The Internet Movie Script Database (IMSDb)


The web's largest
movie script resource!

Search IMSDb

Alphabetical
# A B C D E F G H
I J K L M N O P Q
R S T U V W X Y Z

Genre
Action Adventure Animation
Comedy Crime Drama
Family Fantasy Film-Noir
Horror Musical Mystery
Romance Sci-Fi Short
Thriller War Western

Sponsor

TV Transcripts
Futurama
Seinfeld
South Park
Stargate SG-1
Lost
The 4400

International
French scripts

Movie Software
DVD ripper software offer
Rip from DVD
Rip Blu-Ray

Latest Comments
Star Wars: Revenge of the Sith10/10
Star Wars: The Force Awakens10/10
Batman Begins9/10
Collateral10/10
Jackie Brown8/10

Movie Chat



ALL SCRIPTS


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!

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

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

                    ANAMARIA
          How does he do that?

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

INT. ISLA DE MUERTE - CAVES - NIGHT

Flickering torchlight. Pirates stoop low to enter a cavern
-

-- and revealed is the spectacular treasure of Isla de

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

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

                    ELIZABETH
          The curse drove you to gather
          this?

                    BARBOSSA (O.S.)

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

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

EXT. ISLA DE MUERTE - LAGOON - NIGHT

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

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

                    WILL
          What's that?

                     JACK
          Depends.

                     WILL
          On what?

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

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

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

The boat rushes forward, plunges into the darkness -

INT. CAVES - UNDERWATER LAGOON - NIGHT

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

                    JACK
          Chalk one up for the stories.

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

INT. CAVES - BED CAVERN - NIGHT

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

INT. CAVES - MAIN CAVERN - NIGHT

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

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

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

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

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

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

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

Pintle raises the knife ...

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

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

Elizabeth opens her eyes, surprised.

                    PINTEL

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

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

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

Barbossa approaches the chest, shining in the beam of

moonlight.

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

He tosses the gold medallion onto the others.

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

                       KOEHLER
             Did it work?

                       DEADEYE
             I don't feel no different.

                       JACOBY
             How do we tell?

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

                       KOEHLER
             You're not dead.

                       JACOBY
             No.
                 (realizes)
             He shot me!

                       TWIGG

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

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

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

Elizabeth takes time to smile before answering:

                    ELIZABETH
          No.

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

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

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

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

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

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

Barbossa whirls on him --

                    BARBOSSA

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

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

Startled, Elizabeth looks up --

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

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

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

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

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

INT. ISLA DE MUERTE - SMALL CAVERN - NIGHT

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

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

                    ELIZABETH
          You?!

                    JACK
          Me!

                    ELIZABETH
          You're in league with Barbossa!

                    JACK
          No, I'm -- rescuing you.

Elizabeth can't comprehend that one.

                      ELIZABETH
          You?!

Will gains his footing in the rubble.

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

                      JACK
          This way!

They race off, toward a bit of moonlight -

EXT. ISLA DE MUERTE - NIGHT

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

                    WILL
          I'm glad we got here in time.

                    ELIZABETH
          Truthfully -- you were a bit late.

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

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

EXT. ISLA DE MUERTE - CLEARING - NIGHT

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

                      ELIZABETH
          Come on!

                      JACK

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

Will and Elizabeth stare at him.

                    WILL
          No.

                    JACK
          I'll lead them away.

The sounds are closer.

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

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

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

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

Will and Elizabeth race away, and are gone.

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

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

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

EXT. ISLA DE MUERTE - NIGHT

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

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

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

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

Barbossa hesitates.

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

                    BARBOSSA
          Say the name, or I slit your
          throat.

                    JACK
          No you won't.

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

                      PINTEL
          Now?

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

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

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

                    JACK
          Simple. I have something you want more
          than anything. The way to free you from
          the curse of the treasure. You have
          something I want -- more than anything.

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

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

Barbossa stares at him, incredulous.

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

                    JACK
          That's right.

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

The pirates laugh.

                    JACK
          I'm a man of my word.

The pirates laugh louder.

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

                    BARBOSSA
          I'll torture it out of you.

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

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

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

                    JACK
          Wait as long as you like.

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

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

                    BARBOSSA
          Track you down and -

He sees where Jack is headed.

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

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

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

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

                    BARBOSSA
          You're playing this as close to
          the edge as any man, I'll give you
          that.
              (decides, smiles)

             We might just have to sign
             articles, you and I. Jack, you're
             a pirate at heart, that's certain.

Jack nods.

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

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

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

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

                       JACK
             I'll watch my back.

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

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

EXT. INTERCEPTOR - DAY

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

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

Elizabeth holds the medallion, and finishes her tale:

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

She hands him the medallion.

                    WILL
          Why would my father send this to me?

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

                    WILL
          If I had known-

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

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

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

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

Will glances at her, and nods.

AT THE HELM, Gibbs peers forward, scanning the horizon.
There

is a tiny island in front of them.

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

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

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

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

                    ANAMARIA
          Can we outrun them?

                    GIBBS
          Not a chance. Make for the reef.

EXT. CARIBBEAN OCEAN - DAY

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

EXT. BLACK PEARL - DAY

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

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

EXT. INTERCEPTOR - DAY

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

                    GIBBS
          Drop the forward anchor!

A SAILOR at the stern of the ship pulls a release, and the

ship's anchor races down into the water, the metal chain

jumping and twisting on deck.

The chain stops, and the Sailor locks it -

EXT. CARIBBEAN SEA - DAY

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

EXT. BLACK PEARL - DAY

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

                    BARBOSSA
          All hands! Prepare to come about!

But for now, the Interceptor has the advantage, and takes
it:

its cannons boom, and cannonballs rain down.

INT. BLACK PEARL - BRIG - DAY

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

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

Twigg just stares.

EXT. INTERCEPTOR - DAY

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

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

EXT. BLACK PEARL - PORT SIDE - DAY

Barbossa laughs.

                    BARBOSSA
          Strike your colors, you bloody
          cockroaches!

EXT. INTERCEPTOR - DAY

Another round of fire; Barbossa shows no mercy.

                    ANAMARIA
          Looks like they mean to send us under.

                    GIBBS
          There -- she's raised the Jolly Roger,

upside down.

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

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

                    WILL
          We're not going to just surrender!

GIBBS That we are.

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

Barbossa moves his ship alongside, preparing to board.

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

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

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

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

EXT. BLACK PEARL - MAIN DECK - DAY

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

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

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

Barbossa's wrath falls on Elizabeth.

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

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

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

                    WILL
          She goes free!

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

                    BARBOSSA
          What's in your head, boy?

                    WILL
          She. Goes. Free.

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

                    WILL
          You can't. I can.

He leans out over the ocean.

                       ELIZABETH
          No!

Jack pushes forward.

                       JACK

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

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

Pintel squints at Will; the pirates murmur surprise.

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

Jack drops his head. Barbossa grins at him.

                    BARBOSSA
          Looks like you're back to having
          nothing to offer.

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

Barbossa steps forward.

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

                    WILL
          Elizabeth goes free!

                    BARBOSSA
          We got that part. Anything else?

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

Barbossa considers; his crew waits. Finally -

                    BARBOSSA

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

                    ELIZABETH
          Will -- you can't trust him.

                    WILL
          You must swear by the Holy Bible.

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

Barbossa crosses himself, as do many of his men.

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

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

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

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

                    GIBBS
              (dejected)
          Amen to that...

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

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

                    WILL
          No! You gave your word!

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

EXT. CARIBBEAN SEA - DAY

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

EXT. BLACK PEARL - MAIN DECK - DAY

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

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

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

                    JACK
          Someone needs to cut these bonds, then.

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

                    BARBOSSA
          You'd best take a swim, Jack.

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

The pirates mutter agreement.

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

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

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

A pirate hands Jack's pistol to Barbossa.

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

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

                    BARBOSSA (CONTID)
          So how did you get off that island,
          anyway?

                    JACK
          You can go to your grave not knowing.

                    BARBOSSA
          That's fair.

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

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

                    BARBOSSA (CONT'D)

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

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

                    ELIZABETH
          Here -- it will go well with your
          black heart !

Barbossa indicates the plank.

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

Barbossa raises an eyebrow, grins, nods.

                    BARBOSSA
          Have at her, lads!

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

EXT. CARIBBEAN SEA - UNDERWATER - DAY

We follow Elizabeth amid foam and bubbles as she PLUNGES
down

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

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

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

EXT. CARIBBEAN SEA - DAY

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

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

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

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

He turns away, and swims after Elizabeth.

EXT. ISLET - BEACH - DAY

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

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

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

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

                    JACK
          The trees are taller.

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

                    ELIZABETH
          I hope you have no intention of using
          that.

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

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

Elizabeth can't believe it.

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

                    JACK

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

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

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

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

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

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

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

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

                    JACK
          Last time, I was here a grand
          total of three days. Last time,
          the rumrunners who used this
          island as a cache came by, and I
          bartered passage off.

                    JACK (CONT'D)
          But from the looks of this,
          they've long been'out of business,
          and so that won't be happening
          again.
              (takes another swig)
          We probably have your friend
          Norrington to thank for that.

                    ELIZABETH
          So that's it? That's the secret
          grand adventure of the infamous

          Jack Sparrow? You spent three days
          on the beach drinking rum?

                    JACK
          Welcome to the Caribbean, love.

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

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

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

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

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

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

                    ELIZABETH
          Not when you can drink instead, at
          least.

Jack tosses her a bottle.

                    JACK

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

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

                    ELIZABETH
          And you will call me Miss Swann.

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

                    ELIZABETH (CONT'D)
              (under her breath)
          Drink up me hearties, yo ho...

                    JACK
          What? What was that?
              (Elizabeth smiles)
          Something funny, Miss Swann? share.
          Please,

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

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

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

Jack likes the way that sounds.

                    ELIZABETH (CONT'D)
              (looks at him)
          That was before I met one, of
          course.

                    JACK

          Now I must hear this song. An
          authentic pirate song. Have at it.

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

                    JACK
          More to drink!

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

                    JACK (CONT'D)
          Well?

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

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

She gestures for him to drink. He does.

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

EXT. ISLET - BEACH - LATER - NIGHT

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

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

Yo ho, yo ho, it's a pirates life for me!

                    JACK
          I LOVE this song!
              (sings)
          Yo ho, yo ho, a pirate's life for
          me! We're beggars and blighters,

          ne'er do well cads, Drink up me
          hearties, yo ho!
              (gives it a touch of
               Irish ballad)
          Aye but we're loved by our mums and our
          dads. Drink up me hearties, yo ho!

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

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

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

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

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

Elizabeth lays her head on his shoulder.

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

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

                      ELIZABETH
              (coy)

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

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

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

                    ELIZABETH
          To freedom.

                    JACK
          To the Black Pearl.

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

EXT. ISLET - BEACH - MORNING

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

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

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

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

Jack can't believe his eyes.

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

                    ELIZABETH
          Yes, the rum is gone.

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

                    JACK

          Why?

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

She points to the sky.

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

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

                     ELIZABETH
          Exactly.

Elizabeth turns toward the sea.

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

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

EXT. ISLET - LEEWARD SHORE - DAY

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

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

Jack shakes his head.

                     JACK

          They'll be no living with her
          after this.

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

Norrington gives Elizabeth a hand disembarking from the
raised long boat.

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

                    ELIZABETII
          Commodore, you can't do that!

                    NORRINGTON
          You're speaking up for him again?

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

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

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

                    ELIZABETH
          No. The pirates have taken Will -

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

                    ELIZABETH
          Commodore, please!

                    JACK

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

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

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

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

                    ELIZABETH
          Not as a condition -- a request.

Norrington considers. To Gillette:

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

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

                    JACK
          Congratulations, sir.

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

                    NORRINGTON
          Elizabeth, I hereby withdraw my
          proposal.

                    ELIZABETH
          What?

                    NORRINGTON
          I know now where your heart truly
          lies.

Elizabeth looks at Norrington, seeing him in a new light.

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

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

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

                    ELIZABETH
          Then I can wear men's clothing.

                    NORRINGTON
          That would hardly be proper.

                    ELIZABETH
          Well, I am not going to stay
          hidden in a some cabin, 80 I
          suppose it's going to be heaving
          bosoms and bare ankles for the
          remainder of the voyage!

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

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

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

INT. THE BLACK PEARL - BRIG - DAY

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

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

Will drops lightly to the deck. Suddenly:

                    WILL
          What happened to William Turner?

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

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

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

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

                    PINTEL (CONT'D)
          Yep, last I saw of Bootstrap Bill,
          was his face looking up, as he
          sank down to the crushing black
          oblivion of Davy Jones' locker.
              (sighs)
          It was only after, we found out we
          needed his blood to solve the curse.
          That's what you call ironic.

Barbossa appears behind Pintel, flanked by several other
pirates. He regards Will for a moment, then:

                       BARBOSSA
          Bring him.

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

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

                    ELIZABETH
          You didn't tell Commodore Norrington
          everything.

                    JACK
          Nor did you, I noticed.

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

                     JACK
          Exactly.

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

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

                    ELIZABETH
          What's your plan?

                     LOOKOUT (O.S.)
          LAND HO!

Isla de Muerta lay dark and menacing on the horizon.

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

She starts to speak; he turns away..

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

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

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

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

                    NORRINGTON
          You would do that?

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

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

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

EXT. ISLA DE MUERTA - CAVE ENTRANCE - EVENING

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

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

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

                    JACK
          That chart I drew up'11 get you
          past the reefs. If you're
          steersman's good enough, that is.

                    NORRINGTON
          I'll be at the wheel myself.

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

The crewmen release the lines, and the boat drops -

INT. ISLA DE MUERTA - CAVES - NIGHT

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

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

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

                    PINTEL
          I guess there is a reason to fret.

EXT. ISLA DE MUERTE - NIGHT

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

INT. ISLA DE MUERTA - CAVES - NIGHT

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

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

Will makes a decision. He intentionally stumbles. Pintel

shoves him forward -- Will continues forward, grabs the
pirate in front of him, swings him into the wall of the
cave. Catches the pirate's torch, and uses it to ward off
the others.

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

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

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

INT. DAUNTLESS - CAPTAIN'S QUARTERS - NIGHT

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

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

Cotton's parrot is there.

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

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

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

INT. ISLA DEMUERTA - CAVES - NIGHT

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

-- and runs straight into Jack.

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

                    WILL
          Jack!

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

EXT. ISLA DE MUERTA -       THE BEACH - NIGHT

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

INT. CAVES - NIGHT

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

                    WILL
          Are you certain this is the right way?

                    JACK
          It's the right way.

Will join him -- and see what Jack is staring at:

Treasure piled on treasure, sparkling, glowing, seemingly

endless. At the center is the moonlit clearing, and the
stone Aztec chest.

                    BARBOSSA
          Thank you, Jack Sparrow.

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

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

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

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

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

Jack looks away -- as Will is manhandled toward the chest.
Barbo8sa steps up to him (becoming skeletal in the
moonlight) and puts the medallion around Will's neck.

He picks up the stone knife.

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

He raises the knife to Will's throat -

                    JACK
          You don't want to be doing that.

Barbossa pretends to think about his words.

                    BARBOSSA
          No, I really think I do.

                    JACK
              (shrugs)
          All right then.

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

                    BARBOSSA
          Why don't I want to do this?

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

                    WILL
          Jack!

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

A buzz of apprehension sweeps through the pirates.

                    PINTEL
          Do you believe him?

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

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

                    BARBOSSA
          What're you suggesting?

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

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

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

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

                    BARBOSSA
          I can't help wondering, Jack, why
          you're being so helpful and all? Last
          time you did that, it didn't end 80
          well for you.

                    JACK
          The situation has changed.

                     BARBOSSA
          That so?

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

          But if you're Captain of the Dauntless,
          who's left for the Black Pearl?

Jack smiles and spreads his hands: me.

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

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

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

                    BARBOSSA
          Men! Are you up for it?

The pirates yell to the affirmative.

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

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

                    JACK
          There's ... another exit?

                    BARBOSSA
          Aye, for us there is.

EXT. LAGOON - UNDERWATER - NIGHT

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

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

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

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

The LEAD PIRATE glides forward -

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

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

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

The huge shift drifts, again spilling moonlight below -

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

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

EXT. LAGOON - NIGHT

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

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

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

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

EXT. LAGOON - DAUNTLESS - NIGHT

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

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

                    TALL SAILOR
          Ship rats. Big ones.

                    SHORT SAILOR
              (nods)
          Hate those things.

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

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

                    TALL SAILOR
          That they do.

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

EXT. DAUNTLESS - SIDE - NIGHT

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

EXT. DAUNTLESS - SIDE - NIGHT

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

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

The pirates hurry to comply -

EXT. LAGOON - BLACK PEARL - NIGHT

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

Elizabeth slows her efforts, silently approaching the ship.

EXT. BLACK PEARL - MAIN DECK - NIGHT

Four PIRATES -- who really ought to be keeping watch -

instead have gathered wine bottles and rum casts into a
pile, along apples, biscuits -- all the food on the ship.

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

skeleton.

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

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

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

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

EXT. ISLA DE MUERTA - BEACH - NIGHT

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

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

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

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

                      NORRINGTON (CONT'D)
            Men! Take cover!

The sailors scramble to find refuge -

INT. ISLA DE MUERTA - MAIN CAVERN - NIGHT

Will, guarded by pirates, glares at Jack.

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

Jack takes the opportunity to move toward him.

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

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

                    JACK (CONT'D)
          Use it well.

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

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

Swords are drawn, and the Pirates attack.

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

EXT. ISLA DE MUERTA - BEACH - NIGHT

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

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

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

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

The Navy men are driven back, surrounded -

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

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

EXT. LAGOON - NIGHT

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

EXT. H.M. S. DAUNTLESS - NIGHT

The pirates on the ship are caught by surprise, try to turn
their cannons to this new foe -

EXT. ISLA DE MUERTA - BEACH - NIGHT

Gillette sees the Black Pearl firing on the Dauntless.

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

The Royal Navy stand their ground and fight -

INT. CAVE - MAIN CHAMBER - NIGHT

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

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

                    JACK
          Remarkable how often those two
          traits coincide.

Jack drives him back, making Barbossa laugh.

                    BARBOSSA
          You can't beat me, Jack.

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

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

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

                    WILL
          Jack!

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

                    JACK
          Well, isn't that interesting.

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

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

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

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

                    JACK
          Or you could surrender.

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

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

Barbossa charges -

A SHOT RINGS OUT -

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

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

                    WILL
          He didn't waste it.

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

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

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

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

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

EXT. ISLA DE MUERTA - BEACH - NIGHT

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

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

EXT. ISLA DE MUERTA - LAGOON - NIGHT

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

The sailors on the beach see it, and CHEER.

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

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

                    WILL
          Well, you're the worst pirate I've ever
          heard of.
              (smiles)
          You're a man who can be trusted, who
          can be counted on, and who can It
          betray his friends. What kind of pirate
          is that?

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

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

Will looks at him...

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

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

                    WILL
          Let's get out of here.

EXT. ISLA DE MUERTA - BEACH - NIGHT - LATER

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

                    ELIZABETH
          You're all right!

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

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

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

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

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

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

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

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

                    ELIZABETH
          It doesn't!

                    WILL
          -- but that was not a proper kiss.

Pure consternation on Elizabeth's face -

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

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

Jack puts a hand on Norrington's shoulder.

                    JACK
          Tough luck. I was rooting for you.

EXT. PORT ROYAL - FORT CHARLES - DAY

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

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

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

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

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

                    GILLETTE
          Sir!

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

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

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

                    SWANN
          The Black Pearl!

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

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

                    GILLETTE
          Sir! Shall I break out the
          cannons?

                    NORRINGTON
          I don't think that will be necessary.

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

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

Will, Elizabeth and Swann look out toward ocean-

EXT. BLACK PEARL - STERN DECK - DAY

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

                    ANAMARIA
          Captain Sparrow -- the Black Pearl
          is yours!

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

                    JACK
          AnaMaria, trim the mainsail!

                    ANAMARIA
          Aye, aye, sir!

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

Gibbs actually stomps the deck, executes a salute.

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

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

                    THE END
          FADE OUT and CREDITS ROLL


Pirates of the Caribbean



Writers :   Ted Elliot  Terry Rossio
Genres :   Action  Adventure  Comedy


User Comments







Index    |    Submit    |    Links    |    Link to us    |    RSS Feeds    |    Disclaimer    |    Privacy policy