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FADE IN:

EXT. CARIBBEAN SEA - DAY

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

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

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

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

ELIZABETH SWANN, strawberry blond hair, stands at the bow
railing, gazing at the seas, still singing --

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

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

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

Elizabeth stares wide-eyed at him.

                        NORRINGTON
           Mr. Gibbs.

NORRINGTON, a dashing young man, Royal Navy to the core,
glares sternly at Gibbs. Standing besides him is GOVERNOR
WEATHERBY SWAN, 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, Captain.
              (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 flask.

                    ELIZABETH
          I think it would be rather
          exciting to meet a pirate.

                    NORRINGTON
          Think again, Miss Swan.   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 pirates  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.

                    SWAN
          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.

                    SWAN

          And that's what concerns me. Elizabeth,
          dear... we will be landing in Port
          Royal very 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! 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 the deck. Sailors use a
boathook to snag the boy he the 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.

                     SWAN

          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.

                    SWAN
          What happened here?

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

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

                    SWAN
          There is no proof of that. It could
          have been an accident. Captain, these
          men were protection. If there is even
          the slightest chance one of those poor
          devils is still alive, we cannot
          abandon them!

                     NORRINGTON
          Of course not, Governor.
              (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.

                    SWAN
          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, then hurry off. Elizabeth kneels
down besides 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.

                    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 means 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.

Norrington arrives.

                    NORRINGTON
          Did he speak?

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

                       NORRINGTON
          Very good.

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

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

It has BLACK SAILS.

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

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

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

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

Elizabeth shuts her eyes tight --

                       EIGHT YEARS LATER

INT. GOVERNOR'S MANSION - ELIZABETH'S BEDROOM

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

But this is no longer twelve-year-old Elizabeth standing 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
besides 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 her chair.

                    SWANN (O.S.)
          Elizabeth? Is everything all
          right? Are you decent?

                    ELIZABETH
          Yes -- yes.

She puts the medallion on, throws on a dressing gown 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
cannon.

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

He opens the boxes, 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, disappears 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 breath.

Estrella is finished.   Elizabeth takes a breath -- and
winces.

A butler appears in the doorway of the room.

                    BUTLER
          Governor? A caller is here for
          you.

INT. GOVERNOR'S MANSION - FOYER - DAY

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

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

The caller turns -- it is WILL TURNER. Handsome, with a
watchful demeanor that gives him 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)

                    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 a little hurt by his
response.

                    SWANN
          Well said! There's a boy who
          understands propriety. Now, we must be
          going.

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

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

                    ELIZABETH
          Good day, Mr. Turner.

EXT. GOVERNOR'S MANSION - DAY

Swann follows Elizabeth out the door.

                      WILL
          Good day.

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

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

IN THE CARRIAGE: Swann glowers at his daughter.

                    SWANN
          Dear, I do hope you demonstrate a bit
          more decorum in front of Commodore
          Norrington. After all, it is only

          through his efforts that Port Royal has
          become at all civilized.

EXT. PORT ROYAL - HARBOR - DAY

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

PIRATES - YE BE WARNED.

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

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

-- and that's when we see that his is 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 dreadnought, 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 mortar in the middle of the main deck. It is tied up at
the Navy landing, at the base of the cliffs below Fort
Charles.

EXT. PORT ROYAL - DOCKS - DAY

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

                    HARBORMASTER
          If you're out 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, strapping 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 say to three
          shillings, and we forget the name?

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

                    HARBORMASTER
          Welcome to Port Royal, Mr. Smith.

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

EXT. FORT CHARLES - DAY

With choreographed precision, 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 by 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.
Discreetly tries to adjust the corset through the material
of the dress, then resumes clapping, trying to hide her
discomfort.

EXT. PORT ROYAL - NAVY DOCK - DAY

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

                     MURTOGG
          This dock is off-limits to
          civilians.

                    JACK
          Sorry, I didn't know.

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

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

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

                    JACK
          This must be some important boat.

                       MULLROY
          Ship.

                       JACK
          Ship.

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

                       MULLROY
          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
          superfluous.

                    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, nigh uncatchable ... the Black
          Pearl?

Mullroy scoffs at the name.

                    MULLR0Y
          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.

                    MULLR0Y
          You've seen it?

                    MURTOGG
          Yes.

                    MULLROY
          You've seen the Black Pearl?

                    MURTOGG
          Yes.

                    MULLR0Y

          You haven't seen it.

                    MURTOGG
          Yes, I have.

                    MULLR0Y
          You've seen a ship with black sails
          that's crewed by the damned and
          captained by a man so evil that hell
          itself spat him back out?

                     MURTOGG
          ... No .

                     MULLROY
          No.

                    MURTOGG
          But I've seen a ship with black sails.

                    MULLR0Y
          Oh, and no ship that's not crewed by
          the damned and captained by a man so
          evil 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.

                    MULLR0Y
              (turns back to Jack)
          Like I said, there's no real ship
          as can match -- Hey!

But Jack's not there. Murtogg and Mullroy look around, spot
-

Jack standing at the wheel of the Interceptor, casually
examining the mechanism.

                     MULLROY (CONT'D)
          You!

Jack looks over in exaggeratedly innocent surprise. The
sailors hurry toward the gangplank.

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

Jack spreads his hands in apology.

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

The sailors study him suspiciously.

                    MURTOGG
          What's your name?

                       JACK
          Smith.

                    MULLR0Y
          What's your business in Port
          Royal, 'Mr. Smith' ?

                    MURTOGG
          And no lies!

                    JACK
          None? Very well. You've rumbled
          me. I confess: I intend to
          commandeer one of these ships,
          pick up a crew in Tortuga, and go
          out on the account, do a little
          honest pirating.

                    MURTOGG
          I said, no lies.

                    MULLR0Y
          I think he's telling the truth.

                    MURTOGG
          He's not telling the truth.

                       MULLROY
          He may be.

                    MURTOGG
          If he were telling the truth he
          wouldn't have told us.

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

Murtogg and Mullroy consider that point --

EXT. FORT CHARLES - DAY

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

                    NORRINGTON
          May I have a moment?

He extends his arm. 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.


                     NORRINGTON (CONT'D)
              (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.

                    NORRINGTON (CONT'D)
          Elizabeth! .

EXT. PORT ROYAL - NAVY DOCKS - DAY

Jack reacts, pushes Murtogg aside to see -

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

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

AT THE FORT, Norrington looks down --

NORRINGTON ELIZABETH!

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

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

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

EXT. PORT ROYAL - NAVY DOCKS - DAY

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

                    JACK
          Aren't you going to save her?

                    MULLR0Y
          I can't swim.

Murtogg shakes his head -- neither does he.

                    JACK
              (rolls his eyes)
          Sailors.

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

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

                    JACK (CONT'D)
          Fine.

He pulls a pistol from his sword belt, hands it to Murtogg;
then hands the belt to Mullroy.

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

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

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

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

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

EXT. PORT ROYAL - VARIOUS - DAY

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

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

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

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

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

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

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

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

EXT. PORT ROYAL - CLIFFSIDE - DAY

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

EXT. PORT ROYAL - OCEAN - DAY

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

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

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

The dress falls like a cloud into darkness -

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

AT THE DOCK, Murtogg and Mullroy are there to help haul
Elizabeth out of the water.

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

                    MULLROY
          Not breathing.

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

                    JACK

          Move.

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

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

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

                    MULLROY
          I never would have thought of
          that.

                     JACK
          Clearly, you've never been to
          Singapore.

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

The MEDALLION. Jack catches it up in his "hand.

                    JACK (CONT'D)
          Where did you get this?

Before Elizabeth can answer, the BLADE of a SWORD is at
Jack's THROAT -- Norrington's new ceremonial sword, in
fact, looking bright and sharp.

                    NORRINGTON
          On your feet.

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

                    SWANN
          Elizabeth! Are you all right?

He strips off his jacket, drapes it around her.

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

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

                    NORRINGTON
          I believe thanks are in order.

Jack takes Norrington's hand gingerly. They shake -

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

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

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

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

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

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

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

                    JACK
          Captain Jack Sparrow. If you please.

Norrington looks out at the bay.

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

                    MURTOGG
          He said he'd come to commandeer one.

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

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

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

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

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

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

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

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

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

                    JACK
          Ah, but you have heard of me.

Gillette returns with shackles, approaches Jack.

                    NORRINGTON
          Carefully, lieutenant.

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

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

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

Gillette snaps the manacles closed on Jack's wrists.

                    JACK
          But it seems to be enough to condemn
          him.

                    NORRINGTON
              (smiles)
          Indeed.

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

                       JACK
          Finally.

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

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

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

Norrington hesitates, balls his fists in frustration.

                       JACK (CONT'D)
          Commodore!

Mullroy hands the pistol and belt to Norrington. Norrington
holds them out to Jack.

                    JACK (CONT'D)
          Elizabeth -- it is Elizabeth?

Elizabeth is more angry than frightened.

ELIZABETH Miss Swann.

                    JACK
          Miss Swann, if you'll be so kind?

She takes the belt and pistol from Norrington -- Jack's
quicker than she is, and takes the pistol from her. He
jerks her around so she is facing him, belly to belly.

                    JACK (CONT'D)
          Now, if you'll be very kind?

She figures out what he wants: put the belt on him.

                    ELIZABETH
              (as she works)
          You are despicable.

                    JACK
          I saved your life; now you've
          saved mine. We're square.

Done. He turns her again, and then backs up until he bumps
against the cargo gantry.

                    JACK (CONT'D)
          Gentleman. .. 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
and around from 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 manacle chain over the line and grabs
hold of the far loop -- slides down the line -

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

                    NORRINGTON
          On his heels! Gillette, bring a
          squad down from the fort!

              (to Elizabeth)
          Elizabeth, are you -

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

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

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

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

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

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

But she accepts his comforting embrace.

EXT. PORT ROYAL - TOWN - ALLEY - DAY

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

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

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

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

INT. BLACKSMITH'S FORGE - DAY

Jack slips in 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. Then 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 a 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 response, 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 to Jack.

                    JACK (CONT'D)
          Very good! And if I step again,
          you step again. . .

              (continuing to step
               around the circle)
          And so we circle, circle, like
          dogs we circle. . .

They are now exactly opposite their initial positions.

                    JACK (CONT'D)
          Ta!

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

Will registers 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 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 do you expect?)
          Pirate.

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

                       JACK (CONT'D)
          Move away.

                       WILL
          No.

                       JACK
          Move!

                    WILL
          No. I can not just step aside and
          let you escape.

Jack cocks the pistol. Will stares back. The stand-off
lasts for a long moment.

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

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

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

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

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

                    BROWN
          Just doing my civic duty.

Jack groans. Norrington stands over him, smiles.

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

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

                    BROWN
          That ratter broke my bottle.

EXT. PORT ROYAL - NIGHT

The thick fog blankets the entire bay now, and the town.

The only structure visible is Fort Charles, high on the

bluff, like a tall ship sailing a sea of grey.

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

ANGLE - FORT CHARLES,

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

The Black Pearl has come to Port Royal.

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

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

                     ELIZABETH
          Nice and toasty. Thank you,
          Estrellia.

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

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

INT. BLACKSMITH'S FORGE - NIGHT

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

His attention is drawn to the window. He opens the shutter
and peers out -- nothing but fog. Almost without noticing,

he reaches for a boarding axe hanging on the wall. Takes it
down; it has a satisfying weight in his hands.

INT. CELL BLOCK - NIGHT

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

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

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

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

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

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

EXT. FORT CHARLES - PARAPETS - NIGHT

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

                    SWANN
          Has my daughter given you an
          answer yet?

                    NORRINGTON
          No. She hasn't.

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

                    NORRINGTON
          Bleak. Very bleak.

From the distance, there is a BOOM -

                    SWANN
          What was that?

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

                    NORRINGTON
          Cannon fire!

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

INT. CELL BLOCK - NIGHT

Jack sits up. There are more BOOMS -

                    JACK
          I know those guns!

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

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

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

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

EXT. PORT ROYAL - HARBOR - NIGHT

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

EXT. PORT ROYAL - TOWN - NIGHT

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

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

INT. BLACKSMITH'S FORGE - NIGHT

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

Will slides back the doors of the forge --

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

EXT. FORT CHARLES - PARAPETS - NIGHT

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

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

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

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

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

The battle is joined --

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

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

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

INT. SECOND FLOOR HALLWAY - NIGHT

She reaches the railing overlooking the foyer, and cries
out, just as the butler opens the door -- too late; there
is the 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 scrambles back
into the nearest room--

INT. SITTING ROOM - NIGHT

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

                    ESTRELLA
          Miss Elizabeth?

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

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

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

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

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

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

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

INT. ELIZABETH'S BEDROOM - NIGHT

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

INT. SITIING ROOM - NIGHT

Estrella breaks cover, runs for the hall, unnoticed.

INT. ELIZABETH'S BEDROOM - NIGHT

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

Elizabeth dashes for the hallway stairs -

INT. SECOND FLOOR HALLWAY/FOYER - CONTINUOUS - NIGHT

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

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

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

Elizabeth pulls up short, runs the other way --

Pintel, on the stairs, grabs her by the hair -- Elizabeth

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

INT. DINING ROOM - NIGHT

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

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

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

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

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

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

INT. FIRST FLOOR HALLWAY - NIGHT

The doors give way; the pirates charge through -

INT. DINING ROOM - CONTINUOUS - NIGHT

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

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

Smoldering pirate gives him look -- he wants to hurt her
plenty. Pintel shakes his head: 'Don't worry, I'm lying.'

                    PINTEL (CONT'D)
          We will find you, poppet ...
          You've got something of ours, and
          it calls to us!

INT. DUMBWAITER - NIGHT

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

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

Elizabeth registers that -- she pulls out the medallion,
rubs

the gold with her thumb. This is their objective. Light

spills into the- box through gaps in the top as the door
above is slid open -- Elizabeth looks up through the gaps -

Pintel leers down at her.

                      PINTEL (CONT'D)
            Hello, poppet.

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

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

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

The rope parts, and the dumbwaiter box PLUMMETS -

INT. KITCHEN - NIGHT

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

The sound of 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 door. Elizabeth backs away,
holds the bread knife out to ward them off. They come
around either side of the table, stalking her -

                      ELIZABETH (CONT'D)
                (gasps it out)
            Par. .. Parlay!

Pintel can't believe his ears.

                    PINTEL
          What?

                    ELIZABETH
          Parlay! I invoke the right of
          parlay! According to" the Code of
          the Brethren, 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 parley,
          you can do them no harm until the
          parlay is complete.

                    PINTEL
          It would appear, so do you.

                    SMOLDERING PIRATE
          To blazes with the code!

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

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

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

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

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

EXT. PORT ROYAL - STREET - NIGHT

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

Will hurries forward -

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

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

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

On the ground, Will doesn't move.

INT. FORT CHARLES - CELL BLOCK - NIGHT

The wall of the cells EXPLODES inward. Jack pulls himself
out from under 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.

                       PRISIONER
          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
          flyaway?

                    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 pirate's wrist, looks down -

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

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

                    JACK (CONT' D)
          You are cursed.

Koehler sneers, shoves Jack backwards, hard. Now out of the
moonlight, his hand is normal. Jack stares, realizing -

                    JACK (CONT'D)
          The stories are true.

Koehler ushers Twigg toward the door. Looks back.

                    KOEHLER
          You know nothing of hell.

And then they're gone.

EXT. PORT ROYAL - NIGHT

Amid the thunder of cannon fire, a longboat slips through
the fog. Elizabeth sits in the prow. Columns of water from
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 --

The 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 silver and gold 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
rail, dangles it over the side of the ship. The pirates go
quiet.

                    ELIZABETH (CONT'D)
          I'll drop it!

                    BARBOSSA
          My holds are bursting with swag.
          That bit of shine matters to me
          ... Why?

                    ELIZABETH
          Because it's what you're searching
          for. You've been searching for it
          for years. I recognize this ship.

          I saw it eight years ago, when we
          made the crossing from England.

                    BARBOSSA
              (interested)
          Did you, now?

Elizabeth glares at him. She's getting nowhere.

                    ELIZABETH
          Fine. I suppose if this is
          worthless, there's no reason to
          keep it.

She flips the medallion up, off her finger -

                    BARBOSSA
          NO!

She catches it by the chain, smiles at him triumphantly.

                    BARBOSSA (CONT'D)
          You have a name, missy?

                     ELIZABETH
          Elizabeth -
              (stops herself from
               saying "Swann"; then:)
          Turner.
              (embroidering)
          I'm a maid in the governor's
          household.
              (curtsies)
          Barbossa reacts to the name
          Turner: it confirms what he has
          suspected. The other pirates
          surreptitiously exchange glances
          and nods.

                    BARBOSSA
          You've got sand, for a maid.

                    ELIZABETH
              (curtsies again)
          Thank you, sir.

                    BARBOSSA

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

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

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

                    ELIZABETH
          Can I trust you?

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

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

                    ELIZABETH
          Our bargain. . ?

Barbossa grins devilishly -- but then nods to the 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 Brethren -

Barbossa wheels on her.

                     BARBOSSA
          First. Your return to shore was
          not part of our negotiations nor
          our agreement, and so I 'must' do
          nothing. Secondly: you must be a
          pirate for the pirate's code to
          apply. And you're not. And
          thirdly...

the code is more what you'd call guidelines than actual
rules.

(grins gold and silver)

Welcome aboard the Black Pearl, Miss Turner.

Elizabeth stares in speechless terror -

EXT. PORT ROYAL - HARBOR - PRE-DAWN

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

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

EXT. PORT ROYAL - STREET - PRE-DAWN

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

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

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

INT. GOVERNOR'S MANSION - MORNING

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

                    WILL
          Miss Swann! Elizabeth!

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

INT. FORT CHARLES - NORRINGTON'S OFFICE - MORNING

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

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

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

                    NORRINGTON
          We're aware of the situation.

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

Swann's worry has made him short-tempered.

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

Murtogg has remembered something. He ventures it warily:

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

                    MULLROY
          Mentioned it, is more what he did.

                     MURTOGG
          Still --

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

                     SWANN

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

                    WILL
          We could strike a bargain -

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

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

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

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

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

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

INT. FORT CHARLES - JAIL CELLS - MORNING

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

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

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

                      JACK
          Somewhat.

                    WILL
          Where does it make berth?

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

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

                    JACK
          Why ask me?

                    WILL
          Because you're a pirate.

                    JACK
          And you want to turn pirate
          yourself?

                    WILL
          Never.
              (beat)
          They took Miss Swann.

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

Will slams his fist against the bars in frustration. 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 the 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
          Your 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
          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 you bothering with that?

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

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

                    JACK
          Good.

EXT. PORT ROYAL - DOCKS - MORNING

The Jolly Mon, four inches of water in the bottom, squats
low in the water, heeled to one side, creaking 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 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 its going to
capsize with the slightest movement. Jack hoists the sail.

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

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

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

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

                    WILL
          It's still against the law.

                    JACK

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

EXT. PORT ROYAL - MORNING

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

                     WILL
          This is either crazy, or
          brilliant.

                    JACK
          Remarkable how often those two
          traits coincide.

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

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

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

Suddenly, Jack and Will jump out, into the open -

brandishing pistols.

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

                    WILL
              (a beat)
          Aye! Avast!

Jack gives him a look, shakes his head: 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 move forward,
hands on swords -- Gillette holds up a hand.

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

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

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

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

EXT. DAUNTLESS - STERN - MORNING

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

                    JACK
          A little help?

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

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

The windless turns, bringing Mullroy into view.

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

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

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

Another quarter turn -

                      WILL
          No.

EXT. DAUNTLESS - FORECASTLE - DAY

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

                    JACK
          Lookee there, mate! We're
          underway!

EXT. PORT ROYAL - DOCK - DAY

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

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

                    SWANN
          Commodore --

                      NORRINGTON
          A moment.

                    SWANN
          But --

                    NORRINGTON
          Please.

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

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

The main deck. He picks out Will -

                    NORRINGTON
          Rash, Turner, too rash.

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

                    NORRINGTON (CONT'D)
          That is, without 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 hi1rmouth.

                    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 overboard. 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-Flynn 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 its 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 wine.

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 (CONT 'D)
          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
          any more.

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 UB, 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 ... that's
             what we have you for.
                 (pleasant, finally
                  getting to his point)
             And that's why there's no sense in
             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 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 nauqht 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 been parched of
          thirst, and unable to quench it!
          Ten years, I have been starving to
          death -- and haven't died!
              (raises his hand)

                    BARBOSSA (CONT'D)
          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 flinches 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 the 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.
              (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 reply -- settles on 'truth.'

                    JACK
          I knew him. Probably one of the
          few who 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 that 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 rules 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 suggestions.
          There are only two absolute rules.
              (ticks them off on his
               fingers)

                    JACK (CONT'D)
          What a man can do. And what a man
          can I 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
          Tortuga, 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 silent sigh of relief. Notices his hand is
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 scum of the Caribbean -- pirates, privateers,
prostitutes, thieves, 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 my
          Quartermaster -- there!

Jack leads Will toward a 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 women coming out -- she sees Jack and immediately
SLAPS him, cursing something in Chinese. Jack backs away -

INT. THE FAITHFUL BRIDE - DAY

Jack closes the door on the woman, joins Will. They take in
the place -- it is populated with a 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. THE 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 old 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. THE 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_ast, 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 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 forwards again. Jack has not moved.

                       GIBBS
          Say again?

                    JACK
          Ilm going after the Black Pearl. I
          know where its 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 (CONT'D)
          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 weatherbeaten 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 his
          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 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 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)
          Werd best drop canvas, sirl

                    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 VQICE 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, ominous 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 lie.

                    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 I 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 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 crewmen. 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 thirst -- 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 MUERTE -     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!