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

INT. FAITHFUL BRIDE - DAY

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

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

           ANAMARIA
     You stole my boat.

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

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

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

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

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

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

           ANAMARIA
     That boat is my livelihood!

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

           ANAMARIA
        (a threat)
     I will.

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

           WILL
     Jack! Over here!

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

           WILL (CONT'D)
     He knows Gibbs.

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

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

EXT. FAITHFUL BRIDE - REAR - DAY

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

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

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

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

           GIBBS
     Aye, that'll about do it.

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

           GIBBS (CONT'D)
     Blast it, I'm already awake!

           WILL
     I know. That was for the smell.

INT. FAITHFUL BRIDE - DAY

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

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

           JACK
     Just the one.

Gibbs pauses. He takes a dainty sip.

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

           JACK
     First -- have you found me a crew?

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

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

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

           JACK (CONT'D)
     I'm going after the Black Pearl.

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

           GIBBS
     Say again?

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

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

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

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

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

           GIBBS
     And you've got that, have you?

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

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

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

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

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

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

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

           JACK
     That he is.

EXT. TORTUGA - DOCK - LATER - DAY

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

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

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

           ANAMARIA
     You owe me a boat.

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

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

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

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

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

Jack decides to test this.

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

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

           COTTON'S PARROT
     Wind in your SAILS! Wind in your
     SAILS!
     
           GIBBS
     Mostly, that seem to mean 'yes.'

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

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

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

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

           WILL
     Shut up, before you lose them all!

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

EXT. H.M.S. INTERCEPTOR - DAY

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

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

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

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

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

           GIBBS (CONT'D)
     We'd best drop canvas, sir!

           JACK
     She can hold a bit longer.

The wind picks up, howling. Jack smiles.

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

           JACK
        (shouts)
     We're catching up!

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

INT. BLACK PEARL - CAPTAIN'S CABIN - DAY

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

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

EXT. BLACK PEARL - CROW'S NEST - DAY

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

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

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

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

           JACOBY
     Orders, Captain?

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

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

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

EXT. CARIBBEAN SEA - DAY

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

EXT. H.M.S. INTERCEPTOR - DAY

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

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

           JACK
     Bear three points starboard.

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

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

           JACK (CONT'D)
     Six points port!

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

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

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

Gibbs takes over the task. The ship shifts course again. Will
has had enough.

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

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

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

Gibbs settles in, happy to have a willing listener.

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

           WILL
     What? He never told me that.

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

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

           GIBBS (CONT'D)
     Jack gave hisself up for the sake
     of his loyal crew. He was marooned
     on an island, left there to die.

           WILL
     How did he get off the island?

           JACK
        (loud)
     I didn't!

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

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

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

           GIBBS
     How did you get off the island?

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

He starts off.

           WILL
     Wait -- what about the pistol?

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

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

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

           WILL
     Barbossa.

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

EXT. ISLA DE MUERTA - CAVE ENTRANCE - EVENING

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

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

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

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

           KOEHLER
     Moonrise, Captain! First night of
     full.

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

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

INT. ISLA DE MUERTA - CAVES - NIGHT

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

Elizabeth glances over -- the torches illumine caverns off to
the side -- and just the edge of a mound of coins. Clearly
there is more, but the rest is lost in darkness.

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

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

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

EXT. H.M.S. INTERCEPTOR - NIGHT

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

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

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

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

           ANAMARIA
     How does he do that?

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

INT. ISLA DE MUERTA - CAVES - NIGHT

Flickering torchlight. Pirates stoop low to enter a cavern --

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

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

           ELIZABETH
     The curse drove you to gather this?

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

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

EXT. ISLA DE MUERTA - LAGOON - NIGHT

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

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

           WILL
     What's that?

           JACK
     Depends.

           WILL
     On what?

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

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

           JACK (CONT'D)
     -- well, too late.

The boat rushes forward, plunges into darkness --

INT. CAVES - UNDERWATER LAGOON - NIGHT

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

           JACK
     Chalk one up for the stories.

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

INT. CAVES - BED CAVERN - NIGHT

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

INT. CAVES - MAIN CAVERN - NIGHT

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

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

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

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

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

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

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

Pintel raises the knife ...

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

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

Elizabeth opens her eyes, surprised.

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

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

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

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

           BARBOSSA (CONT'D)
     What was begun by blood, let blood
     now end!

He tosses the gold medallion onto the others.

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

           KOEHLER
     Did it work?

           DEADEYE
     I don't feel no different.

           JACOBY
     How can we tell?

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

           KOEHLER
     You're not dead.

           JACOBY
     No.
        (realizes)
     He shot me!

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

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

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

Elizabeth takes time to smile before answering:

           ELIZABETH
     No.

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

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

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

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

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

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

Barbossa whirls on him --

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

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

Startled, Elizabeth looks up --

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

Elizabeth quickly leans forward, takes the bloodied medallion
from the pile. Reaches back, grabs the scabbard. Will pulls her
up --

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

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

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

INT. ISLA DE MUERTA - SMALL CAVERN - NIGHT

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

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

           ELIZABETH
     You?!

           JACK
     Me!

           ELIZABETH
     You're in league with Barbossa!

           JACK
     No, I'm -- rescuing you.

Elizabeth can't comprehend that one.

           ELIZABETH
     You?!

Will gains his footing in the rubble.

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

           JACK
     This way!

They race off, toward a bit of moonlight --

INT. ISLA DE MUERTA - NIGHT

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

           WILL
     I'm glad we got here in time.

           ELIZABETH
     Truthfully -- you were a bit late.

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

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

EXT. ISLA DE MUERTA - CLEARING - NIGHT

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

           ELIZABETH
     Come on!

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

Will and Elizabeth stare at him.

           WILL
     No.

           JACK
     I'll lead them away.

The sounds are closer.

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

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

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

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

Will and Elizabeth race away, and are gone.

Jack watches them a moment, turns to face the pirates. He
sticks the two swords in the ground, crossed. Leans casually
against a rock.

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

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

EXT. ISLA DE MUERTA - NIGHT

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

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

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

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

Barbossa hesitates.

           JACK (CONT'D)
     I know whose blood you need, to end
     the curse.

           BARBOSSA
     Say the name, or I slit your
     throat.
 
           JACK
     No you won't.

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

           PINTEL
     Now?

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

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

           BARBOSSA (CONT'D)
     Allow me the humor of listening to
     your terms.

           JACK
     Simple. I have something you won't
     more than anything. The way to
     free you from the curse of the
     treasure. You have something I
     want -- more than anything.

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

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

Barbossa stares at him, incredulous.

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

           JACK
     That's right.

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

The pirates laugh.

           JACK
     I'm a man of my word.

The pirates laugh louder.

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

           BARBOSSA
     I'll torture it out of you.

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

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

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

           JACK
     Wait as long as you like.

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

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

           BARBOSSA
     Track you down and --

He sees where Jack is headed.

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

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

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

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

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

Jack nods.

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

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

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

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

           JACK
     I'll watch my back.

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

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

EXT. INTERCEPTOR - DAY

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

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

Elizabeth holds the medallion, and finishes her tale:

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

She hands him the medallion.

           WILL
     Why would my father send this to
     me?

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

           WILL
     If I had known --

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

Will nods. They hold each other's gaze a moment. Will turns
away first, leans on the rail. Looks out to sea, back the
direction they came.

           WILL
     I can't believe he would make such
     a sacrifice for us.

           ELIZABETH
     I guess you can never truly know
     someone else's heart.

Will glances at her, and nods.

AT THE HELM, Gibbs peers forward, scanning the horizon. There
is a tiny island in front of them.

           GIBBS
     Shift your heading, steer clear of
     that island. Fifteen degrees
     starboard.

On the aft deck, Cotton concentrates on his work, securing a
halyard. Suddenly Cotton's parrot flaps its wings, takes off,
lands on the starboard bulwark, squawking --

           COTTON'S PARROT
     Dead men tell NO tales! Dead men
     tell NO tales! Dead men tell NO
     tales!

Cotton looks up -- on the horizon, following: black sails.
Gibbs and AnaMaria appear, and see the ship.

           ANAMARIA
     Can we outrun them?

           GIBBS
     Not a chance. Make for the reef.

EXT. CARIBBEAN OCEAN - DAY

Miles of blue water. The Interceptor tacks, leaving a long
white wake. The Black Pearl matches it -- gaining.

EXT. BLACK PEARL - DAY

Barbossa and Pintel eye the Interceptor, two hounds chasing
the fox.

           PINTEL
     What's he doing? Is her going to
     run her aground?

EXT. INTERCEPTOR - DAY

The Black Pearl is now close behind the Interceptor -- and the
Interceptor is headed for the island.

           GIBBS
     Drop the forward anchor!

A SAILOR at the stern of the ship pulls a release, and the
ship's anchor races down into the water, the metal chain
jumping and twisting on deck.

The chain stops, and the Sailor locks it --

EXT. CARIBBEAN SEA - DAY

With its forward momentum and the anchor down, the Interceptor
makes to turn quickly, pivoting around the anchor.

EXT. BLACK PEARL - DAY

Barbossa and Pintel watch as the huge ship brings its cannons
to bear right in front of them.

           BARBOSSA
     All hands! Prepare to come about!

But for now, the Interceptor has the advantage, and takes it:
its cannons boom, and cannonballs rain down.

INT. BLACK PEARL - BRIG - DAY

Jack sees what he can out the porthole. In the cell with him is
Twigg, acting as a guard.

           JACK
     Don't hit my ship! I mean, kill
     the lying scoundrel --
        (to Twigg)
     I'm a little conflicted, here.

Twigg just stares.

EXT. INTERCEPTOR - DAY

Elizabeth watches as the Black Pearl comes about -- and then
there is the low, loud RUMBLE of two dozen cannons firing as
one. The Interceptor is hit. A barrage of shots follow; most
find their mark.

Sailors dive for cover, leaving their cannons; clearly they
are overmatched.

EXT. BLACK PEARL - PORT SIDE - DAY

Barbossa laughs.

           BARBOSSA
     Strike your colors, you bloody
     cockroaches!

EXT. INTERCEPTOR - DAY

Another round of fire; Barbossa shows no mercy.

           ANAMARIA
     Looks like they mean to send us
     under.

           GIBBS
     There -- she's raised the Jolly
     Roger, upside down.

AnaMaria, Gibbs, Cotton, even Elizabeth -- all know what this
means. Will doesn't. He looks to Gibbs for an explanation:

           GIBBS (CONT'D)
     It's a signal. If we resist, it
     won't just be death. There'll be
     torture as well.

           WILL
     We're not going to just surrender!

           GIBBS
     That we are.

The Black Pearl fires again, a double-ball shot with a chain
connecting the two. It hits the main mast dead on! A CRACKING,
SPLINTING sound as it breaks, falls to the deck.

Barbossa moves his ship alongside, preparing to board.

           WILL
     We can at least fight -- we might
     be able to kill a few--

           GIBBS
     Will -- it'll go worse for us --
     for Elizabeth, especially -- if we
     fight.

Will stares -- and nods. But his expression is still defiant.

The deck slants; the ship is sinking. Pirates swarm across on
ropes, and take control of the Interceptor.

EXT. BLACK PEARL - MAIN DECK - DAY

The top masts of the H.M.S. Interceptor sink into the smooth
crystal waters of the Caribbean --

-- as Will and Elizabeth, held by pirates, are brought before
Barbossa -- and see that Jack stands beside him, manacled.

Gibbs, AnaMaria and Cotton and the other crewmembers huddle
together.

Barbossa's wrath falls on Elizabeth.

           BARBOSSA
     Welcome back, Miss. Last time on
     board, you played me right clever,
     make pretending and all. I hope
     your stay this time is more
     pleasant. Boys, show her some
     hospitality!

He shoves her into a group of pirates; they yell their
approval. She is pushed from one to another.

This goads Will to action. He head-butts the pirate behind him,
grabs a pistol, waves it at the pirates.

           WILL
     She goes free!

Will leaps onto the ship's rail. He steadies himself with a
hand on the rigging. Points the pistol at Barbossa.

           BARBOSSA
     What's in your head, boy?

           WILL
     She. Goes. Free.

           BARBOSSA
     You've got one shot -- and we can't
     die.

           WILL
     You can't. I can.

He leans out over the ocean.

           ELIZABETH
     No!

Jack pushes forward.

           JACK
     Will -- don't do anything stupid!
     Don't say anything stupid --

           WILL
     My name is Will Turner, the son of
     Bootstrap Bill Turner. His blood
     runs in my veins.
        (raises the gun to his
        head)
     You need my blood. And on my word
     I will pull this trigger, and sink
     all the way down to Davy Jones'
     Locker!

Pintel squints at Will; the pirates murmur surprise.

           TWIGG
     It's true -- he's the spittin'
     image of Old Bootstrap. Even talks
     the same!

Jack drops his head. Barbossa grins at him.

           BARBOSSA
     Looks like your back to having
     nothing to offer.

           PINTEL
     And he's got Old Bill's courage.
     A curse on him, and you!

Barbossa steps forward.

           BARBOSSA
     Enough of that!
        (to Will)
     Name your terms.

           WILL
     Elizabeth goes free!

           BARBOSSA
     We got that part. Anything else?

           WILL
     And Jack. And the crew. Free and
     unharmed. If you agree ... then
     ... I will remain with you.

Barbossa considers; his crew waits. Finally --

           BARBOSSA
     Agreed. You have my word, as a
     gentleman of fortune --

           ELIZABETH
     Will -- you can't trust him.

           WILL
     You must swear by the Holy Bible.

           BARBOSSA
     Eh? You have my word, then -- on
     the Good Book, I do swear, and the
     Lord spare my worthless soul.

Barbossa crosses himself, as do many of his men.

Will lowers his gun ... steps downs -- the pirates surround
him. They snatch away the pistol.

          BARBOSSA (CONT'D)
     Boatswain! Take your captives
     belowdecks. Chain them in the
     galley, and teach 'em how to row.

Gibbs, AnaMaria, Cotton and the rest are led away under guard.
Barbossa looks out to sea, toward the islet.

          BARBOSSA (CONT'D)
     Hah. Look there. That's the very
     same island we made Jack governor
     of on our last trip.
        (nods)
     When you sail the open sea as long
     as I, you learn to trust the signs
     fate sends your way.

          GIBBS
        (dejected)
     Amen to that ...

          BARBOSSA
     Jack, Elizabeth ... I'm a man of
     my word and you're to be set free,
     right quick.
        (loudly)
     Men, break out the plank!

A CHEER goes up from the pirates. Will realizes what Barbossa
intends to do, struggles with captors.

          WILL
     No! You gave your word!

          BARBOSSA
     Quite, boy, or you'll lose your
     tongue. Those as know me know I
     wouldn't cross my word, and bring
     down bad luck on the ship.
        (nods)
     I agreed to set them free. I
     didn't when ... nor where.

EXT. CARIBBEAN SEA - DAY

The Black Pearl lies at anchor, closer now to the islet.

EXT. BLACK PEARL - MAIN DECK - DAY

Jack, wrists still bound, stands in the classic 'walking the
plank' pose. Elizabeth is next in line. Pirates crowd the
ship's rail to watch.

           JACK
     It's pure evil to make a Captain
     walk the plank of his own ship,
     twice in one lifetime. No good can
     come of it.

           BARBOSSA
     Now, Jack. That reef is less than
     a league distant. It's a square
     deal all around, and you can't hope
     for better.

           JACK
     Someone needs to cut these bonds,
     then.

Barbossa smiles, shows a pistol. Points it at Jack.

           BARBOSSA
     You'd best take a swim, Jack.

           JACK
     The last time you do this, you left
     me a pistol, with one shot.

The pirates mutter agreement.

           PINTEL
     That's proper, sir, according to
     the code.

           BARBOSSA
     By the powers, you're right!
        (turns around)
     Where's Jack's pistol? Who's got
     it? Bring it forward!

           JACK
     A gentleman might give us two
     pistols, seeing as there are two
     of us, this time.

A pirate hands Jack's pistol to Barbossa.

           BARBOSSA
     Tell you what. I'll give you one
     pistol, and let you be the
     gentleman, and shoot the lady, and
     starve to death yourself!
        (grins)
     That is, presuming you're not both
     drownded.

The pirates laugh. Barbossa tosses Jack the pistol -- but over
his head, and down into the water with a splash.

           BARBOSSA (CONT'D)
     So how did you get off that island,
     anyway?

           JACK
     You can go to your grave not
     knowing.

           BARBOSSA
     That's fair.

Jack glares at Barbossa. Then he's prodded with a cutlass,
takes a step out. Reaches the end of the plank -- steps off.

Jack plunges down into the water. Appears on the surface,
floundering, struggles to stay afloat. Will and Elizabeth
exchange helpless looks; there is nothing they can do.

           BARBOSSA
     The lady's next. But first, I'll
     be wanting that dress back, if you
     please.

Elizabeth hesitates ... then strips it off, leaving her in a
silk slip. She throws it at him.

           ELIZABETH
     Here -- it will go well with your
     blackheart!

Barbossa indicates the plank.

           ELIZABETH (CONT'D)
     I will not walk into the ocean.
     You'll have to throw me in!

Barbossa raises an eyebrow, grins, nods.

           BARBOSSA
     Have at her, lads!

The pirates rush to comply. Lift her up, toss her over the rail
-- with a scream she falls --

EXT. CARIBBEAN SEA - UNDERWATER - DAY

We follow Elizabeth amid foam and bubbles as she PLUNGES down
through the water. Blue and clear, with streaks of sunlight
cutting down; bright coral and tropical fish, and a lovely
young woman in a silk dress ... if it weren't for the mortal
danger, the scene could be described as gorgeous.

Elizabeth spots Jack, below her now, sinking, struggling. She
swims down ... unties his bonds.

Elizabeth starts for the surface. Inexplicably, Jack swims the
other way, further down into the depths.

EXT. CARIBBEAN SEA - DAY

Elizabeth breaks the surface, looks around. And then, finally
Jack appears, sucking in air. He shows what he went after: his
pistol. He tucks it into his shirt.

           ELIZABETH
     You went back for that? We need to
     head for the reef!

She starts swimming. Jack hesitates. The Black Pearl is already
underway; he stares at it.

           JACK
     That's the second time I've had to
     watch that man sail away with my
     ship.

He turns away, and swims after Elizabeth.

EXT. ISLET - BEACH - DAY

CLOSE ON: The surf line. Elizabeth's feet leave prints in the
sand ... and then meet up with matching footprints she made
earlier, going in the same direction. She has walked all the
way around the island.

           JACK (O.S.)
     Not all that big, is it?

Jack lays on the beach. He has dismantled his pistol; the parts,
ball and powder dry on his scarf.

           ELIZABETH
     Has it changed since the last time
     you were here?

           JACK
     The trees are taller.

Jack checks to see if the pistol parts are dry; they are. He
sets about re-assembling and loading his pistol.

           ELIZABETH
     I hope you have no intention of
     using that.

Jack has finished putting his pistol back together. He shoves
it in his belt, walks off.

           JACK
     Not yet. Ask me again in a few
     weeks.

Elizabeth can't believe it.

           ELIZABETH
     Captain Sparrow! We have to get
     off this island -- immediately!

           JACK
     Don't be thinking I'm not already
     working on it.

He climbs up toward a clump of palm trees. Digs for something
beneath the sand. He finds it: a large iron ring.

           ELIZABETH
     What is that? Is there a boat
     under there?

Jack heaves the trap door up and over, revealing a pit. Inside
are barrels and bottles of rum ... all covered with dust and
cobwebs, long abandoned. Jack's face falls.

           ELIZABETH (CONT'D)
     What? What's wrong? How will this
     help us get off the island?

           JACK
     It won't. It won't, and so we
     won't.

He jumps down into the pit, cracks open a bottle of rum, takes
a swig.

           ELIZABETH
     But ... you did it before! Last
     time --

           JACK
     Last time, I was here a grand total
     of three days. Last time, the
     rumrunners who used this island as
     a cache came by, and I bartered
     passage off. But from the looks of
     this, they've been out of business,
     and so that won't be happening
     again.
        (takes another swig)
     We probably have your friend
     Norrington to thank for that.

           ELIZABETH
     So that's it? That's the secret
     grand adventure of the infamous
     Jack Sparrow? You spent three days
     on the beach drinking rum?

           JACK
     Welcome to the Caribbean, love.

He gathers up a few bottles, heads for the beach.

           JACK (CONT'D)
     You should look at our contretemps
     this way: we've got shade trees,
     thank the Lord. We've got some
     food on the trees, thank the Lord
     again. And we've got rum, praise
     the Lord. We can stay alive a
     month, maybe more. Keep a weather
     eye open for passing ships, and our
     chances are fair.

           ELIZABETH
     A month? Will doesn't have a
     month! We've got to do something
     to help him!

           JACK
     You're right.
        (hoists the bottle)
     Here's luck to you, Will Turner.

He drinks -- and difiantly returns Elizabeth's angry gaze. But
then turns away, sits down.

           JACK (CONT'D)
     Don't be thinking I'm happy about
     this, Elizabeth. But I see no use
     in wailing and gnashing my teeth
     over that which I can do nothing
     about.

           ELIZABETH
     Not when you can drink instead, at
     least.

Jack tosses her a bottle.

           JACK
     Try it. It goes down rough, but it
     goes down -- and the second swig
     goes down easier.

Elizabeth considers. Comes to a decision. She unseals the
bottle, takes a swig. They sit in silence for a bit.

           ELIZABETH
     And you will call me Miss Swann.

Jack toasts her: you got it. Elizabeth studies her bottle ...
gives Jack a sidelong glance. Back to her bottle ...

           ELIZABETH (CONT'D)
        (under her breath)
     Drink up me hearties, yo ho ...
 
           JACK
     What? What was that?
        (Elizabeth smiles)
     Something funny, Miss Swann?
     Share, please.

           ELIZABETH
     Nothing ... it's nothing. Just ...
     I'm reminded of a song I learned as
     a child. A song about pirates.

           JACK
     I know a lot of songs about
     pirates, but none I'd teach a
     child. Let's hear it.

           ELIZABETH
     Oh, no ... it's silly. Back in
     England we didn't know a thing
     about pirates, really. They seemed
     so romantic and daring --

Jack likes the way that sounds.

           ELIZABETH (CONT'D)
        (looks at him)
     That was before I met one, of
     course.
    
           JACK
     Now I must hear this song. An
     authentic pirate song. Have at it.

           ELIZABETH
     Well, perhaps ... with a bit more
     to drink, I might ...

           JACK
     More to drink!

He gathers two more bottles, tosses one to her. She drops her
half-finished bottle to catch it. Opens it, takes a sip.

           JACK (CONT'D)
     Well?

Elizabeth clears her throat, begins to sing self-consciously,
becoming stronger as she goes on.

           ELIZABETH
     We pillage, we plunder, we rifle,
     we loot, Drink up me hearties, yo
     ho.

She gestures for him to drink. He does.

           ELIZABETH (CONT'D)
     We kidnap and ravage and we don't
     give a hoot, Drink up me hearties,
     yo ho --

EXT. ISLET - BEACH - LATER - NIGHT

The middle of the night. A fire BLAZES. Jack and Elizabeth are
roaring drunk, arm in arm, singing the song all the way up to
the stars --

           JACK/ELIZABETH
     Yo ho, yo ho, a pirate's life for
     me! Yo ho, yo ho, a pirate's life
     for me!

           JACK
     I LOVE this song!
        (sings)
     Yo ho, yo ho, a pirate's life for
     me! We're beggars and blighters,
     ne'er do well cads, Drink up me
     hearties, yo ho!
        (gives it a touch of
        Irish ballad)
     Aye but we're loved by out mums
     and our dads. Drink up me
     hearties, yo ho!

They hoist their bottles, but only Jack drinks. He drains the
bottle, then tosses it away.

           JACK
     When I get the Black Pearl back,
     I'm going to teach it to the whole
     crew, and we'll sing it all the
     time!

           ELIZABETH
     You'll be positively the most
     fearsome pirates to sail the
     Spanish Main.

Elizabeth salutes the idea with her bottle. Jack doesn't have
a bottle to salute back. She hands him hers. He drinks, then
settles shakily to the ground. Elizabeth sits beside him.

           JACK
     Not just the Spanish Main. The
     whole ocean ... the whole world.
     Wherever we want to go, we go.
     That's what a ship is, you know.
     Not just a keel and a hull and a
     deck and sails. That's what a ship
     needs ... but what a ship is --
     what the Black Pearl really is ...
     is freedom.

Elizabeth lays her head on his shoulder.

           ELIZABETH
     Jack, it must be so terrible for
     you, to be trapped here on this
     island, all over again.

           JACK
     Ah, well ... the company is better
     than last time. And the scenery
     has definitely improved.

           ELIZABETH
        (coy)
     Mr. Sparrow! I'm not sure I've had
     enough rum to allow that kind of
     talk.

           JACK
     We've got a few bottles left ...
     and we've yet to tap the kegs.

Elizabeth shrugs with a sleight -- but promising -- smile. She
picks up the empty bottle from the ground, holds it up.

           ELIZABETH
     To freedom.

           JACK
     To the Black Pearl.

They tap the bottles together. Elizabeth feigns a drink as he
chugs. He taps his bottle against hers again. She laughs,
feigns another drink --

EXT. ISLET - BEACH - MORNING

CLOSE ON -- JACK'S FACE, dead asleep, lying in the sunlight.
His nose twitches. A bit of SMOKE drifts by. His nose twitches
again. His eyes open.

Jack GROANS and sits up. He rubs his head, looks over --

-- all of the foliage in the middle of the island is ON FIRE.
Smoke rises high up into the clear blue sky.

Jack leaps to his feet. He sees Elizabeth, as she pours out the
last of the rum, dowsing a scrub brush at the base of a palm
tree. It goes up in FLAMES. She rolls the barrel forward -- it
starts to BURN merrily.

Jack can't believe his eyes.

           JACK
     What are you doing? You've burned
     our food, the shade -- the rum!

           ELIZABETH
     Yes, the rum is gone.

She wipes her hands together. One of the rum barrels in the
fire EXPLODES.

           JACK
     Why?

           ELIZABETH
     One, because it is a vile drink
     that turns even the most
     respectable men into scoundrels.
     Two --

She points to the sky.

           ELIZABETH (CONT'D)
     That signal is over a thousand feet
     high, which means it can be seen
     for two hundred leagues in every
     direction. The entire Royal Navy
     is out to sea looking for me -- do
     you think there is even a chance
     they could miss it?

           JACK
     You -- you burned up the island,
     for a one-time chance at being
     spotted?

           ELIZABETH
     Exactly.

Elizabeth turns toward the sea.

           ELIZABETH (CONT'D)
     Just you wait, Captain. In an
     hour, maybe two, keep a 'weather
     eye open' and you'll be seeing
     white sails on that horizon!

She sits down, determined. Shields her eyes, scans the water,
waiting, searching. Jack is speechless. He throws up his hands,
stalks up the sand dune, just to get away from her.

EXT. ISLET - LEEWARD SHORE - DAY

At the crest of the dune, Jack stops -- and stares, incredulous.
We come around to see what he is looking at --

Past Jack, anchored on the other side of the island, white
sails glorious against the turquoise waters, is the H.M.S.
Dauntless. A longboat is already being rowed toward them.

Jack shakes his head.

           JACK
     They'll be no living with her after
     this.

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

Norrington gives Elizabeth a hand disembarking from the raised
longboat.

           NORRINGTON
     Elizabeth, I'm relieved you're
     safe.
        (re: Jack)
     Clap him in irons. And behind his
     back this time.

           ELIZABETH
     Commodore, you can't do that!

           NORRINGTON
     You're speaking up for him again?

           ELIZABETH
     He can locate Isla de Muerta -- but
     I doubt he'll be willing to help us
     from the brig.

           JACK
        (she's right)
     We had time to get to know each
     other.

           NORRINGTON
     We are bound for Port Royal, not
     Isla de Muerta.

           ELIZABETH
     No. The pirates have taken Will --

           NORRINGTON
     Your father is frantic with worry.
     Our mission was to rescue you and
     return home. That is what we shall
     do. Mr. Turner's fate is
     regrettable. But so was his
     decision to engage in piracy.

           ELIZABETH
     Commodore, please!

           JACK
     Norrington, think about it ... the
     Black Pearl, its captain and crew
     ... the last pirate threat in the
     Caribbean. How can you pass that
     up?

           NORRINGTON
     By remembering that I serve others,
     not only myself.

           ELIZABETH
     Commodore, I beg you -- please do
     this ... for me. As a wedding
     gift.

           NORRINGTON
     I am to understand that you will
     accept my marriage proposal on the
     condition I rescue Mr. Turner?

           ELIZABETH
     Not as a condition -- a request.

Norrington considers. To Gillette:

           NORRINGTON
     Free Mister Sparrow, and prepare to
     come about. He'll give you our
     heading.

Gillette unlocks Jack's manacles. Jack raises an eyebrow.

           JACK
     Congratulations, sir.

Crew men lead Jack toward the bridge. Sailors go about their
tasks, and the ship begins its slow turn.

           NORRINGTON
     Elizabeth, I hereby withdraw my
     proposal.

           ELIZABETH
     What?

           NORRINGTON
     I know where your heart truly lies.
    
Elizabeth looks at Norringtom, seeing him in a new light.

           ELIZABETH
     And now I know ... where yours
     does, as well.

They gaze at each other a moment. Norrington looks away.

           NORRINGTON
     You may seclude yourself in my
     cabin. I'm afraid we do not have
     any ladies' clothing aboard.

           ELIZABETH
     Then I can wear men's clothing.

           NORRINGTON
     That would hardly be proper.

           ELIZABETH
     Well, I am not going to stay hidden
     in some cabin, or I suppose it's
     going to be heaving bosoms and bare
     for the remainder of the voyage!

Norrington is exasperated, but then can't help but grin -- this
is exactly why he loves her. She grins back at him -- she's not
going to change.

           NORRINGTON
     Murtogg, take our guest below, and
     find her some trousers, and a
     shirt.

Elizabeth smiles, allows herself to be escorted away.
Norrington watches her go ... then turns his gaze to the sea.

INT. THE BLACK PEARL - BRIG - DAY

Pintel enters the cell. It appears empty -- but that's because
Will is hanging from the rafters, trying to shove up the
ceiling planks with his legs.

           PINTEL
     That ain't going to work. That's
     the gun deck above yea.

Will drops lightly to the deck. Suddenly:

           WILL
     What happened to William Turner?

           PINTEL
     Ah, William Turner. Stupid
     blighter. He threw in with us
     after we relieved Jack Sparrow of
     his captaincy, but turned out, it
     never sat well with him --
     particularly after we found Cortes'
     treasure, and its peculiar
     condition. He thought we deserved
     to be cursed, for leaving ol' Jack
     to the fate we did. That's why he
     sent off a piece of the treaure --
     to you, as it were: so it would
     never be recovered, and so cursed
     we remain.

           WILL
     And then he ran. And he's hiding
     out someplace where you haven't
     been able to find him.

           PINTEL
     That's a nice thought, to be sure,
     and I wager your da wishes he'd
     thought it hisself. But, no. See,
     what he'd done, didn't sit too well
     with Captain Barbossa ... so he
     chained a cannon to his legs and
     dumped him over.

Will reacts with shock at the account of his father's fate.

           PINTEL
     Yep, last I saw of Bootstrap Bill,
     was his face looking up, as he
     sank down to the crushing black
     oblivion of Davy Jones' locker.
        (sighs)
     It was only after, we found out we
     needed his blood to solve the
     curse. That's what you call
     ironic.
    
Barbossa appears behind Pintel, flanked by several others
pirates. He regards Will for a moment, then:

           BARBOSSA
     Bring him.

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

Jack goes to the rail and waits, pretending to look out at the
sea. Elizabeth, dressed in sailor's clothes to excellent
effect, joins him.

           ELIZABETH
     You didn't tell Commodore
     Norrington everything.

           JACK
     Nor did you, I noticed.

           ELIZABETH
     He might delay the rescue ... and
     that would be too late.

           JACK
     Exactly.
   
           ELIZABETH
     These men will be facing an enemy
     that seemingly cannot be killed.

           JACK
     I have a plan. If it succeeds,
     then any battle will be decidedly
     brief ... and one-sided.

           ELIZABETH
     What's your plan?

           LOOKOUT (O.S.)
     LAND HO!

Isla de Muerta lay dark and menacing on the horizon.

           NORRINGTON
     Elizabeth -- below decks. I will
     not compromise your safety.

She starts to speak; he turns away.

           NORRINGTON (CONT'D)
     Lieutenant, escort Elizabeth to my
     quarters, and make sure she stays
     there.

Norrington gazes through his spyglass, at the island. Jack
watches with some amusement as Elizabeth is escorted away.

           NORRINGTON (CONT'D)
     I don't like the situation, Mister
     Sparrow. The island is riddled
     with caves. I will not put my men
     at a disadvantage.

           JACK
     Funny, I was thinking along those
     lines. How about you let me go in
     alone, and while you're setting up
     an ambush, I'll trick the pirates
     out to you.

           NORRINGTON
     You would do that?

           JACK
     They left me stranded. Twice.
     What have you got to lose?

           NORRINGTON
        (looks at him)
     Nothing I wouldn't be please to be
     rid of.

           JACK
        (smiles)
     I knew you'd listen to reason!

EXT. ISLA DE MUERTA - CAVE ENTRANCE - EVENING

Torches are lit. Barbossa leads Will, guarded by Pintel and a
band of pirates, into the caves.

INT. H.M.S. DAUNTLESS - MAIN DECK - NIGHT

A longboat is prepared to be lowered over the side. Jack wraps
his pistol securely in an oilskin pouch.

           JACK
     That chart I drew up'll get you
     past the reefs. If you're
     steersman's good enough, that is.

           NORRINGTON
     I'll be at the wheel myself.

           JACK
     I'll slip in, talk them into to
     come out, and you'll be free to
     blow holy high heaven the whole lot
     of them.

The crewmen release the lines, and the boat drops --

INT. ISLA DE MUERTA - CAVES - NIGHT

The pirate group moves deeper into the caves. Will moves along
unwillingly.

           PINTEL
     No reason to fret. It's just a
     prick of the finger and a few drops
     of blood.

           BARBOSSA
     Turner blood doesn't flow pure in
     his veins.
        (grins)
     Best play it safe, and spill it
     all.

           PINTEL
     I guess there is a reason to fret.

EXT. ISLA DE MUERTA - NIGHT

The Dauntless drifts into the lagoon. Norrington and his men
prepare to go ashore.

INT. ISLA DE MUERTA - CAVES - NIGHT

Lit by torchlight. Will notices: a crack runs between the floor
and the wall of the cave, widening into a ravine.

           BARBOSSA
     Careful, now. You could fall in
     and still be wonder'n when you'll
     hit dirt.

Will makes a decision. He intentionally stumbles. Pintel shoves
him forwad -- Will continues forward, grabs the pirate in front
of him, swings him into the wall of the cave. Catches the
pirate's torch, and uses it to ward off the others.

           WILL
     You deserve to be cursed -- and
     remain cursed!

He steps to one side -- and drops into the ravine. The wall of
the ravine becomes a loose gravel slope; Will hits it, and
tumbles down, disappeats into black.

           BARBOSSA
     Blast him! A pox on him, and his
     father, and the whole damnable
     line! Fan out! Find him!

INT. DAUNTLESS - CAPTAIN'S QUARTERS - NIGHT

Elizabeth looks out the Captain's small porthole -- sees boats
laden with Navy men headed for shore.

She turns away from the porthole, wishing there was something
she could do. Suddenly there is a flutter at the window --

Cotton's parrot is there.

           COTTON'S PARROT
     Drink UP me hearties yo ho! Drink
     UP me hearties yo ho!

The bird flutters off; Elizabeth races to the porthole, and
then to the stern window to see it fly away.

She looks down -- and there, fastened to the stern of the ship,
is a small rowboat.

INT. ISLA DE MUERTA - CAVES - NIGHT

Will races forward, turning this way and that. He sees a light
ahead, heads for it, turns a corner --

-- and runs straight into Jack.

           JACK
     Do you have any idea where you're
     going?

           WILL
     Jack!

           JACK
     Don't talk. These caves magnify
     sound. Just follow me.

EXT. ISLA DE MUERTA - THE BEACH - NIGHT

Norrington and men land on the beach, and spread out. They
silently take up positions around the main cave entrance.

INT. CAVES - NIGHT

Jack leads Will out of a narrow passage -- and stops, staring.
Will is a few steps behind.

           WILL
     Are you certain this is the right
     way?

           JACK
     It's the right way.

Will joins him -- and sees what Jack is staring at:

Treasure piled on treasure, sparkling, glowing, seemingly
endless. At the center is the moonlit clearing, and the stone
Aztec chest.

           BARBOSSA
     Thank you, Jack Sparrow.

They jump -- Barbossa is standing right behind them, flanked by
his men. The trio whirl to run -- more pirates emerge from
hiding. Nearly the entire crew of the Black Pearl is there.

The pirates grab Will and Jack. Will struggles, but Jack does
not fight at all.

           BARBOSSA (CONT'D)
     You couldn't have led him back more
     directly if you knew exactly where
     you were going.

He laughs, and moves toward the stone chest. The pirates
follow, dragging Will and Jack with them.

           WILL
     You did know where you were going!
     You did lead us directly to them!
        (Jack's silence
        confirms it)
     Why?

Jack looks away -- as Will is manhandled toward the chest.
Barbossa steps up to him (becoming skeletal in the moonlight)
and puts the medallion around Will's neck.

He picks up the stone knife.

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

He raises the knife to Will's throat --

           JACK
     You don't want to be doing that.

Barbossa pretends to think about his words.

           BARBOSSA
     No, I really think I do.

           JACK
        (shrugs)
     All right then.

That makes Barbossa pause. He steps out of the moonlight.

           BARBOSSA
     Why don't I want to do this?

           JACK
     Because, right about now, the
     H.M.S. Dauntless is lying in wait
     in the harbor.

           WILL
     Jack!

           JACK
     -- and its guns and crew will cut
     you and your men to pieces the
     moment you step outside these
     caves.

A buzz of apprehension sweeps through the pirates.

           PINTEL
     Do you believe him?

           BARBOSSA
     No.
        (indicates Will)
     But him I believe. He us genuinely
     angry.

           JACK
     You've no hope of surviving
     Norrington's attack ... that is,
     if you're mortal.

           BARBOSSA
     What're you suggesting?

Jack shakes off the hands holding him, strolls toward Barbossa,
Will, and the chest of coins.

           JACK
     Simple. Don't kill the boy yet.
     Wait for a more opportune moment.

Will glares, listening to every word he says. Jack scoops up a
handful of coins from the chest.

           JACK (CONT'D)
        (drops the coins one-
        by-one back into the
        chest)
     Like after you've killed ... Every
     ... Last ... One ... of
     Norrington's men.

           BARBOSSA
     I can't help wondering, Jack, why
     you're being so helpful and all?
     Last time you did that, it didn't
     end well for you.

           JACK
     The situation has changed.

           BARBOSSA
     That so?

           JACK
     Aye. See, after you're done with
     the Royal Navy, you'll have a bit
     of a problem: the H.M.S. Dauntless.
     There you'll be, with two lovely
     ships on your hands, and what to
     do? Of course you'll decide you
     deserve the bigger one, and who's
     to argue? The Dauntless a first-
     rate ship-of-line, and with it, you
     can rule the seas.
        (beat)
     But if you're Captain of the
     Dauntless, who's left for the Black
     Pearl?

Jack smiles and spreads his hands: me.

           JACK (CONT'D)
     I sail for you as part of your
     fleet, I give you fifteen percent
     of my plunder, and you get to
     introduce yourself at tea parties
     and brothels as 'Commodore
     Barbossa.'
        (sticks out his hand)
     Do we have an accord?

Barbossa licks his lips. It's tempting ...

           JACK (CONT'D)
     Now, you can take care of the
     Dauntless, right?

           BARBOSSA
     Men! Are you up for it?

The pirates yell to the affirmative.

           BARBOSSA (CONT'D)
     Mr. Pintel, select five men to stay
     here. Take the rest of the men out
     ... not through the caves.

Jack's expression falters; this he hadn't planned for.

           JACK
     There's ... another exit?

           BARBOSSA
     Aye, for us there is.

EXT. LAGOON - UNDERWATER - NIGHT

Moonlight shines down into the shallow waters, brightening
coral, sparkling over the rippled sand floor.

Suddenly all the fish SCATTER. Briefly, the waters are empty.

And then FIGURES appear in the distance, seeming to waver in
the shifting current. They scuffle forward, kicking up clouds
of sand --

The figures resolve into the skeleton PIRATES, moving silently
across the lagoon floor, swords glinting. The tatters of their
clothing drift in the water. Their skull heads are fixed in an
endless grin.

The LEAD PIRATE glides forward --

And stops next to a huge iron ANCHOR -- twice his height, even
buried halfway into the sand. A heavy CHAIN with barrel-sized
links climbs up toward the surface --

A SHADOW falls across the Lead Pirate -- he TRANSFORMS, and we
see that it is Pintel. He looks up --

Above, the heavy chain leads to the giant bottom hull of the
H.M.S. Dauntless, silhouetted by moonlight.

The huge shift drifts, again spilling moonlight below --

And the pirates gathered around the anchor are once again
SKELETONS, staring with upturned faces. The Pintel-skeleton
puts a knife between his teeth, starts to crawl up the iron
rings.

Other pirates crowd forward, and soon the anchor-chain is
clustered with skeletons --

EXT. LAGOON - NIGHT

Elizabeth has the small boat out, and rows away from the
Dauntless, looking ahead over her shoulder. Cotton's parrot is
nowhere to be seen.

In the distance, Pintel breaks the surface near the Dauntless,
intent on climbing the anchor; he looks over --

Just as Elizabeth rounds the point, and rocks obscure the small
longboat from view.

More skeleton-pirates appear, and Pintel continues his climb.

EXT. LAGOON - DAUNTLESS - NIGHT

Two SAILORS, alert and vigilant, stare out toward shore. The
island reveals nothing but blackness.

There is a scurrying sound -- bones scraping against wood --
and the sailors JUMP. They listen, intently -- nothing.

           TALL SAILOR
     Ship rats. Big ones.

           SHORT SAILOR
        (nods)
     Hate those things.

They turn back toward the island, continue their vigil. A long
pause.

           SHORT SAILOR (CONT'D)
     Taste all right, though.

           TALL SAILOR
     That they do.

>From behind, the two sailors at the rail are well-lit by a
lantern. Suddenly shadows appear, skeletons, climbing up the
sailor's backs. MOVE CLOSER and then the skeletons appear,
reaching -- the two sailors are grabbed from behind --

EXT. DAUNTLESS - SIDE - NIGHT

Two bodies are tossed out over the rail, hit the water with a
splash.

EXT. DAUNTLESS - SIDE - NIGHT

Pintel looks down into the water, satisfied. Puts away his
knife. Notices, pulls out a long piece of seaweed from his rib
cage. Tosses it. Turns to the others.

           PINTEL
     Be quick, now. Train the starboard
     guns on the beach, and set your
     aim. Wait for my signal, we don't
     want to spook them.

The pirates hurry to comply --

EXT. LAGOON - BLACK PEARL - NIGHT 
        
Elizabeth rounds the point further, and sees: the Black Pearl,
anchored in the neighboring cove. A fleck of color -- Cotton's
parrot, as it darts through a porthole.

Elizabeth slows her efforts, silently approaching the ship.

EXT. BLACK PEARL - MAIN DECK - NIGHT

Four PIRATES -- who really ought to be keeping watch -- instead
have gathered wine bottles and rum casts into a pile, along
apples, biscuits -- all the food on the ship.

They act out a mock-feast, in anticipation of the curse being
lifted. A SKINNY skeleton offers two bottles to a BIG BONES
skeleton.

           SKINNY
     Which would you prefer first, good
     sir -- rum, or wine?

           BIG-BONES
     I believe I'll have a spot o' rum,
     if you don't mind, and thank'ee
     kind sir!

They burst out laughing -- a hideous sound that wheezes through
their bones.

Behind them, unnoticed, Elizabeth peeks catiously around a
corner. She picks her moment and sneaks past quickly, down a
gangway, disappearing into the darkness of the ship.

EXT. ISLA DE MUERTA - BEACH - NIGHT

Gillette crouches, running low behind a line of rocks. He
reports to Norrington:

           GILLETTE
     All the men in place, sir. Ready
     to fire.

           NORRINGTON
     Wait for my order -- what the
     blazes is that?

It's the sound of cannon fire -- coming from the Dauntless.
Cannonballs hit the shore; men cry out in anguish.

           NORRINGTON (CONT'D)
     Men! Take cover!

The sailors scramble to find refuge --

INT. ISLA DE MUERTA - MAIN CAVERN - NIGHT

Will, guarded by pirates, glares at Jack.

           WILL
     You've been planning this from the
     beginning. Since you learned my
     name.

Jack takes the opportunity to move toward him.

           JACK
     Oh, please -- did I really seem
     that clever?

Before Will can answer, Jack smoothly slips the sword from a
Pirate's scabbard -- tosses it to Will, who catches it despite
his sursprise.

           JACK (CONT'D)
     Use it well. 

He draws his own sword -- and clobbers the Pirate. Barbossa and
the other pirates stare in shock --

           BARBOSSA
     Confound it, Jack -- I was actually
     beginning to like you!

Swords are drawn, and the Pirates attack.

Jack and Will take on multiple opponents, each with his own
style: Will parries, glissades and dissarms with lightening
fast and perfect form, while Jack uses his blade, fists,
acrobatics and anything within reach to survive.

EXT. ISLA DE MUERTA - BEACH - NIGHT

The sailors charge. The moon emerges from behind a cloud --

Suddenly an army of SKELETON PIRATES rise up from the sea, and
charge the stunned sailors -- several men are struck down --

           NORRINGTON
     Steady, men! Remember -- we're the
     Navy!

The sailors recover their nerve, and engage the enemy. It's a
full on battle, Royal Navy against Skeleton Pirates --

The Navy men are driven back, surrounded --

Suddenly there is a massive BOOM of cannon fire. Norrington, in
the midst of of a swordfight, tries to see --

           NORRINGTON (CONT'D)
     What is happening out there?

EXT. LAGOON - NIGHT

It's the Black Pearl, manned by Gibbs, AnaMaria and Cotton, and
captained by Elizabeth, coming around the point, cannons
blazing --

EXT. ISLA DE MUERTA - BEACH - NIGHT

Gillette sees the Black Pearl firing on the Dauntless.

           GILLETTE
     They're on our side! Take heart,
     men!

The Royal Navy stand their ground and fight --

INT. CAVE - MAIN CAVERN - NIGHT

Only two pirates left: Barbossa and Jacoby. Jacoby rounds on
Will; Barbossa faces off against Jack.

           BARBOSSA
     Just so you know, Jack -- I don't
     think you're that clever. I think
     you're a fool. A mortal fool.

           JACK
     Remarkable how often those two
     traits coincide.

Jack drives him back, making Barbossa laugh.

           BARBOSSA
     You can't beat me, Jack.

To prove his point, he drops his own sword -- and catches
Jack's sword with both hands. Jack can't free it. Barbossa
twists the sword from Jack's grip, reverses it --

-- AND DRIVES THE SWORD INTO JACK'S CHEST.

Will battling Jacoby, sees it -- he smashes Jacoby in the jaw,
crumpling him.

           WILL
     Jack!

Jack stares down at the sword jutting from his chest. He takes
a few steps backward, toward the Aztec gold -- when he steps
into the moonlight, JACK BECOMES SKELETAL.

           JACK
     Well, isn't that interesting.

Skeleton Jack pulls the sword from his chest. He pulls
something from his pocket: one of the Aztec coins.

           JACK (CONT'D)
     They're so pretty, I just couldn't
     resist stealing one. It's a curse,
     I guess.

Barbossa grabs up his sword, and rushes Jack. Both men are
in moonlight now, two skeletons in pitched battle.

           BARBOSSA
     So what now, Jack Sparrow? Are we
     to be two immortals, locked in epic
     battle until the trumpets of
     Judgement Day?

           JACK
     Or you could surrender.

He shoves Barbossa back, out of the moonlight. Barbossa stalks
the room, his attention focused on Jack.

           BARBOSSA
     Or I could chain you to a
     cannonball and drop you in the
     deepest part of the ocean, where
     you can contemplate your folly
     forever.

Barbossa charges --

A SHOT RINGS OUT --

Jack stands out of the moonlight, flesh and blood again,
holding his smoking pistol, still aimed at Barbossa.

           BARBOSSA (CONT'D)
     Hah. Ten years you carried that
     pistol, and you end up wasting your
     shot.

           WILL
     He didn't waste it.

Will stands over the Aztec chest, holding a bloody sword, his
left hand in a fist. He opens the fist --

-- the medallion, blood covering it, drops from his hand,
revealing the cut in his palm.

Barbossa stares, then looks down at his chest. Blood blossoms
on his shirt around the bullet hole. It spreads quickly.

Barbossa clutches his chest, his face registering pain for the
first time in years. Barbossa falls heavily to the ground,
dead. 

Jack blows the smoke from the barrel of his pistol ... tosses
it away.

EXT. ISLA DE MUERTA - BEACH - NIGHT

Murtogg FIRES a pistol at a pirate. The pirate is hit, screams
in pain, and crumples to the ground. Mullroy runs through
another pirate with a sword.

The pirates react to the sight, and quickly realize their
peril. They set their weapons down in surrender.

EXT. ISLA DE MUERTA - LAGOON - NIGHT

The Black Pearl comes alongside the Dauntless, and Jack's crew
swarm across, overwhelming the pirates.

The sailors on the beach see it, and CHEER.

INT. ISLA DE MUERTA - CAVE - MAIN CAVERN - NIGHT

Will wraps a cloth around his palm; Jack joins him near the
chest.

           WILL
     Well, you're the worst pirate I've
     ever heard of.
        (smiles)
     You're a man who can be trusted,
     who can be counted on, and who
     can't betray his friends. What
     kind of pirate is that?

           JACK
        (admits it)
     The worst.
        (beat)
     On the other hand, maybe I'm a man
     who can't pass up a chance for
     revenge against the black-hearted
     bastard who stole my ship and left
     me to die in the middle of the
     ocean -- twice! -- and who knows
     how to get what he wants. Now
     that's a great pirate.

Jack cuts his palm, grips the coin he stole above the chest ...
and then hesitates.

Will looks at him ...

Jack releases the coin. It lands in the chest beside the other
bloody coin.

Suddenly, the lid of the chest, all on its own, SLAMS SHUT.
Elizabeth stares at it.

           WILL
     Let's get out of here.

EXT. ISLA DE MUERTA - BEACH - NIGHT - LATER

Jack, Will and Norrington gather together on the beach.
Elizabeth calls out:

           ELIZABETH
     You're all right!

The three men turn as one. An awkward moment -- which of them
does she mean?

Elizabeth races across the sand, toward them -- and straight to
Will. She throws her arms around his neck in a hug.

           WILL
     Miss Swann -- are you wearing
     trousers? And how did you get off
     the island?

Elizabeth can't believe that's what he noticed. Indignant, she
steps away from him.

           ELIZABETH
     Yes, I am wearing trousers. And as
     for how we got off the island --
     ah, that's a grand adventure, but
     now is not the time to talk about
     it.

She reaches a hand behind his neck, decisively kisses him.

           ELIZABETH
     There. And don't you dare tell me
     that wasn't a proper kiss!

           WILL
     Elizabeth, I think it doesn't
     matter that we are of a different
     class --

           ELIZABETH
     It doesn't!

           WILL
     -- but that was not a proper kiss.

Pure consternation on Elizabeth's face --

           WILL (CONT'D)
     This is a proper kiss.

Will sweeps her in his arms, leans her back, and kisses her
long and well --

Jack puts a hand on Norrington's shoulder.

           JACK
     Tough luck. I was rooting for you.

EXT. PORT ROYAL - FORT CHARLES - DAY

Close on: Will's face, stoic, staring forward. He stands
straight and unmoving. Around him are members of the Royal
Navy, standing before for a group of witnesses from town.

It is the courtyard on top of Fort Charles. A trial is underway
-- with Will as the defendant.

           NORRINGTON
     ... and though I do say so with
     regret, the law is clear. The
     penalty for piracy is death by
     hanging.

In the crowd, Elizabeth squeezes the hand of her father, Swann.
She lets go as Swann stands.

           SWANN
     By your leave, I wish to speak on
     behalf of the boy.
        (a glance at Elizabeth)
     It is clear that these deeds were
     performed out of a sincere desire
     to do good, at great personal risk.
     It seems to me, that in rare
     occasion where the right course is
     committing an act of piracy, then
     an act of piracy is the right
     course! 
        (cheers of approval)
     So in my capacity as Governor, I
     intend to grant a pardon to --

           GILLETTE
     Sir!

All eyes turn. Gillette stands at the top of a stairway.

           GILLETTE (CONT'D)
     Jack and his crew have escaped!
        (gasps from the crowd)
     There was no damage to the cell ...
     they must have been set free.

Will and Elizabeth exchange looks. You? Not me, you? No, not me
either! Swann notices something on the parapet, points --

           SWANN
     The Black Pearl!

People rush to the parapet. Sure enough, below in the bay are
the distinctive black sails of the Pearl. The ship cuts through
the waters very close to the point --

-- where the gallows of the pirates are. Suddenly Jack appears,
on the point; he swings off the one empty gallows, across and
down onto the ship's rigging as it passes.

           GILLETTE
     Sir! Shall I break out the
     cannons?

           NORRINGTON
     I don't think that will be
     necessary.

Norrington raises his hand ... twirls a key on his finger.

           NORRINGTON (CONT'D)
     A day's head start. That's all he
     gets.

Will, Elizabeth and Swann look out toward the ocean --

EXT. BLACK PEARL - STERN DECK - DAY

Jack monkeys down the rigging. AnaMaria is at the wheel.

           ANAMARIA
     Capatin Sparrow -- the Black Pearl
     is yours!

Jack runs a hand lovingly along the rail, then takes the wheel.
It feels good -- right -- in his hands. He enjoys it, and then
shifts to 'Captain' mode.

           JACK
     AnaMaria, trim the mainsail!

           ANAMARIA
     Aye, aye, sir!

           JACK
     Mr. Gibbs, organize a cleaning
     detail -- you and Cotton. I want
     every inch of the Pearl spic-and-
     span and ship-shape!

Gibbs actually stomps the deck, executes a salute.

Jack stands at the wheel: he's got his ship back, and all is
right with the world. He begins to unconsciously hum: "Yo, ho,
yo, ho, a pirate's life for me ..."

He realizes what he's doing and smiles, the orchestra takes
over as the Black Pearl sails for uncharted waters ... and we
FADE UP large words in script:

             THE END

FADE OUT and CREDITS ROLL

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