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Johnny Depp as Captain Jack Sparrow and talk like a pirate day

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Johnny Depp is amazing in the Pirate Jack Sparrow

Johnny Depp as 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.

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

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

Jack tackles the Sentry from behind, covers his mouth.

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

Jack removes his hand.

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

      JACK
   Good.

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

EXT. H.M.S. DAUNTLESS - DAY

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

      NORRINGTON
   Sailors! Back to the Interceptor!

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

Jack waves, and shouts across the distance --

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

Norrington seethes, but his order to Gillette is measured:

      NORRINGTON
   Raise the sails.

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

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

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

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

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

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

      STEERSMAN
   Captain, there's a problem.

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

      STEERSMAN (CONT'D)
   He's disabled the rudder chain,
   sir.

      NORRINGTON
   So it would seem.

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

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

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

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

EXT. CARIBBEAN SEA - EVENING

-- with the fat white moon riding just above the horizon.
Suddenly, the edge of a black sail cuts into the foreground,
accompanied by the ROAR of the wind and the SNAP of canvas --

INT. BLACK PEARL - CAPTAIN'S CABIN - EVENING

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

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

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

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

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

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

He exits, pouting. Elizabeth examines the dress --

INT. BLACK PEARL - CAPTAIN'S CABIN - NIGHT

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

      BARBOSSA
   Maid or not, it fits you.

      ELIZABETH
   Dare I ask the fate of it previous
   owner?

      BARBOSSA
   Now, none of that. Please dig in.

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

      BARBOSSA (CONT'D)
   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 whine.

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

      BARBOSSA (CONT'D)
   And the apples -- one of those
   next.

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

      ELIZABETH
   It's poisoned!

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

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

      ELIZABETH
   Then why aren't you eating?

      BARBOSSA
   Would that I could.

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

      BARBOSSA (CONT'D)
   Do you not know what this is, then?

      ELIZABETH
   It's a pirate medallion.

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

Elizabeth gives an infinitesimal shrug, intrigued despite
herself.

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

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

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

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

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

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

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

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

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

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

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

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

      BARBOSSA (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, to the
hilt --

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

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

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

EXT. BLACK PEARL - MAIN DECK - NIGHT

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

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

Elizabeth turns away from the sight --

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

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

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

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

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

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

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

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

INT. BLACK PEARL - CAPTAIN'S CABIN - NIGHT

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

EXT. CARIBBEAN SEA - DAY

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

EXT. INTERCEPTOR - MAIN DECK - DAY

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

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

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

      JACK
   Is that so?

      WILL
   My father. William Turner?

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

      WILL (CONT'D)
   I'm not a simpleton. At the jail
   -- it was only after you learned my
   name that you agreed to help me.
    (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 relpy -- settles on 'truth'.

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

      WILL
   'Bootstrap?'

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

      WILL
    (angry)
   That's not true.

      JACK
   I swear, you look just like him.

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

      JACK
   Figured you wouldn't want to hear
   it.

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

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

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

      JACK
   Sure -- because he could always go
   pirating.

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

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

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

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

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

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

Jack slips a loop of rope around the wheel to hold the course.
Picks up the sword -- and pokes at Will with it. Will hand-
over-hands away from the blade, to the end of the boom.

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

Will looks away, not interested.

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

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

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

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

      WILL
   Tortuga?

      JACK
   Oh -- did I forget to mention that?

EXT. TORTUGA - DAY

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

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

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

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

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

      WILL
   Just do it quickly.

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

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

Jack pulls open the