>> / Pirates of the Carribbean

/ Pirates of the Carribbean. .

: / Pirates of the Carribbean.

/ Pirates of the Carribbean

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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