>> / Pirates of the Carribbean

/ Pirates of the Carribbean

: / Pirates of the Carribbean.

/ Pirates of the Carribbean



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.


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, 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 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 --


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 --



-- 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.


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.


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.


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:


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.


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 --


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.


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.


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?


MULLROY You've seen the Black Pearl?


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 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.


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 --


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!


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.


Norrington looks down --


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 --


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 --


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 --


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.


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


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.


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.


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.


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.


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.


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 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.


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.


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.


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.


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.


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.


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 --


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.


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.


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.


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 --


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 --


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 --


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 --


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 --


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 --


Estrella breaks cover, runs for the hall, unnoticed.


-- 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 --


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 --


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 --


The doors give way; the pirates charge through --


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!


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 --


>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.


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 --


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.


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.


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 --


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 --


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.


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.


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 --


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.


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.


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.


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 --


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!


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.




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