Captain Jack Sparrow.

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

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

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

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

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

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

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

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

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

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

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

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

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

But she accepts his comforting embrace.

EXT. PORT ROYAL - TOWN - ALLEY - DAY

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

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

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

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

INT. BLACKSMITH'S FORGE - DAY

Jack slips through the door, takes a look around:

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

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

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

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

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

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

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

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

           WILL
     Right where I left you.

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

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

He moves casually toward the sledge. The 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)
        (voice low and tight)
     You're the one they're hunting.
     The *pirate*.

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

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

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

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

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

           JACK (CONT'D)
     Do you think this is wise, boy?
     Crossing blades with a pirate?

           WILL
     You threatened Miss Swann.

           JACK
     Only a little.

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

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

           JACK (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 with Jack.

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

They are now exactly opposite their initial positions.

           JACK (CONT'D)
     Ta!

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

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

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

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

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

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

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

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

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

           JACK (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
hand; uses his foot to bring his dropped sword into the air,
catches it -- and attacks Jack, both blades flashing.

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

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

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

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

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

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

           WILL (CONT'D)
     You cheated.

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

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

           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. The stand-off lasts
a long moment.

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

Jack uncocks the pistol. Will is surprised, reassesses Jack --

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

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

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

           BROWN
     Just doing my civic duty.

Jack groans. Norrington stands over him, smiles.

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

Norrington's men haul Jack away. Will watches them go. Brown
looks at his bottle -- broken.

           BROWN
     That ratter broke my bottle.
     
EXT. PORT ROYAL - NIGHT

The thick fog blankets the entire bay now, and the town. The
only structure visible is Fort Charles, high on the bluff, like
a tall ship sailing a sea of grey.

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

ANGLE - FORT CHARLES,

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

The Black Pearl has come to Port Royal.

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

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

           ELIZABETH
     Nice and toasty. Thank you,
     Estrella.

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

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

INT. BLACKSMITH'S FORGE - NIGHT

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

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

INT. CELL BLOCK - NIGHT

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

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

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

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

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

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

EXT. FORT CHARLES - PARAPETS - NIGHT

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

           SWANN
     Has my daughter given you an answer
     yet?

           NORRINGTON
     No. She hasn't.

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

           NORRINGTON
     Bleak. Very bleak.

>From the distance, there is a BOOM --

           SWANN
     What was that?

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

           NORRINGTON
     Cannon fire!

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

INT. CELL BLOCK - NIGHT

Jack sits up. There are more BOOMS --

           JACK
     I know those guns!

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

           JACK (CONT'D)
     It's the Black Pearl.

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

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

EXT. PORT ROYAL - HARBOR - NIGHT

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

EXT. PORT ROYAL - TOWN - NIGHT

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

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

INT. BLACKSMITH'S FORGE - NIGHT

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

Will slides back the doors of the forge --

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

EXT. FORT CHARLES - PARAPETS - NIGHT

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

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

Swann turns to go -- but finds himself face-to-face with a
pirate -- KOEHLER, a handsome blond man with gold earrings.
Beyond Koehler, more pirates come up over the far wall.
Koehler grins and raises a cutlass --

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

           NORRINGTON (CONT'D)
     They've flanked us! Men! Swords
     and pistols!

The battle is joined --

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

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

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

INT. SECOND FLOOR HALLWAY - NIGHT

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

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

Suddenly Pintel looks up, and locks eyes with Elizabeth. How
could he know she was there?

           PINTEL
     Up there!

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

INT. SITTING ROOM - NIGHT

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

           ESTRELLA
     Miss Elizabeth?

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

           ESTRELLA (CONT'D)
     Are they come to kidnap you, miss?
     The daughter of a governor would be
     very valuable.

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

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

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

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

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

INT. ELIZABETH'S BEDROOM - NIGHT

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

INT. SITTING ROOM - NIGHT

Estrella breaks cover, runs for the hall, unnoticed.

INT. ELIZABETH'S BEDROOM - NIGHT

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

Elizabeth dashes for the hallway stairs --

INT. SECOND FLOOR HALLWAY/FOYER - CONTINUOUS - NIGHT

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

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

The second pirate lands between Elizabeth and the front door.
His face is BURNED, his hair SMOLDERS -- he reaches --

Elizabeth pulls up short, runs the other way --

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

INT. DINING ROOM - NIGHT

Elizabeth slams the double doors shut, throws the bolts. The
interior shutters are closed over the windows. Above the
fireplace are two crossed swords.

Elizabeth climbs on the firebox; she grabs one of the swords
by the hilt and pulls -- but it won't come free. Both swords
are securely attached to the wall. Damn!

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

On the table is a platter with fruit, cheese and bread.
Elizabeth grabs the knife from the platter --

Like any bread knife, it has a round point. Elizabeth jabs it
into her palm -- it's useless as a weapon. Double damn!

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

INT. FIRST FLOOR HALLWAY - NIGHT

The doors give way; the pirates charge through --

INT. DINING ROOM - CONTINUOUS - NIGHT

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

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

Smoldering Pirate gives him a 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!

INT. DUMBWAITER - NIGHT

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

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

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

Pintel leers down at her.

           PINTEL (CONT'D)
     Hello, poppet. 

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

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

Smoldering Pirate helps pull the rope, crushing Elizabeth's
forearm. Tears of pain on her face, she keeps sawing --

The rope parts, and the dumbwaiter box PLUMMETS --

INT. KITCHEN - NIGHT

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

The sound of the running FOOTSTEPS gets louder ...

           ELIZABETH
     Please, no ...

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

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

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

Pintel can't believe his ears.

           PINTEL
     What?

           ELIZABETH
     Parlay! I invoke the right of
     parlay! According to the Code of
     the Brethern, 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 do you.

           SMOLDERING PIRATE
     To blazes with the code!

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

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

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

           PINTEL (CONT'D)
     We must honor the code.

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

EXT. PORT ROYAL - STREET - NIGHT

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

Will hurries forward --

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

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

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

On the ground, Will doesn't move.

INT. FORT CHARLES - CELL BLOCK - NIGHT

The wall of the cells EXPLODES inward. Jack pulls himself out
from under the 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
     here, boy. Come here, Spot. 
     Rover. Fido?

To his surprise, the dog crawls out from under the bench. Jack
continues to coax him closer.

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

           JACK (CONT'D)
     What's the matter, boy?

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

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

           TWIGG
     This isn't the armory.

He turns to go, but Koehler has spotted Jack.

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

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

           KOEHLER
     Did you sprout little wings and fly
     away?

           TWIGG
     His fortunes aren't improved much.

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

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

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

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

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

           JACK (CONT'D)
     You are cursed.

Koehler sneers, shoves Jack bakwards, 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.

EXT. PORT ROYAL - NIGHT 

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

The fog parts. Elizabeth looks up to see --

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

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

EXT. BLACK PEARL - MAIN DECK - NIGHT
 
Lit by lanterns; no moon is visible beneath the fog. Smoke
hangs heavy above the deck.

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

           BOSUN
     I didn't know we was taking
     captives.

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

ON THE POOP DECK -- an imposing FIGURE in silhouette stands by
the wheel, too far away to have heard Pintel's words. But his
head turns at the mention of his name.

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

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

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

           ELIZABETH
     I am here to --

Bosun SLAPS her.

           BOSUN
     You'll speak when spoken to!

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

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

           BOSUN
     Aye, sir.

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

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

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

Barbossa is both impressed and amused.

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

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

Barbossa and the pirates laugh.

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

           ELIZABETH
     Very well.

She quickly slips the medallion off, darts to the side of the
rail, dangles it over the side of the ship. 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: it confirms what he has
suspected. The other pirates surreptitiously exchange glances
and nods.

           BARBOSSA
     You've got sand, for a maid.

           ELIZABETH
        (curtsies again)
     Thank you, sir.

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

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

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

           ELIZABETH
     Can I trust you?

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

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

           ELIZABETH
     Our bargain..?

Barbossa grins devilishly -- but then nods to Bosun.

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

For the first time since the attack began, the BOOMING of the
guns ceases. Elizabeth is surprised -- and relieved. The
pirates hustle to follow orders. Barbossa turns away.

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

Barbossa wheels on her.

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

Elizabeth stares in speechless terror --

EXT. PORT ROYAL - HARBOR - PRE-DAWN

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

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

EXT. PORT ROYAL - STREET - PRE-DAWN

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

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

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

INT. GOVERNOR'S MANSION - MORNING

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

           WILL
     Miss Swann! Elizabeth!

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

INT. FORT CHARLES - NORRINGTON'S OFFICE - MORNING

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

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

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

           NORRINGTON
     We're aware of the situation.

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

Swann's worry has made him short-tempered.

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

Murtogg has remembered something. He ventures it warily:

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

           MULLROY
     Mentioned it, is more what he did.

           MURTOGG
     Still --

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

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

           WILL
     We could strike a bargain --

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

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

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

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

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

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

INT. FORT CHARLES - JAIL CELLS - MORNING

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

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

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

           JACK
     Somewhat.

           WILL
     Where does it make berth?

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

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

           JACK
     Why ask me?

           WILL
     Because you're a pirate.

           JACK
     And you want to turn pirate
     yourself?

           WILL
     Never.
        (beat)
     They took Miss Swann.

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

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

           WILL
     I can get you out of here.

           JACK
     How? The key's run off.

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

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

           JACK
     You're name is Turner.

Will gives him a puzzled look.

           WILL
     Yes. Will Turner.

Jack grins.

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

Will gives him a suspicious look. The deal seems too good. Jack
keeps his hand out, still smiling. Will shakes it.

           WILL
     Agreed.

           JACK
     Agreed!

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

Jack is impressed. He steps out of the cell.

           WILL
     Someone will have heard that.
     Hurry.

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

           JACK
     Not without my effects.

           WILL
     We need to go!

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

           WILL (CONT'D)
     Why are brothering with that?

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

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

           JACK
     Good.

EXT. PORT ROYAL - DOCKS - MORNING

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

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

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

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

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

           JACK (CONT'D)
     Come aboard.

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

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

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

           JACK (CONT'D)
     Besides, we are about to better our
     prospects considerably.

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

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

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

           WILL
     It's still against the law.

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

EXT. PORT ROYAL - MORNING 

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

           WILL
     This is either crazy, or brilliant.

           JACK
     Remarkable how often those two
     traits coincide.

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

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

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

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

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

           WILL
        (a beat)
     Aye! Avast!

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

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

           GILLETTE
     You're serious about this.

Jack moves his pistol across, points it at Gillette.

           JACK
     Dead serious.

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

           JACK
     We'll see about that.

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

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

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

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

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

EXT. DAUNTLESS - STERN - MORNING

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

           JACK
     A little help?

Gillette shrugs, gestures to Murtogg and Mullroy. The three men
throw their weight into the windlass, and it turns. Jack's
pistol is on them the whole time.

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

The windlass turns, bringing Mullroy into view.

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

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

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

Another quarter turn --

           WILL
     No.

EXT. DAUNTLESS - FORECASTLE - DAY

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

           JACK
     Lookee there, mate! We're
     underway!

EXT. PORT ROYAL - DOCK - DAY

Norrington moves along, concentrating on a manifest. Alongside
him is Governor Swann, who glances over --

Sees the tiny Jolly Mon headed toward them, riding low in the
water, overloaded with sailors. Beyond that, the Dauntless
sails -- albeit slowly -- for open waters.

           SWANN
     Commodore --

           NORRINGTON
     A moment.

           SWANN
     But --

           NORRINGTON
     Please.

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

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

The main deck. He picks out Will --

           NORRINGTON
     Rash, Turner, too rash.

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

           NORRINGTON (CONT'D)
     That is, without a doubt, the worst
     pirate I have ever seen.

EXT. H.M.S. DAUNTLESS - DAY

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

           WILL
     They're coming!

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

EXT. H.M.S. INTERCEPTOR - DAY

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

Norrington's men swarm across.

   &nb