








                       PIRATES OF THE CARIBBEAN:
                     THE CURSE OF THE BLACK PEARL
                                   




                             screenplay by
                                   
                      Ted Elliott & Terry Rossio

         

                            screen story by
                      
                     Jay Wolpert & Stuart Beattie

                                 and

                      Ted Elliott & Terry Rossio











                                   FIRST DRAFT
                                   September 1, 2002






FADE IN:

EXT. CARIBBEAN SEA - DAY

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

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

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

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

ELIZABETH SWANN, strawberry blonde hair, stands at the bow 
rail, gazing at the sea, still singing --

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

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

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

Elizabeth stares wide-eyed at him.

                     NORRINGTON
          Mr. Gibbs.

NORRINGTON, a dashing young man, Royal Navy to the core, glares 
sternly at Gibbs. Standing beside him is GOVERNOR WEATHERBY 
SWANN, a man of obvious high station, brass buttons on his 
thick blue jacket. He is Elizabeth's father.

                     NORRINGTON (CONT'D)
          That will do.

                     GIBBS
          She was singing about pirates. Bad 
          luck to sing about pirates, with 
          us mired in this unnatural fog -- 
          mark my words.

                     NORRINGTON
          Consider them marked. On your way.

                     GIBBS
          'Aye, Lieutenant.
               (as he moves off)
          Bad luck to have a woman on board, 
          too. Even a mini'ture one.

He returns to his deck-swabbing duties, surreptitiously takes a 
quick swig from a flask.

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

                     NORRINGTON
          Think again, Miss Swann. Vile and 
          dissolute creatures, the lot of 
          them. I intend to see to it that 
          any man who sails under a pirate 
          flag, or wears a pirate brand, gets 
          what he deserves: a short drop and 
          a sudden stop.

Elizabeth doesn't know what a 'short drop and a sudden stop' 
means. Gibbs helpfully mimes: a man being hung.

                     SWANN
          Captain Norrington... I appreciate 
          your fervor, but I am concerned 
          about the effect this subject will 
          have on my daughter.

                     NORRINGTON
          My apologies, Governor.

                     ELIZABETH
          Actually, I find it all fascinating.

                     SWANN
          And that's what concerns me. 
          Elizabeth, we will be landing in 
          Port Royal soon, and beginning our 
          new lives. Wouldn't it be wonderful 
          if we comport ourselves as befits 
          our class and station?

                     ELIZABETH
          Yes, father.

Chastised, she turns away, to look out over the bow rail.

                     ELIZABETH (CONT'D)
                (to herself)
          I still think it would be exciting 
          to meet a pirate ...

The fog still hems in the ship; very little of the sea is 
visible --

-- but suddenly, a FIGURE comes into view. A young boy, WILL
TURNER, floating on his back in the otherwise empty water. 
There is nothing to show where he came from, or how he came to
be there.

                     ELIZABETH (CONT'D)
          Look! A boy! There's a boy in the 
          water!

Norrington and Swann spot him --

                     NORRINGTON
          Man overboard!

                     ELIZABETH
          Boy overboard!

                     NORRINGTON
          Fetch a hook -- haul him out of 
          there! 

Quick movement and activity on deck. Sailors use a boathook to
snag the boy when he passes. Norrington and Swann haul him
aboard, and lay him on the deck. Elizabeth sidles in for a 
closer look.

                     NORRINGTON (CONT'D)
          He's still breathing. 

                     SWANN
          Where did he come from?

                     GIBBS
          Mary mother of God ...

Attention is turned away from the boy --

The sea is no longer empty. WRECKAGE from a ship litters the 
water ... along with the bodies of its crew.  What is left of
the ship's hull BURNS, a ragged British flag hanging limply
from the stern.

The H.M.S. Dauntless slips silently through it all.  The scene
calls for hushed voices.

                     SWANN
          What happened here?

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

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

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

                     NORRINGTON
          Of course not.
                (to a sailor)
          Rouse the Captain, immediately.
                (to the crew)
          Come about and strike the sails! 
          Unlash the boats! Gunnery crew ... 
          jackets off the cannons!
                (to Swann)
          Hope for the best...prepare for the 
          worst.
                (to two sailors)
          Move the boy aft. We'll need the 
          deck clear.

They lift the boy. Swann pulls Elizabeth away from the rail,
away from the hideous scene in the water.

                     SWANN
          Elizabeth, I want you to accompany 
          the boy. He's in your charge now. 
          You'll watch over him?

Elizabeth nods gravely. Swann hurries away to help unstow the
longboat. The sailors lay the boy gently on the poop deck, 
behind the wheel, they hurry off. Elizabeth kneels down beside 
the boy.

His good looks are not lost on her. She reaches out, gently 
brushes the blond hair from his eyes -- 

Suddenly, he grabs her wrist, awake now. Elizabeth is startled, 
but their eyes lock. She takes his hand in hers.

                     ELIZABETH
          My name is Elizabeth Swann.

                     YOUNG WILL
          Will Turner.

                     ELIZABETH
          I'm watching over you, Will.

He clutches her hands, then slips back into unconsciousness.

His movement has opened the collar of his shirt; Elizabeth sees
he wears a chain around his neck. She tugs it free, 
revealing --

A GOLD MEDALLION. One side is blank. She turns it over -- 

A SKULL gazes up at her. Vaguely Aztec in design, but to her 
eyes, it can mean one thing only --

                     ELIZABETH (CONT'D)
          You're a pirate.

She glances back at the crew. Sees Norrington, giving orders, 
moving toward her. 

She looks back at Will -- comes to a quick decision. Takes the
medallion from around his neck. Hides it under her coat.

Norrongton arrives.

                     NORRINGTON
          Did he speak?

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

                     NORRINGTON
          Very good.

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

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

It has BLACK SAILS.

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

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

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

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

Elizabeth shuts her eyes tight --

                      EIGHT YEARS LATER

INT. GOVERNOR'S MANSION - ELIZABETH'S BEDROOM

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

But this is no longer twelve-year-old Elizabeth on the stern of
the Dauntless; this is twenty-year-old Elizabeth, lying in bed 
in the dark.

She remains motionless (were the images we just saw a 
nightmare, or a jumbled childhood memory?)

Elizabeth slowly looks as far out the corner of her eyes as 
possible without moving. Might there be someone in the room 
with her, looming over her? 

She turns, ready for anything. She is alone.

Elizabeth sits up, turns up the flame on an oil lamp beside the 
canopied bed.  She carries the lamp across the room to a 
dressing table, sits down.

She pulls one of the small drawers all the way out, reaches 
into a space beneath it and removes --

The MEDALLION. She has kept it all this time. It has not lost
its luster -- or its sense of menace. She gazes at it as she
absently returns the draw to its place --

A BOOMING knock on the door; Elizabeth jumps up, startled,
knocking over the chair. 

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

                     ELIZABETH 
          Yes -- yes.

She puts on the medallion, throws a dressing gown on as Swann 
enters, carrying a large box. A uniformed maid, ESTRELLA, 
follows.

                     SWANN
          Still abed at this hour? It's a 
          beautiful day!

Estrella pulls back the heavy curtains, revealing: 

Beneath a blue sky lies the bucolic town of PORT ROYAL, built
on a natural harbor. On a bluff at the mouth of the harbor 
stands FORT CHARLES, its stone parapets lined with cannons.

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

He opens the box, and displays for her a gorgeous velvet
dress. She lets out an admiring gasp.

                     ELIZABETH
          It's -- beautiful. May I inquire as 
          to the occasion? 

                     SWANN
          Is an occasion necessary for a 
          father to dote upon his daughter 
          with gifts? 

Elizabeth happily takes it, goes behind a screened-off dressing 
area. Estrella follows, carrying the box.

                     SWANN (CONT'D)
          Although ... I did think you could 
          wear it to the ceremony today.

                     ELIZABETH (O.S.)
          Ceremony?

                     SWANN
          Captain Norrington's promotion 
          ceremony.

Elizabeth peeks around the screen.

                     ELIZABETH
          I knew it.

                     SWANN
          Or, rather, Commodore Norrington 
          ... a fine gentleman, don't you 
          think? 
                (no answer)
          He fancies you, you know.
                
Behind the screen, Elizabeth GASPS.

                     SWANN (CONT'D)
          Elizabeth? How's it coming?

ON ELIZABETH -- She holds her hair and the medallion (still 
around her neck) out of the way as the maid cinches her into a
corset over her slip. Estrella has her foot in Elizabeth's 
back as she pulls the laces tight.

                     ELIZABETH
          Difficult ... to say.

                     SWANN (O.S.)
          I'm told that dress is the very 
          latest fashion in London.

                     ELIZABETH
                (holding her breath)
          Women in London must have learned 
          to not breathe.

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

A butler appears in the doorway of the room.

                     BUTLER
          Governor? A caller is here for you.

INT. GOVERNOR'S MANSION - FOYER - DAY

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

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

The caller turns -- it is WILL TURNER. Handsome, with a watchful 
demeanor that gives him a weight beyond his years.

                     WILL
          Good day, sir. 
               (holds out the case)
          I have your order.

Swann hurries to him, opens the case. Inside is a beautiful 
dress sword and scabbard. Swann takes it out reverently. 

                     WILL (CONT'D)
          The blade is folded steel. That's 
          gold filigree laid into the handle. 
          If I may --

He takes the sword from Swann, and balances it on one finger at 
the point where the blade meets the guard.

                     WILL (CONT'D)
          Perfectly balanced. The tang is 
          nearly the full width of the blade. 

                     SWANN
          Impressive ... very impressive. 
          Commodore Norrington will be 
          pleased, I'm sure. Do pass my 
          compliments on to your master.

Will's face falls. Clearly, the work is his, and he is proud 
of it. With practiced ease, he flips the sword around, catches 
it by the hilt and returns it to the case. 

                     WILL
               (bows slightly)
          I shall. A craftsman is always 
          pleased to hear his work is 
          appreciated --

He stops speaking abruptly, staring past Swann --

Elizabeth stands on the stairs. Granted, the dress may be 
painful to wear, but holy smokes!

                     SWANN
          Elizabeth! You look stunning!

Will tries to speak, but can't. He gives up, smiles to himself, 
and simply nods emphatically.

                     ELIZABETH
          Will! It's so good to see you!
                
Her hand goes to the chain around her throat (the medallion is
hidden in the bodice of her dress).

                     ELIZABETH (CONT'D)
          I dreamt about you last night.

Will reacts with surprise: "Really?"

                     SWANN
          Elizabeth, this is hardly 
          appropriate --
 
                     ELIZABETH
               (ignores her father)
          About the day we met. Do you 
          remember?

                     WILL
          I could never forget it, Miss Swann.

                     ELIZABETH
          Will, how many times must I ask you 
          to call me 'Elizabeth'?

                     WILL
          At least once more, Miss Swann. 
          As always.

Elizabeth is disappointed and little hurt by his responce.
 
                     SWANN
          Well said! There's a boy who 
          understands propriety. Now, we must 
          be going.

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

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

                     ELIZABETH
          Good day, Mr. Turner.

EXT. GOVERNOR'S MANSION - DAY

Swann follows Elizabeth out the door. 

                     WILL
          Good day.

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

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

IN THE CARRIAGE: Swann glowers at his daughter.

                     SWANN
          Dear, I do hope you demonstrate a 
          bit more decorum in front of 
          Commodore Norrington. After all, it 
          is only through his efforts that 
          Port Royal has become at all 
          civilized.

EXT. PORT ROYAL - HARBOR - DAY

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

PIRATES - YE BE WARNED

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

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

-- and that's when we see that his ship is not an imposing
three-master, but just a small fishing dory with a single
sail, plowing through the water -- the Jolly Mon.

And it leaks. Which is why he has the tankard: to bail.

Jack steps back to the tiller, and using a single sheet to
control the sail, and the Jolly Mon comes around the 
promontory, the whole of Port Royal laid out before him.

The huge British dreadnaught, H.M.S. Dauntless dominates the
bay. But Jack's attention is on a different ship: the H.M.S.
Interceptor, a small sleek vessel with rail guns and a mortor
in the middle of the main deck. It is tied up at the Navy 
landing, at the base of the cliffs below Fort Charles.

EXT. PORT ROYAL - DOCKS - DAY

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

                     HARBORMASTER
          If you're rolling scuppers in this
          tub, you're either incredibly brave
          or incredibly stupid.

                     JACK
          It's remarkable how often those 
          two traits coincide.

He starts up the dock, starpping on his sword belt; besides the 
scabbard, it also carries a compass, pistol and small powder
horn. The Harbormaster cuts him off.

                     HARBORMASTER
          It's a shilling for the dock space,
          and you're going to have to give me
          your name.

                     JACK
          What do you sat three shillings, 
          and we forget the name?

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

                     HARBORMASTER
          Welcome to Port Royal, Mr. Smith.

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

EXT. FORT CHARLES - DAY

With choreographed percision, Swann removes the sword and 
scabbard from the presentation case, held by a uniformed Navy
man. He slides the sword into the scabbard, holds it out 
vertically to Norrington, in full dress uniform.

Norrington grasps the scabbard above Swann's hand, and Swann
lets go. Norrington draws the sword, flourishes the sword, and
snaps the blade up in front of his face. Swann steps forward, 
pins a medal to Norrington's jacket, steps back.

Norrington nods, turns smartly and nods to his fellow officers,
turns again and nods to the audience -- dignitaries, merchants,
plantation owners, their families. Another flourish, and he
returns the sword to its scabbard.

The silence is broken loud APPLAUSE. Backslapping from the Navy
men.

In the audience, Elizabeth doesn't look so good, out beneath 
the hot sun. She applauds briefly, then winces. Discretely 
tries to adjust the corset through the material of the dress,
then resumes clapping, trying to hide her discomfort.

EXT. PORT ROYAL - NAVY DOCK - DAY

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

                     MURTOGG
          This dock is off-limits to 
          civilians.  

                     JACK
          Sorry, I didn't know.

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

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

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

                     JACK
          This must be some important boat.

                     MULLROY
          Ship.

                     JACK
          Ship.

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

                     MULLOY
          Commodore.

                     MURTOGG
          Right.  Commodore Norrington.

                     JACK
          That's a fine goal, I'm sure ...
          But it seems to me a ship like
          that --
               (indicates the Dauntless)
          -- makes this one here just a wee
          superflous.

                     MURTOGG
          Oh, the Dauntless is the power in
          these waters, true enough -- but 
          there's no ship that can match the
          Interceptor for speed.

                     JACK
          That so?  I've heard of one, 
          supposed to be fast, neigh 
          uncatchable ... the Black Pearl?

Mullroy scoffs at the name.

                     MULLROY
          There's no *real* ship as can match
          the Interceptor.

                     MURTOGG
          The Black Pearl is a real ship.

                     MULLROY
          No, it's not.

                     MURTOGG
          Yes it is.  I've seen it.

                     MULLROY
          You've seen it?

                     MURTOGG
          Yes.

                     MULLROY
          You've seen the Black Pearl?

                     MURTOGG
          Yes.

                     MULLROY
          You haven't seen it.

                     MURTOGG
          Yes, I have.

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

                     MURTOGG
          ... No.

                     MULLROY
          No.

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

                     MULLROY
          Oh, and no ship that's not crewed
          by the damned and captained by a
          man so evil that hell itself spat
          him back out could possibly have
          black sails and therefore couldn't
          possibly be any ship other than
          the Black Pearl.  Is that what
          you're saying?

                     MURTOGG
          ... no.

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

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

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

                     MULLROY (CONT'D)
          You!

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

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

Jack spreads his hands in apology.

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

The sailors study him suspiciously.

                     MURTOGG
          What's your name?

                     JACK
          Smith.

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

                     MURTOGG
          And no lies!

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

                     MURTOGG
          I said, no lies.

                     MULLROY
          I think he's telling the truth.

                     MURTOGG
          He's not telling the truth.

                     MULLROY
          He may be.

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

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

Murtogg and Mullroy consider that point --

EXT. FORT CHARLES - DAY

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

                     NORRINGTON
          May I have a moment?

He extends his hand. She takes it. He walks her away from the
party, toward the parapet. A rather too long of a silence as
Norrington works up his courage.

                     NORRINGTON (CONT'D)
               (a burst)
          You look lovely.  Elizabeth.

Elizabeth frowns, unable to focus.  Norrington mistakes her 
expression as disapproval.

                     NORRINGTON (CONT'D)
          I apologize if I seem forward --
          but I must speak my mind.
               (working up his 
                confidence to do so)
          This promotion confirms that I have
          accomplished the goals I set for
          myself in my career.  But it also
          casts into sharp relief that which
          I have not achieved.  The thing all
          men most require: a marriage to a
          fine woman.
               (beat)
          You have become a fine woman, 
          Elizabeth.

                     ELIZABETH
          I can't breathe.

                     NORRINGTON
               (smiles)
          I'm a bit nervous, myself --

Elizabeth loses her balance, stumbles away from Norrington. She 
reaches a hand out to the parapet to steady herself, but it
slides off --

-- and then she vanishes over the wall. Gone.

                     ELIZABETH
          Elizabeth!

EXT. PORT ROYAL - NAVY DOCKS - DAY

Jack reacts, pushes Murtogg aside to see --

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

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

AT THE FORT, 

Norrington looks down --

                     NORRINGTON 
          ELIZABETH!

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

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

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

EXT. PORT ROYAL - NAVY DOCKS - DAY

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

                     JACK
          Aren't you going to save her?

                     MULLROY
          I can't swim.

Murtogg shakes his head -- neither does he.

                     JACK 
               (rolls his eyes)
          Sailors.

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

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

                     JACK (CONT'D)
          Fine.
 
He pulls a pistol from his sword belt, hands it to Murtogg; 
then hands the belt to Mullroy.

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

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

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

UNDERWATER, 

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

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

EXT. PORT ROYAL - VARIOUS - DAY

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

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

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

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

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

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

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

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

EXT. PORT ROYAL - CLIFFSIDE - DAY

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

EXT. PORT ROYAL - OCEAN - DAY

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

ON THE SURFACE,

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

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

The dress falls like a cloud into darkness --

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

AT THE DOCK,

Murtogg and Mullroy are there to help haul Elizabeth out of
the water.

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

                     MULLROY
          Not breathing.

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

                     JACK
          Move.

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

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

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

                     MULLROY
          I never would have thought of that.

                     JACK
          Clearly, you've never been to
          Singapore.

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

The MEDALLION. Jack catches it up in his hand.

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

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

                     NORRINGTON
          On your feet.

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

                     SWANN
          Elizabeth!  Are you all right?

He strips off his jacket, drapes it around her.

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

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

                     NORRINGTON
          I believe thanks are in order.

Jack takes Norrington's hand gingerly. They shake --

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

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

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

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

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

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

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

                     JACK
          Captain Jack Sparrow.  If you 
          please. 

Norrington looks out at the bay.

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

                     MURTOGG
          He said he'd come to commandeer
          one.

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

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

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

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

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

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

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

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

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

                    JACK
          Ah, but you have heard of me.

Gillette returns with shackles, approaches Jack.

                    NORRINGTON
          Carefully, lieutenant.

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

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

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

Gillette snaps the manacles closed on Jack's wrists.

                     JACK
          But it seems to be enough to 
          condemn him.

                     NORRINGTON
               (smiles)
          Indeed.

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

                     JACK
         Finally.

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

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

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

Norrington hesitates, balls his fists in frustration.

                     JACK (CONT'D)
          Commodore!

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

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

Elizabeth is more angry than frightened.

                     ELIZABETH
          Miss Swann.

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

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

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

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

                     ELIZABETH
               (as she works)
          You are despicable.

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

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

                     JACK (CONT'D)
          Gentlemen ... m'lady ... you will
          always remember this as the day you
          almost caught Captain Jack Sparrow.

He shoves Elizabeth away, grabs a rope and pulls free a 
belaying pin -- a counterweight drops and Jack is lifted up to
the middle of the gantry, where he grabs a second rope --

Pistols fire -- and miss. Jack swings out, out, out, away from 
and around the gantry.

Norrington has held his shot. With careful aim, he tracks 
Jack's trajectory --

Jack drops from the rope even as Norrington FIRES. His shot
tears the rope --

-- as Jack plummets past one of the gantry's guy lines, he 
snaps the length of the manacle chain over the line and grabs
hold of the far loop -- slides down the line --

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

                     NORRINGTON
          On his heels!  Gillette, bring a 
          squad down from the fort!
               (to Elizabeth)
          Elizabeth, are you --

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

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

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

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

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

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

But she accepts his comforting embrace.

EXT. PORT ROYAL - TOWN - ALLEY - DAY

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

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

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

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

INT. BLACKSMITH'S FORGE - DAY

Jack slips through the door, takes a look around:

No windows. The forge is dark, lit by lanterns. Work-in-
progress is scattered about: wagon wheels, wrought iron gates,
pipes -- even a cannon with a crack in it. But every tool is in
place; the workbench is tidy and neat.

Jack is startled by a noise: MISTER BROWN, in a blacksmith's
apron, snores in the corner, cradling a bottle. Jack gives him 
a hard poke. Another. Brown snorts, turns away.

Satisfied, Jack sheathes his sword, takes a short-handled
sledge from its place on the wall. Moves to the glowing coke
furnace in the middle of the room.

Slowly... he holds his right hand over the furnace, the chain
down in the embers. The chain begins to GLOW. Jack sweats,
grimaces at the pain --

Moving quickly, he wraps the chain around the nose of an anvil,
brings the sledge down with a fast, hard stroke on the glowing
links. One SHATTERS. Jack drops the sledge, plunges his 
manacled hand in a bucket of water. Steam billows.

Jack pulls his hand out, flexes it. Blisters form beneath the
manacle -- but his hands are free.

The SOUND of the latch on the door -- Jack dives for cover.

Will enters the forge, shuts the door behind him. Spots the
drunken Mister Brown in the corner.

                     WILL
          Right where I left you.

Something catches his eye: an empty peg on the wall. The sledge
lying beside the anvil.

                     WILL (CONT'D)
               (under his breath)
          Not where I left you.  

He moves casually toward the sledge. The grabs for it -- but
the flat of a sword blade slaps his hand. Will jumps back.

Jack stands there, sword leveled at Will. He backs Will up,
toward the door. Will glares at him.

                     WILL (CONT'D)
               (voice low and tight)
          You're the one they're hunting.
          The *pirate*.

Jack acknowledges it with the tip of his head ... then frowns,
regards Will.

                     JACK
         You look familiar ... Have I ever
         threatened you before?

                     WILL
         I've made a point of avoiding
         familiarity with pirates.

                     JACK
         Ah.  Then it would be a shame to put
         a black mark on your record.  So if
         you'll excuse me ...

Beside the door is a grindstone, a sword resting in the honing
guide. Before Jack can react, Will has it in hand.

                     JACK (CONT'D)
          Do you think this is wise, boy?
          Crossing blades with a pirate?

                     WILL
          You threatened Miss Swann.

                     JACK
          Only a little.

In responce, Will assumes an en garde position. Jack appraises
him, unhappy to see Will knows what he's doing.

Jack attacks. The two men stand in one place, trading feints,
thrusts and parries with lightning speed, almost impossible to
follow. Will has no trouble matching Jack.

                     JACK (CONT'D)
          You know what you're doing, I'll 
          give you that ... Excellent form
          ... But how's your footwork?  If I
          step here --

He takes a step around an imaginary circle. Will steps the 
other way, maintaining his relationship with Jack.

                     JACK (CONT'D)
          Very good!  And if I step again,
          you step again ...
               (continuing to step
                around the circle)
          And so we circle, circle, like dogs
          we circle ...

They are now exactly opposite their initial positions.

                     JACK (CONT'D)
          Ta!

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

Will registers with angry surprise -- and then with a vicious
overhand motion, he throws his sword --

-- the sword buries itself into the door, just above the latch,
barely missing Jack. Jack registers it, then pulls on the 
latch, but it won't move up -- the sword is in the way.

Jack rattles the latch. Tugs on the sword a few times -- it is
really stuck in there. Jack mouths a curse, but when he turns
back to Will, he's smiling.

                     JACK (CONT'D)
          That's a good trick.  Except, once
          again, you are between me and the
          way out.
               (points his sword at
                the back door)
          And now you have no weapon.

Eyes on Jack, Will simply picks up a new sword from an anvil.
Jack slumps in dismay -- but then he leaps forward.

Will and Jack duel. Their blades flash and ring. Suddenly, Jack
swings the chain still manacled to his left hand at Will's 
head. Will ducks it, comes up wide-eyed.

Then Jack's chain smashes across Will's sword, disarming him.

Will quickly picks up another sword. Jack becomes aware that
the entire room is filled with bladed weapons: swords, knives,
boarding axes in various stages of completion.

                     JACK (CONT'D)
          Who makes all these?

                     WILL
          I do.  And I practice with them.
          At least three hours a day. 

                     JACK
          You need to find yourself a girl.
               (Will sets his jaw)
          Or maybe the reason you practice
          three hours a day is you've found
          one -- but can't get her?

A direct hit -- and Will coils even more tightly with anger.

                     WILL
          No.  I practice three hours a day
          so that when I meet a pirate ...
          I can kill him.

He explodes: kicks a rack, causing a sword to fall into his 
hand; uses his foot to bring his dropped sword into the air,
catches it -- and attacks Jack, both blades flashing.

Jack parries with sword and chain. Jack's chain wraps around
Will's sword; Will twists the handle of his guard through a
link, and stabs the sword up into the ceiling --

So Jack's manacled left arm is now suspended from the ceiling.
Not good. He parries using one hand, twisting and dodging 
around the furnace --

Jack compresses the bellows, blowing a SHOWER OF SPARKS into
Will's face. Jack grabs the chain, hoists himself up, kicks
with his feet, knocking Will back.

Jack uses his full weight, yanks the sword from the ceiling.
Hurls a wooden mallet at Will, then a second, hitting Will on
the wrist. Will drops his sword, falls down, gets up --

Jack's pistol is aimed directly between Will's eyes.

Will steps back, directly in front of the back exit. Glares,
rubs his wrist gingerly.

                     WILL (CONT'D)
          You cheated.

                     JACK
               (smiles; what did you
                expect?)
          Pirate.

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

                     JACK (CONT'D)
          Move away.

                     WILL
          No.

                     JACK
          Move!

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

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

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

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

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

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

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

                     BROWN
          Just doing my civic duty.

Jack groans. Norrington stands over him, smiles.

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

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

                     BROWN
          That ratter broke my bottle.
           
EXT. PORT ROYAL - NIGHT

The thick fog blankets the entire bay now, and the town. The
only structure visible is Fort Charles, high on the bluff, like
a tall ship sailing a sea of grey.

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

ANGLE - FORT CHARLES, 

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

The Black Pearl has come to Port Royal.

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

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

                     ELIZABETH
          Nice and toasty.  Thank you, 
          Estrella.

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

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

INT. BLACKSMITH'S FORGE - NIGHT

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

His attention is drawn to the window. He opens the shutter and
peers out -- nothing but fog. Almost without noticing, he 
reaches for a broading axe hanging on the wall. Takes it down;
it has a satisfying weight in his hands.

INT. CELL BLOCK - NIGHT

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

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

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

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

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

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

EXT. FORT CHARLES - PARAPETS - NIGHT

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

                     SWANN
          Has my daughter given you an answer
          yet?

                     NORRINGTON
          No.  She hasn't.

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

                     NORRINGTON
          Bleak.  Very bleak.

>From the distance, there is a BOOM --

                     SWANN
          What was that?

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

                     NORRINGTON
          Cannon fire!

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

INT. CELL BLOCK - NIGHT

Jack sits up. There are more BOOMS --

                     JACK
          I know those guns!

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

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

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

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

EXT. PORT ROYAL - HARBOR - NIGHT

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

EXT. PORT ROYAL - TOWN - NIGHT

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

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

INT. BLACKSMITH'S FORGE - NIGHT

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

Will slides back the doors of the forge --

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

EXT. FORT CHARLES - PARAPETS - NIGHT

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

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

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

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

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

The battle is joined --

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

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

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

INT. SECOND FLOOR HALLWAY - NIGHT

She reaches the railing overlooking the foyer, and cries out,
just as the butler opens the door -- too late; there is a BOOM
of a gun, and the butler crumples.

Elizabeth ducks down in horror, peering through the balusters.
The pirates scan the foyer, searching. The leader is PINTEL, 
a sallow-looking pirate with a bald head.

Suddenly Pintel looks up, and locks eyes with Elizabeth. How
could he know she was there?

                     PINTEL
          Up there!

The pirates rush for the stairs. Elizabeth scrabbles back into
the nearest room --

INT. SITTING ROOM - NIGHT

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

                     ESTRELLA
          Miss Elizabeth?

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

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

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

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

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

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

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

INT. ELIZABETH'S BEDROOM - NIGHT

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

INT. SITTING ROOM - NIGHT

Estrella breaks cover, runs for the hall, unnoticed.

INT. ELIZABETH'S BEDROOM - NIGHT

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

Elizabeth dashes for the hallway stairs --

INT. SECOND FLOOR HALLWAY/FOYER - CONTINUOUS - NIGHT

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

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

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

Elizabeth pulls up short, runs the other way --

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

INT. DINING ROOM - NIGHT

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

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

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

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

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

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

INT. FIRST FLOOR HALLWAY - NIGHT

The doors give way; the pirates charge through --

INT. DINING ROOM - CONTINUOUS - NIGHT

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

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

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

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

INT. DUMBWAITER - NIGHT

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

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

Elizabeth registers that -- she pulls out the medallion, rubs
the gold with her thumb. This is their objective. Light spills
into the box through gaps in the top as the door above is slide
open -- Elizabeth looks up through the gaps --

Pintel leers down at her.

                     PINTEL (CONT'D)
          Hello, poppet.  

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

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

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

The rope parts, and the dumbwaiter box PLUMMETS --

INT. KITCHEN - NIGHT

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

The sound of the running FOOTSTEPS gets louder ...

                     ELIZABETH
          Please, no ...

Elizabeth touches the chain of the medallion ... and a 
desperate idea occurs to her.

The pirates burst through the doors. Elizabeth backs away, 
holds the bread knife to ward them off. They come around either
side of the table, stalking her --

                     ELIZABETH
               (gasps it out)
          Par... Parlay!

Pintel can't believe his ears.

                     PINTEL
          What?

                     ELIZABETH
          Parlay!  I invoke the right of 
          parlay!  According to the Code of
          the Brethern, set down by the 
          pirates Morgan and Bartholomew,
          you must take me to your Captain!

                     PINTEL
          I know the code.

                     ELIZABETH
          If an adversary demands parlay, you
          can do them no harm until the 
          parlay is complete.

                     PINTEL
          It would appear, so do you.

                     SMOLDERING PIRATE
          To blazes with the code!

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

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

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

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

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

EXT. PORT ROYAL - STREET - NIGHT

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

Will hurries forward --

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

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

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

On the ground, Will doesn't move.

INT. FORT CHARLES - CELL BLOCK - NIGHT

The wall of the cells EXPLODES inward. Jack pulls himself out
from under the rubble. Moonlight spills in through the gaping
hole created by the cannon ball. Beyond it: freedom.

But it is centered on the other cell. The part of Jack's cell
that is gone is too small for a man to slip through.

                     PRISONER
          Praise be!

He and the other two scramble through.

                     PRISONER (CONT'D)
               (back to Jack)
          My sympathies, friend -- you've no
          manner of luck at all!

The three descend the rocks beyond, disappearing from view.

Jack is alone. Cannon fire continues, occasional hits shaking
the fort. The dog cowers under a long bench, key ring still in
his mouth. Jack sighs -- resigned, he picks up the bone from 
the other cell, and tries coax the dog forward.

                     JACK
          It's all right, doggie ... come 
          here, boy.  Come here, Spot.  
          Rover.  Fido?

To his surprise, the dog crawls out from under the bench. Jack
continues to coax him closer.

The key ring is nearly within Jack's reach -- suddenly, the
dog's attention goes to the door into the cell block. He 
BRISTLES, GROWLS. He backs away from the door, whining.

                     JACK (CONT'D)
          What's the matter, boy?

The dog bolts, through the bars, into the cell, then out 
through the breached wall -- taking the keys with him.

The door to the cell block bursts open. A pair of pirates step
in: KOEHLER and TWIGG.

                     TWIGG
          This isn't the armory.

He turns to go, but Koehler has spotted Jack.

                     KOEHLER
               (Dutch accent)
          Well, well ... Look what we have 
          here, Twigg.  It's Captain Sparrow.

                     TWIGG
          Huh.  Last time I saw you, you were
          all alone on a God-forsaken island,
          shrinking into the distance.  I'd
          heard you'd gotten off, but I 
          didn't believe it.

                     KOEHLER
          Did you sprout little wings and fly
          away?

                     TWIGG
          His fortunes aren't improved much.

The two laugh. Jack doesn't. He steps forward, close to the 
bars. This puts him in a spill of moonlight. He is tight with
fury.

                     JACK
          Worry about your own fortunes.  The
          lowest circle of hell is reserved
          for betrayers ... and mutineers.

Koehler and Twigg don't like hearing that. Koehler lashes out,
grabs Jack by the throat through the bars. Jack clutches the
pirates wrist, looks down --

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

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

                     JACK (CONT'D)
          You are cursed.

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

                     JACK (CONT'D)
          The stories are true.

Koehler ushers Twigg toward the door. Looks back.

                     KOEHLER
          You know nothing of hell.

And then they're gone.

EXT. PORT ROYAL - NIGHT  

Amid the thunder of cannon fire, a longboat slips through the
fog. Elizabeth sits in the prow. Columns of water from the 
cannon balls geyser up around the boat.

The fog parts. Elizabeth looks up to see --

The Black Pearl, a tall galleon, its black sails looming high
above her. At the bow is an ornately carved figurehead of a
beautiful woman, arm held high, a small bird taking wing from
her outstretched hand.

The longboat makes for a pair of lines dangling from a winch.

EXT. BLACK PEARL - MAIN DECK - NIGHT
 
Lit by lanterns; no moon is visible beneath the fog. Smoke 
hangs heavy above the deck.

Elizabeth's longboat is raised above the deck rail -- pirates
spot her, and stare. One polite fellow steps forward to offer
his hand. She takes it and steps down. She huddles, self-
conscious in her nightgown and dressing robe.

                     BOSUN
          I didn't know we was taking 
          captives.

                     PINTEL
          She's invoked the right of parlay
          ... with Captain Barbossa.

ON THE POOP DECK -- an imposing FIGURE in silhouette stands by
the wheel, too far away to have heard Pintel's words. But his
head turns at the mention of his name.

The silhouetted figure moves toward the stairs. A cloud of
SMOKE obscures him -- and then, as if he skipped the stairs, he
strides out of the SMOKE on the main deck --

This is BARBOSSA. Despite the bright colors of clothing, 
definitely not a man you'd want to meet in a dark alley -- or
anywhere, for that matter.

Elizabeth, more terrified than ever, cannot look away from his
eyes. But she musters her courage --

                     ELIZABETH
          I am here to --

Bosun SLAPS her.

                     BOSUN
          You'll speak when spoken to!

His wrist is grabbed -- painfully -- by Barbossa.

                     BARBOSSA
          And you'll not lay a hand on those
          under the protection of parlay!

                     BOSUN
          Aye, sir.

Barbossa releases him. Turns to Elizabeth, smiles -- it shows
both gold and silver teeth.

                     BARBOSSA
          My apologies, miss.  As you were
          saying, before you were so rudely
          interrupted?

                     ELIZABETH
          Captain Barbossa ... I have come
          to negotiate the cessation of
          hostilities against Port Royal.

Barbossa is both impressed and amused.

                     BARBOSSA
          There was a lot of long words in
          there, miss, and we're not but
          humble pirates.  What is it you     
          want?

                     ELIZABETH
          I want you to leave.  And never
          come back.

Barbossa and the pirates laugh.

                     BARBOSSA
          I am disinclined to acquiesce to
          your request.
               (helpfully)
          Means 'No.'

                     ELIZABETH
          Very well.

She quickly slips the medallion off, darts to the side of the
rail, dangles it over the side of the ship. The pirates go
quiet.

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

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

                     ELIZABETH
          Because it's what you're searching
          for.  You've been searching for it
          for years.  I recognize this ship.
          I saw it eight years ago, when we
          made the crossing from England.

                     BARBOSSA
               (interested)
          Did you, now?

Elizabeth glares at him. She's getting nowhere.

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

She flips the medallion up, off her finger --

                     BARBOSSA
          NO!

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

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

                     ELIZABETH
          Elizabeth --
               (stops herself from
                saying "Swann"; then)
          Turner.
               (embroidering)
          I'm a maid in the governor's
          household.
               (curtsies)

Barbossa reacts to the name Turner: it confirms what he has 
suspected. The other pirates surreptitiously exchange glances
and nods.

                     BARBOSSA
          You've got sand, for a maid.

                     ELIZABETH
               (curtsies again)
          Thank you, sir.

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

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

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

                     ELIZABETH
          Can I trust you?

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

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

                     ELIZABETH
          Our bargain..?

Barbossa grins devilishly -- but then nods to Bosun.

                     BOSUN
          Still the guns, and stow 'em!  
          Signal the men, set the flags, and
          make good to clear port!

For the first time since the attack began, the BOOMING of the
guns ceases. Elizabeth is surprised -- and relieved. The 
pirates hustle to follow orders. Barbossa turns away.

                     ELIZABETH
          Wait!  You must return me to shore!
          According to the rules of the Order
          of the Brethen --

Barbossa wheels on her.

                     BARBOSSA
          First.  Your return to shore was 
          not part of our negotiations nor
          our agreement, and so I 'must' do
          nothing.  Secondly: you must be a
          pirate for the pirate's code to
          apply.  And you're not.  And 
          thirdly ... the code is more what
          you'd call guidelines than actual
          rules.
               (grins gold and silver)
          Welcome aboard the Black Pearl,
          Miss Turner.

Elizabeth stares in speechless terror --

EXT. PORT ROYAL - HARBOR - PRE-DAWN

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

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

EXT. PORT ROYAL - STREET - PRE-DAWN

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

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

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

INT. GOVERNOR'S MANSION - MORNING

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

                     WILL
          Miss Swann!  Elizabeth!

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

INT. FORT CHARLES - NORRINGTON'S OFFICE - MORNING

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

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

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

                     NORRINGTON
          We're aware of the situation.

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

Swann's worry has made him short-tempered.

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

Murtogg has remembered something. He ventures it warily:

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

                     MULLROY
          Mentioned it, is more what he did.

                     MURTOGG
          Still --

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

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

                     WILL
          We could strike a bargain --

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

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

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

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

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

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

INT. FORT CHARLES - JAIL CELLS - MORNING

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

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

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

                     JACK
          Somewhat.

                     WILL
          Where does it make berth?

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

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

                     JACK
          Why ask me?

                     WILL
          Because you're a pirate.

                     JACK
          And you want to turn pirate 
          yourself?

                     WILL
          Never.
               (beat)
          They took Miss Swann.

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

Will slams his fist against the bars in furstration. Jack is
surprised at the outburst. Will thinks ... makes a decision.

                     WILL
          I can get you out of here.

                     JACK
          How?  The key's run off.

                     WILL
               (examines his cell)
          I helped build these cells.  Those
          are hook-and-ring hinges.  The 
          proper application of strength, the
          door'll lift free.  Just calls for
          the right lever and fulcrum ...

Jack watches Will as he speaks, and it dawns on him -- Will is
the spitting image of someone he's known in the past.

                     JACK
          You're name is Turner.

Will gives him a puzzled look.

                     WILL
          Yes.  Will Turner.

Jack grins.

                     JACK
          Will Turner...
               (he stands)
          I'll tell you what, Mr. Turner.  
          I've changed my mind.  You spring
          me from this cell, and on pain of
          death, I'll take you to the Black
          Pearl.
               (sticks out his hand)
          Do we have an accord?

Will gives him a suspicious look. The deal seems too good. Jack
keeps his hand out, still smiling. Will shakes it.

                     WILL
          Agreed.

                     JACK
          Agreed!

Will looks around, figures out what he needs. He makes a chair
his fulcrum, and levers the long bench under the door. Pushes
down -- it's hard work -- but the cell door rises, and then
falls forward, CRASHING down on the bench and chair.

Jack is impressed. He steps out of the cell.

                     WILL
          Someone will have heard that.
          Hurry.

Will heads for the door. Jack searches the desk, cupboards.

                     JACK
          Not without my effects.

                     WILL
          We need to go!

Jack finds his pistol, sword belt, and compass. Straps on the
belt, checks the shot in his pistol.

                     WILL (CONT'D)
          Why are brothering with that?

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

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

                     JACK
          Good.

EXT. PORT ROYAL - DOCKS - MORNING

The Jolly Mon, four inches of water in the bottom, squats low
in the water, heeled to one side, creeking on its lines.

                     JACK (O.S.)
          Ah, now there's a lovely sight!

Jack hops down into the boat. Prepares to make way.

                     JACK (CONT'D)
          I knew the Harbormaster wouldn't 
          report her.  Honest men are slaves
          to their conscience, and there's no
          predicting 'em.  But you can always
          trust a dishonest man to stay that
          way...

Jack notices that Will is standing, frozen on the dock, staring
at the boat in dismay.

                     JACK (CONT'D)
          Come aboard.

                     WILL
          I haven't set foot off dry land
          since I was twelve, when the ship
          I was on exploded.
               (regards the boat)
          It's been a sound policy.

                     JACK
          No worries there.  She's far more
          likely to rot out from under us.

Will steels himself, steps into the boat as if it's going to
capsize with the slightest movement. Jack hoists the sail.

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

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

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

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

                     WILL
          It's still against the law.

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

EXT. PORT ROYAL - MORNING  

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

                     WILL
          This is either crazy, or brilliant.

                     JACK
          Remarkable how often those two 
          traits coincide.

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

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

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

Suddenly, Jack and Will jump out, into the open -- brandishing
pistols.

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

                     WILL
               (a beat)
          Aye!  Avast!

Jack gives him a look, shakes his hand: don't do that.

The sailors all look at them -- and then burst out LAUGHING.
They grin, shake their heads. Jack stands there, grinning with
them -- but his gun is still level. The Lieutenant, GILLETTE,
steps forward.

                     GILLETTE
          You're serious about this.

Jack moves his pistol across, points it at Gillette.

                     JACK
          Dead serious.

                     GILLETTE
          You understand this ship cannot be
          crewed by only two men.  You'll
          never make it out of the bay.

                     JACK
          We'll see about that.

More guffaws from the crew. A couple sailors more forward, 
hands on swords -- Gillette holds up a hand.

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

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

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

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

EXT. DAUNTLESS - STERN - MORNING

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

                     JACK
          A little help?

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

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

The windlass turns, bringing Mullroy into view.

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

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

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

Another quarter turn --

                     WILL
          No.

EXT. DAUNTLESS - FORECASTLE - DAY

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

                     JACK
          Lookee there, mate!  We're 
          underway!

EXT. PORT ROYAL - DOCK - DAY

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

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

                     SWANN
          Commodore --

                     NORRINGTON
          A moment.

                     SWANN
          But --

                     NORRINGTON
          Please.

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

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

The main deck. He picks out Will --

                     NORRINGTON
          Rash, Turner, too rash.

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

                     NORRINGTON (CONT'D)
          That is, without a doubt, the worst
          pirate I have ever seen.

EXT. H.M.S. DAUNTLESS - DAY

Out in the open sea, Jack leans on the wheel, relaxed; not much
sailing to do with a following wind. Will looks back --

                     WILL
          They're coming!

He points: the sails of the Interceptor fill out, and the ship
cuts through the water toward them --

EXT. H.M.S. INTERCEPTOR - DAY

Norrington's smaller ship quickly comes alongside the 
slowmoving Dauntless. Its decks appear empty. Grappling hooks
are thrown, and sailors draw the two ships together.

Norrington's men swarm across.

                     NORRINGTON
          Search every cabin, every hold, 
          down to the bilges!

PULL BACK, away from the Dauntless, and past the railing of the
Interceptor, where a single SENTRY stands watch -- and we find
a soaked Jack and Will as they climb up over the side of the
smaller ship, unseen.

Jack tackles the Sentry from behind, covers his mouth.

                     JACK
          Can you swim?
               (the man struggles)
          Can.  You.  Swim?

Jack removes his hand.

                     SENTRY
          Of course, sir.  Like a fish.  I
          grew up summers living in Dover,
          with my uncle --

                     JACK
          Good.

Jack lifts the man up, throws him overbroad. Quickly unties the
ropes to the grappling hooks. Will cranks the capstan bars,
raising the foresail --

EXT. H.M.S. DAUNTLESS - DAY

Norrington emerges from a gangway -- and sees his other ship
moving away.

                     NORRINGTON
          Sailors!  Back to the Interceptor!

But the distance is already too great. One brave sailor tries 
to swing across on a rope, Errol-Flyn style, but falls short
with a splash.

Jack waves, and shouts across the distance --

                     JACK
          Thank you, Commodore, for getting
          our ship ready to make way!  
          We'd've had a hard time of it by
          ourselves!

Norrington seethes, but his order to Gillette is measured:

                     NORRINGTON
          Raise the sails.

                     GILLETTE
          The wind is quarter from astern ...
          by the time we're underway, we'll
          never catch them.

                     NORRINGTON
          We need only to come about, to put
          them in range of the long nines.

Gillette looks surprised at the order -- but relays it.

                     GILLETTE
           Hands!  Come about!  Jackets off
           the cannons!
               (to Norrington)
           We are to fire on our own ship?

                     NORRINGTON
           Better to see it at the bottom 
           of the sea than in the hands of a
           pirate.

The STEERSMAN turns the wheel. The Dauntless' course does not
change one whit.

                     STEERSMAN
           Captain, there's a problem.

The Steersman spins the wheel. It goes round and round, with no
signs of slowing.

                     STEERSMAN (CONT'D)
           He's disabled the rudder chain, 
           sir.

                     NORRINGTON
           So it would seem.

The Interceptor dwindles with distance. Gillette watches it go,
with some degree of admiration.

                     GILLETTE
          He's got to be the best pirate I've
          ever seen.

Norrington reaches out, stops the spinning ship's wheel.

                     NORRINGTON
          So it would seem.
          
The Interceptor makes for the horizon line. A SLOW DISSOLVE and
with the time passage, the ship is gone; the sky turns a deep
twilight blue --

EXT. CARIBBEAN SEA - EVENING

-- with the fat white moon riding just above the horizon. 
Suddenly, the edge of a black sail cuts into the foreground,
accompanied by the ROAR of the wind and the SNAP of canvas --

INT. BLACK PEARL - CAPTAIN'S CABIN - EVENING

Elizabeth stalks the cabin. Pintel enters, carrying a black 
silk dress.

                     PINTEL
          You'll be dining with the Captain,
          and he requests you wear this.

                     ELIZABETH
          Tell the captain that I am 
          disinclined to acquiesce to his
          request.

                     PINTEL
               (happy)
          He said you say that!  He also said
          if that be the case, you'll be 
          dining with the crew, and you'll be
          naked.

Angry, Elizabeth holds out her hand. Pintel's grin fades.

                     PINTEL (CONT'D)
               (hands it over)
          Fine.

He exits, pouting. Elizabeth examines the dress --

INT. BLACK PEARL - CAPTAIN'S CABIN - NIGHT  

Barbossa enters, followed by PIRATES carrying trays of food,
wine, table setting, etc. Elizabeth stands at the small table
in the dress -- lovely.

                     BARBOSSA
          Maid or not, it fits you.

                     ELIZABETH
          Dare I ask the fate of it previous
          owner?

                     BARBOSSA
          Now, none of that.  Please dig in.

The table is set. Elizabeth sits, cuts a tiny piece of meat,
eats it daintily.

                     BARBOSSA (CONT'D)
          No need to stand on ceremony, and
          no call to impress anyone.  You 
          must be hungry.

Elizabeth drops the pretense: she's starving, and begins to eat
like it. Barbossa watches her intently.

                     BARBOSSA (CONT'D)
          Try the whine.

Elizabeth does, a huge swig; she tears off a hunk of bread,
devours it.

                     BARBOSSA (CONT'D)
          And the apples -- one of those 
          next.

She starts to bite into the apple -- stops. She is suddenly 
aware of Barbossa's gaze -- and that he is not eating.

                     ELIZABETH
          It's poisoned!

She shoves her plate away -- and takes the opportunity to palm
her knife. Barbossa LAUGHS.

                     BARBOSSA
          Oh, there would be no sense in 
          killing you, Miss Turner.

                     ELIZABETH
          Then why aren't you eating?

                     BARBOSSA
          Would that I could.

He produces the medallion, lets it dangle from his fingers.

                     BARBOSSA (CONT'D)
          Do you not know what this is, then?

                     ELIZABETH
          It's a pirate medallion.

                     BARBOSSA
          It's a piece of the treasure of 
          Isla de Muerta.

Elizabeth gives an infinitesimal shrug, intrigued despite 
herself.

                     BARBOSSA            
          Ah, so you don't know as much as 
          you pretend.  Back when Cortes was
          cutting a great bloody swath 
          through the New World, a high 
          priest gave him all the gold they
          had, with one condition: that he
          spare the people's lives.  Of 
          course, Cortes being Cortes, he
          didn't.
               (nods)
          He'd've made a great pirate, that
          one.

Barbossa stands, moves to a shelf. Puts a key to a medium-sized
polished wooden box -- the Captain's chest. Opens it.

                     BARBOSSA (CONT'D)
          So the priest, with his dying 
          breath, called on the power of the
          blood of his people, and put on the
          gold a curse.  If anyone took so 
          much as a single piece, as he was
          compelled by greed, by greed he
          would be consumed.

Inside the chest are charts, some gold, a sextant -- and a few
pages of a Mayan CODEX, pieces of tree bark inscribed with 
Mayan glyphs. Barbossa removes them carefully, sets them on the
table. Pours over them.

                     BARBOSSA (CONT'D)
          Within a day of leaving port for 
          Spain, the treasure ship carrying
          the gold ... something went wrong.
          The ship run aground, every man
          aboard dead, save one.  He 
          survived long enough to hide the
          gold ashore.
               (beat)
          Over time, the dark magic of the 
          curse seeped into the place, making
          it a cursed island.  An island of
          death.  Isla de Muerta.

He looks up. Elizabeth has been rapt, involved in the story --
but feigns a dismissive attitude.

                     ELIZABETH
          That's all very interesting, but I
          hardly believe in ghost stories
          anymore.

Barbossa is angry. He stands, sweeps the food off the table.

                     BARBOSSA
          You idiot girl!  It's no make-
          believe!  My crew and I, we found
          the gold, and we did more than take
          one piece, we took it all.  Rich 
          men we were and we spent it and
          traded it and gave it away in
          exchange for drink and food and
          pleasant company.  But we found
          out: the drink could not sate us,
          and the food turned to ashes in our
          mouths, and no amount of pleasant
          company could ease our torment.
               (regains his 
                composure) 
          We are cursed men, Miss Turner, 
          condemned, to be forever consumed
          by our own greed.  Gold calls to
          US, always, and we are driven,
          always, to find more, and add it
          to the treasure.

Barbossa picks up the priceless Codex. Crushes them in his 
fist.

                     BARBOSSA (CONT'D)
          There is but one way to remove the
          curse.  All of the scattered pieces
          of the treasure must be restored in
          full, and the blood repaid.
               (he throws the pages
                aside)
          We've recovered every piece -- save
          for this.
               (holds up the 
                medallion)
          And as for the blood repaid ... 
          that's what we have for you.
               (pleasant, finally 
                getting to his 
                point)
           And that's why there's no sense
           killing you.  Yet.

Elizabeth stares at him, horrified. Using the toe of his boot, 
Barbossa flips an apple up off the floor, catches it, extends
it to Elizabeth.

                     BARBOSSA (CONT'D)
          Apple?

Elizabeth slowly reaches for the apple -- and then comes up out
of her chair, trying to run around Barbossa. They struggle 
briefly, and then suddenly he shoves her away --

Elizabeth's stolen KNIFE is buried in Barbossa's chest, to the
hilt --

Barbossa is completely unaffected. He opens his shirt to get a
better look at the knife, pulls it out with little effort. 
There is BLOOD on the blade, but none anywhere else.

                     BARBOSSA (CONT'D)
          I'm curious -- after killing me, 
          what is it you were planning to do
          next?

Elizabeth backs away, whirls and barrels out the door --

EXT. BLACK PEARL - MAIN DECK - NIGHT

-- Elizabeth comes to a dead stop. She stares, her jaw working,
trying to scream but unable to --

The pirate crew works at their stations, coiling lines, 
navigating the ship, swabbing decks -- but where the moonlight
falls across their bodies, they are naught but SKELETONS.

Elizabeth turns away from the sight --

Barbossa stands just inside the doorway, out of the moonlight.
He grabs her roughly by the shoulders and jerks her back 
around -- Elizabeth shuts her eyes --

                     BARBOSSA 
          Look!
               (shakes her)
          LOOK!  The moonlight shows us for
          what we really are!  We are not
          among the living and so we cannot
          die --

He spins her back around to face him -- he leans forward, 
putting his face in the moonlight, turning it into a gleaming
SKULL with gold and silver teeth --

                     BARBOSSA (CONT'D)
          -- but neither are we dead!  We 
          have all the desires of the living,
          but cannot satisfy them!  Ten years
          I have parched of thirst, and able
          to quench it!  Ten years, I have 
          been starving to death -- and 
          haven't died!
               (raises his hand)
          And I have not felt anything for
          ten years ... Not the wind on my
          face, nor the spray of the sea ...
               (reaches toward 
                Elizabeth)
          ... nor the flesh of a woman ...

Elizabeth flicnhes away from the skeletal hand. It drops away 
-- he takes a bottle of wine from the opened case beside the
cabin door, uncorks it with his teeth, raises it --

                     BARBOSSA (CONT'D)
          You'd best start believing in ghost
          stories, Miss Turner.  Because now 
          you're in one.

He tilts the bottle and drinks -- it runs over his jaw, through
his rib cage, drenching his clothes.

Elizabeth darts around him, back into the cabin, and shuts the
door. Barbossa hurls the bottle away.

INT. BLACK PEARL - CAPTAIN'S CABIN - NIGHT

Elizabeth huddles in the far corner of the cabin, terrified.

EXT. CARIBBEAN SEA - DAY

The Interceptor cuts across the waves. Jack at the wheel; Will
tightens a line, moves back astern.

EXT. INTERCEPTOR - MAIN DECK - DAY

Will sharpens his sword with a whetstone: shhhk -- shhhk ...

                     JACK
          For a man whose made an industry of
          avoiding boats, you're a quick 
          study.

                     WILL
          I worked passage from England as a
          cabin boy.
               (an attempt at guile)
          After my mother passed, I came out
          here ... looking for my father.

                     JACK
          Is that so?

                     WILL
          My father.  William Turner?

Jack says nothing. Will has lost his patience for guile.

                     WILL (CONT'D)
          I'm not a simpleton.  At the jail 
          -- it was only after you learned my
          name that you agreed to help me.
               (a smile)
          Since that's what I wanted, I 
          didn't press the matter.  But now--
               (an accusation)
          You knew my father.

Jack considers his relpy -- settles on 'truth'.

                     JACK
          I knew him.  Probably one of the 
          few he knew him as William Turner.
          Most everyone just called him Bill,
          or 'Bootstrap' Bill.

                     WILL
          'Bootstrap?'

                     JACK
          Good man.  Good pirate.  And clever
          -- I never met anyone with as 
          clever a mind and hands as him.  
          When you were puzzling out that 
          cell door, it was like seeing his
          twin.

                     WILL
               (angry)
          That's not true.

                     JACK
          I swear, you look just like him.

                     WILL
          It's not true my father was a 
          pirate.

                     JACK
          Figured you wouldn't want to hear
          it.

                     WILL
          He was a merchant marine!  He was a
          respectable man who obeyed the law, 
          and followed the rules--

                     JACK
               (laughs)
          You think your father is the only
          man who ever lived the Glasgow 
          life, telling folk one thing, and
          then going off to do another?  
          There's quite a few who come here,
          hoping to amass enough swag to ease
          the burdens of respectable life.  
          And they're all 'merchant marines.'

                     WILL
          My father did not think of my 
          mother -- his family -- as a 
          burden.

                     JACK
          Sure -- because he could always go
          pirating.

                     WILL
          My father -- was not -- a pirate!

Will's sword is out, levelled at Jack. Jack gives him a 
disbelieving look, sighs.

                     JACK
          Put it away, Will.  It's not worth
          getting beat again.

                     WILL
          You didn't beat me.  You ignored 
          the rule of engagement.  In a fair
          fight, I'd kill you.

                     JACK
          Then that's not much incentive for
          me to fight fair, is it?

He kicks a lever on a wench. The sail boom whips around and 
slams Will in the chest -- sweeping him off the ship. His sword
clatters onto the deck. Will dangles above the water.

Jack slips a loop of rope around the wheel to hold the course.
Picks up the sword -- and pokes at Will with it. Will hand-
over-hands away from the blade, to the end of the boom.

                     JACK (CONT'D)
          As long as you're just hanging 
          there, pay attention.  Must, 
          should, do, don't, shall, shall
          not -- those are just mere 
          suggestions.  There are only two
          absolute rules.
               (ticks them off on 
                his fingers)
          What a man can do.  And what a man
          can't do.

Will looks away, not interested.

                     JACK (CONT'D)
          For instance: you can accept that
          your father was a pirate and still
          a good man ... or you can't.  Now
          me, I can sail this ship to Turga,
          by myself ...
               (Will looks alarmed)
          But I can't just let you drown.

Jack swings the boom back in. Will drops to the deck. Jack 
holds the hilt of the sword out. Will takes it. Glares at Jack,
considers what he'll do next. Jack watches him coolly.

Will turns and strides to his spot on the deck, sits down, and
resumes sharpening his sword: shhhk -- shhhk -- shhhk ...

Jack breathes a silent sigh of relief. Notices his shaking --
he takes the wheel.

                     WILL
          Tortuga?

                     JACK
          Oh -- did I forget to mention that?

EXT. TORTUGA - DAY

A dank and dirty port, where the tides seem to have swept 
together the sum of the Caribbean -- pirates, privateers,
prostitutes, theives, and drunkards.

With its cantered, rotting docks, weatherbeaten buildings,
and odd assortment of livestock running free -- a donkey,
chickens, etc. -- it is far less civilized than Port Royal.

Jack and Will move through the crowd. A REDHEADED woman turns
her head -- she has noticed Jack.

                     JACK
          We need a crew.  We can manage the 
          ship between islands, but the open
          sea, that's another matter --

Suddenly the Redhead SLAPS Jack, hard. Satisfied, she turns and
strides off. Will ignores her.

                     WILL
          Just do it quickly.

                     JACK
               (rubbing his jaw)
          Don't worry.  I've already got a
          Quartermaster -- there!

Jack leads Will toward the pub: the Faithful Bride, the emblem
over the door a politically incorrect painting of a smiling
woman holding a bouquet in her chained-and-manacled hands.

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

INT. FAITHFUL BRIDE - DAY

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

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

                     ANAMARIA
          You stole my boat.

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

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

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

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

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

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

                     ANAMARIA
          That boat is my livelihood!

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

                     ANAMARIA
               (a threat)
          I will.

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

                     WILL
          Jack!  Over here!

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

                     WILL (CONT'D)
          He knows Gibbs.

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

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

EXT. FAITHFUL BRIDE - REAR - DAY

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

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

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

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

                     GIBBS
          Aye, that'll about do it.

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

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

                     WILL
          I know.  That was for the smell.

INT. FAITHFUL BRIDE - DAY

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

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

                     JACK
          Just the one.

Gibbs pauses. He takes a dainty sip.

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

                     JACK
          First -- have you found me a crew?

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

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

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

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

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

                     GIBBS
          Say again?

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

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

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

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

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

                     GIBBS
          And you've got that, have you?

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

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

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

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

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

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

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

                     JACK
          That he is.

EXT. TORTUGA - DOCK - LATER - DAY

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

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

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

                     ANAMARIA
          You owe me a boat.

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

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

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

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

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

Jack decides to test this.

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

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

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

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

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

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

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

                     WILL
          Shut up, before you lose them all!

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

EXT. H.M.S. INTERCEPTOR - DAY

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

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

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

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

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

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

                     JACK
          She can hold a bit longer.

The wind picks up, howling. Jack smiles.

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

                     JACK
               (shouts)
          We're catching up!

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

INT. BLACK PEARL - CAPTAIN'S CABIN - DAY

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

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

EXT. BLACK PEARL - CROW'S NEST - DAY

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

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

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

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

                     JACOBY
          Orders, Captain?

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

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

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

EXT. CARIBBEAN SEA - DAY

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

EXT. H.M.S. INTERCEPTOR - DAY

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

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

                     JACK
          Bear three points starboard.

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

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

                     JACK (CONT'D)
          Six points port!  

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

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

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

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

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

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

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

Gibbs settles in, happy to have a willing listener.

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

                     WILL
          What?  He never told me that.

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

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

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

                     WILL
          How did he get off the island?

                     JACK
               (loud)
          I didn't!

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

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

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

                     GIBBS
          How did you get off the island?

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

He starts off.

                     WILL
          Wait -- what about the pistol?

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

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

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

                     WILL
          Barbossa.

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

EXT. ISLA DE MUERTA - CAVE ENTRANCE - EVENING

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

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

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

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

                     KOEHLER
          Moonrise, Captain!  First night of 
          full.

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

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

INT. ISLA DE MUERTA - CAVES - NIGHT

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

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

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

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

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

EXT. H.M.S. INTERCEPTOR - NIGHT

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

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

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

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

                     ANAMARIA
          How does he do that?

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

INT. ISLA DE MUERTA - CAVES - NIGHT

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

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

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

                     ELIZABETH
          The curse drove you to gather this?

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

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

EXT. ISLA DE MUERTA - LAGOON - NIGHT

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

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

                     WILL
          What's that?

                     JACK
          Depends.

                     WILL
          On what?

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

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

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

The boat rushes forward, plunges into darkness --

INT. CAVES - UNDERWATER LAGOON - NIGHT

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

                     JACK
          Chalk one up for the stories.

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

INT. CAVES - BED CAVERN - NIGHT

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

INT. CAVES - MAIN CAVERN - NIGHT

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

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

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

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

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

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

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

Pintel raises the knife ...

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

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

Elizabeth opens her eyes, surprised.

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

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

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

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

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

He tosses the gold medallion onto the others.

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

                     KOEHLER
          Did it work?

                     DEADEYE
          I don't feel no different.

                     JACOBY
          How can we tell?

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

                     KOEHLER
          You're not dead.

                     JACOBY
          No.
               (realizes)
          He shot me!

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

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

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

Elizabeth takes time to smile before answering:

                     ELIZABETH
          No.

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

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

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

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

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

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

Barbossa whirls on him --

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

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

Startled, Elizabeth looks up --

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

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

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

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

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

INT. ISLA DE MUERTA - SMALL CAVERN - NIGHT

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

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

                     ELIZABETH
          You?!

                     JACK
          Me!

                     ELIZABETH
          You're in league with Barbossa!

                     JACK
          No, I'm -- rescuing you.

Elizabeth can't comprehend that one.

                     ELIZABETH
          You?!

Will gains his footing in the rubble.

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

                     JACK
          This way!

They race off, toward a bit of moonlight --

INT. ISLA DE MUERTA - NIGHT

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

                     WILL
          I'm glad we got here in time.

                     ELIZABETH
          Truthfully -- you were a bit late.

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

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

EXT. ISLA DE MUERTA - CLEARING - NIGHT

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

                     ELIZABETH
          Come on!

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

Will and Elizabeth stare at him.

                     WILL
          No.

                     JACK
          I'll lead them away.

The sounds are closer.

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

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

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

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

Will and Elizabeth race away, and are gone.

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

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

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

EXT. ISLA DE MUERTA - NIGHT

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

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

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

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

Barbossa hesitates.

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

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

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

                     PINTEL
          Now?

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

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

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

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

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

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

Barbossa stares at him, incredulous.

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

                     JACK
          That's right.

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

The pirates laugh.

                     JACK
          I'm a man of my word.

The pirates laugh louder.

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

                     BARBOSSA
          I'll torture it out of you.

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

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

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

                     JACK
          Wait as long as you like.

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

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

                     BARBOSSA
          Track you down and --

He sees where Jack is headed.

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

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

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

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

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

Jack nods.

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

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

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

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

                     JACK
          I'll watch my back.

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

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

EXT. INTERCEPTOR - DAY

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

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

Elizabeth holds the medallion, and finishes her tale:

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

She hands him the medallion.

                     WILL
          Why would my father send this to
          me?

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

                     WILL
          If I had known --

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

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

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

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

Will glances at her, and nods.

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

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

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

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

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

                     ANAMARIA
          Can we outrun them?

                     GIBBS
          Not a chance.  Make for the reef.

EXT. CARIBBEAN OCEAN - DAY

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

EXT. BLACK PEARL - DAY

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

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

EXT. INTERCEPTOR - DAY

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

                     GIBBS
          Drop the forward anchor!

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

The chain stops, and the Sailor locks it --

EXT. CARIBBEAN SEA - DAY

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

EXT. BLACK PEARL - DAY

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

                     BARBOSSA
          All hands!  Prepare to come about!

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

INT. BLACK PEARL - BRIG - DAY

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

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

Twigg just stares.

EXT. INTERCEPTOR - DAY

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

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

EXT. BLACK PEARL - PORT SIDE - DAY

Barbossa laughs.

                     BARBOSSA
          Strike your colors, you bloody
          cockroaches!

EXT. INTERCEPTOR - DAY

Another round of fire; Barbossa shows no mercy.

                     ANAMARIA
          Looks like they mean to send us
          under.

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

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

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

                     WILL
          We're not going to just surrender!

                     GIBBS
          That we are.

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

Barbossa moves his ship alongside, preparing to board.

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

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

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

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

EXT. BLACK PEARL - MAIN DECK - DAY

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

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

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

Barbossa's wrath falls on Elizabeth.

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

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

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

                     WILL
          She goes free!

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

                     BARBOSSA
          What's in your head, boy?

                     WILL
          She.  Goes.  Free.

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

                     WILL
          You can't.  I can.

He leans out over the ocean.

                     ELIZABETH
          No!

Jack pushes forward.

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

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

Pintel squints at Will; the pirates murmur surprise.

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

Jack drops his head. Barbossa grins at him.

                     BARBOSSA
          Looks like your back to having
          nothing to offer.

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

Barbossa steps forward.

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

                     WILL
          Elizabeth goes free!

                     BARBOSSA
          We got that part.  Anything else?

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

Barbossa considers; his crew waits. Finally --

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

                     ELIZABETH
          Will -- you can't trust him.

                     WILL
          You must swear by the Holy Bible.

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

Barbossa crosses himself, as do many of his men.

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

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

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

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

                    GIBBS
               (dejected)
          Amen to that ...

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

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

                    WILL
          No!  You gave your word!

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

EXT. CARIBBEAN SEA - DAY

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

EXT. BLACK PEARL - MAIN DECK - DAY

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

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

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

                     JACK
          Someone needs to cut these bonds,
          then.

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

                     BARBOSSA
          You'd best take a swim, Jack.

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

The pirates mutter agreement.

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

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

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

A pirate hands Jack's pistol to Barbossa.

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

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

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

                     JACK
          You can go to your grave not 
          knowing.

                     BARBOSSA
          That's fair.

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

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

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

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

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

Barbossa indicates the plank.

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

Barbossa raises an eyebrow, grins, nods.

                     BARBOSSA
          Have at her, lads!

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

EXT. CARIBBEAN SEA - UNDERWATER - DAY

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

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

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

EXT. CARIBBEAN SEA - DAY

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

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

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

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

He turns away, and swims after Elizabeth.

EXT. ISLET - BEACH - DAY

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

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

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

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

                     JACK
          The trees are taller.

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

                     ELIZABETH
          I hope you have no intention of
          using that.

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

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

Elizabeth can't believe it.

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

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

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

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

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

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

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

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

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

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

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

                     JACK
          Welcome to the Caribbean, love.

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

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

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

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

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

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

                     ELIZABETH
          Not when you can drink instead, at
          least.

Jack tosses her a bottle.

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

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

                     ELIZABETH
          And you will call me Miss Swann.

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

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

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

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

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

Jack likes the way that sounds.

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

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

                     JACK
          More to drink!

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

                     JACK (CONT'D)
          Well?

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

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

She gestures for him to drink. He does.

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

EXT. ISLET - BEACH - LATER - NIGHT

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

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

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

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

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

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

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

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

Elizabeth lays her head on his shoulder.

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

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

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

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

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

                     ELIZABETH
          To freedom.

                     JACK
          To the Black Pearl.

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

EXT. ISLET - BEACH - MORNING

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

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

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

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

Jack can't believe his eyes.

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

                     ELIZABETH
          Yes, the rum is gone.

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

                     JACK
          Why?

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

She points to the sky.

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

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

                     ELIZABETH
          Exactly.

Elizabeth turns toward the sea.

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

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

EXT. ISLET - LEEWARD SHORE - DAY

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

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

Jack shakes his head.

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

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

Norrington gives Elizabeth a hand disembarking from the raised
longboat.

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

                     ELIZABETH
          Commodore, you can't do that!

                     NORRINGTON
          You're speaking up for him again?

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

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

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

                     ELIZABETH
          No.  The pirates have taken Will --

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

                     ELIZABETH
          Commodore, please!

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

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

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

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

                     ELIZABETH
          Not as a condition -- a request.

Norrington considers. To Gillette:

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

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

                     JACK
          Congratulations, sir.

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

                     NORRINGTON
          Elizabeth, I hereby withdraw my
          proposal.

                     ELIZABETH
          What?

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

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

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

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

                     ELIZABETH
          Then I can wear men's clothing.

                     NORRINGTON
          That would hardly be proper.

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

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

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

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

INT. THE BLACK PEARL - BRIG - DAY

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

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

Will drops lightly to the deck. Suddenly:

                     WILL
          What happened to William Turner?

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

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

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

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

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

                     BARBOSSA
          Bring him.

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

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

                     ELIZABETH
          You didn't tell Commodore 
          Norrington everything.

                     JACK
          Nor did you, I noticed.

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

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

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

                     ELIZABETH
          What's your plan?

                     LOOKOUT (O.S.)
          LAND HO!

Isla de Muerta lay dark and menacing on the horizon.

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

She starts to speak; he turns away.

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

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

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

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

                     NORRINGTON
          You would do that?

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

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

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

EXT. ISLA DE MUERTA - CAVE ENTRANCE - EVENING

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

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

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

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

                     NORRINGTON
          I'll be at the wheel myself.

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

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

INT. ISLA DE MUERTA - CAVES - NIGHT

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

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

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

                     PINTEL
          I guess there is a reason to fret.

EXT. ISLA DE MUERTA - NIGHT

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

INT. ISLA DE MUERTA - CAVES - NIGHT

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

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

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

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

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

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

INT. DAUNTLESS - CAPTAIN'S QUARTERS - NIGHT

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

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

Cotton's parrot is there.

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

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

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

INT. ISLA DE MUERTA - CAVES - NIGHT

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

-- and runs straight into Jack.

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

                     WILL
          Jack!

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

EXT. ISLA DE MUERTA - THE BEACH - NIGHT

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

INT. CAVES - NIGHT

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

                     WILL
          Are you certain this is the right
          way?

                     JACK
          It's the right way.

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

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

                     BARBOSSA
          Thank you, Jack Sparrow.

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

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

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

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

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

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

He picks up the stone knife.

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

He raises the knife to Will's throat --

                     JACK
          You don't want to be doing that.

Barbossa pretends to think about his words.

                     BARBOSSA
          No, I really think I do.

                     JACK
               (shrugs)
          All right then.

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

                     BARBOSSA
          Why don't I want to do this?

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

                     WILL
          Jack!

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

A buzz of apprehension sweeps through the pirates.

                     PINTEL
          Do you believe him?

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

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

                     BARBOSSA
          What're you suggesting?

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

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

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

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

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

                     JACK
          The situation has changed.

                     BARBOSSA
          That so?

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

Jack smiles and spreads his hands: me.

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

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

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

                     BARBOSSA
          Men!  Are you up for it?

The pirates yell to the affirmative.

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

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

                     JACK
          There's ... another exit?

                     BARBOSSA
          Aye, for us there is.

EXT. LAGOON - UNDERWATER - NIGHT

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

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

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

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

The LEAD PIRATE glides forward --

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

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

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

The huge shift drifts, again spilling moonlight below --

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

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

EXT. LAGOON - NIGHT

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

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

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

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

EXT. LAGOON - DAUNTLESS - NIGHT

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

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

                     TALL SAILOR
          Ship rats.  Big ones.

                     SHORT SAILOR
               (nods)
          Hate those things.

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

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

                     TALL SAILOR
          That they do.

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

EXT. DAUNTLESS - SIDE - NIGHT

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

EXT. DAUNTLESS - SIDE - NIGHT

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

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

The pirates hurry to comply --

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

Elizabeth slows her efforts, silently approaching the ship.

EXT. BLACK PEARL - MAIN DECK - NIGHT

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

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

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

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

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

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

EXT. ISLA DE MUERTA - BEACH - NIGHT

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

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

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

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

                     NORRINGTON (CONT'D)
          Men!  Take cover!

The sailors scramble to find refuge --

INT. ISLA DE MUERTA - MAIN CAVERN - NIGHT

Will, guarded by pirates, glares at Jack.

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

Jack takes the opportunity to move toward him.

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

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

                     JACK (CONT'D)
          Use it well.   

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

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

Swords are drawn, and the Pirates attack.

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

EXT. ISLA DE MUERTA - BEACH - NIGHT

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

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

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

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

The Navy men are driven back, surrounded --

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

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

EXT. LAGOON - NIGHT

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

EXT. ISLA DE MUERTA - BEACH - NIGHT

Gillette sees the Black Pearl firing on the Dauntless.

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

The Royal Navy stand their ground and fight --

INT. CAVE - MAIN CAVERN - NIGHT

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

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

                     JACK
          Remarkable how often those two
          traits coincide.

Jack drives him back, making Barbossa laugh.

                     BARBOSSA
          You can't beat me, Jack.

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

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

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

                     WILL
          Jack!

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

                     JACK
          Well, isn't that interesting.

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

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

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

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

                     JACK
          Or you could surrender.

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

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

Barbossa charges --

A SHOT RINGS OUT --

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

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

                     WILL
          He didn't waste it.

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

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

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

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

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

EXT. ISLA DE MUERTA - BEACH - NIGHT

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

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

EXT. ISLA DE MUERTA - LAGOON - NIGHT

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

The sailors on the beach see it, and CHEER.

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

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

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

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

Jack cuts his palm, grips the coin he stole above the chest ...
and then hesitates.

Will looks at him ...

Jack releases the coin. It lands in the chest beside the other
bloody coin.

Suddenly, the lid of the chest, all on its own, SLAMS SHUT.
Elizabeth stares at it.

                     WILL
          Let's get out of here.

EXT. ISLA DE MUERTA - BEACH - NIGHT - LATER

Jack, Will and Norrington gather together on the beach. 
Elizabeth calls out:

                     ELIZABETH
          You're all right!

The three men turn as one. An awkward moment -- which of them
does she mean?

Elizabeth races across the sand, toward them -- and straight to
Will. She throws her arms around his neck in a hug.

                     WILL
          Miss Swann -- are you wearing 
          trousers?  And how did you get off
          the island?

Elizabeth can't believe that's what he noticed. Indignant, she
steps away from him.

                     ELIZABETH
          Yes, I am wearing trousers.  And as
          for how we got off the island -- 
          ah, that's a grand adventure, but
          now is not the time to talk about
          it.

She reaches a hand behind his neck, decisively kisses him.

                     ELIZABETH
          There.  And don't you dare tell me
          that wasn't a proper kiss!

                     WILL
          Elizabeth, I think it doesn't 
          matter that we are of a different
          class --

                     ELIZABETH
          It doesn't!

                     WILL
          -- but that was not a proper kiss.

Pure consternation on Elizabeth's face --

                     WILL (CONT'D)
          This is a proper kiss.

Will sweeps her in his arms, leans her back, and kisses her 
long and well --

Jack puts a hand on Norrington's shoulder.

                     JACK
          Tough luck.  I was rooting for you.

EXT. PORT ROYAL - FORT CHARLES - DAY

Close on: Will's face, stoic, staring forward. He stands 
straight and unmoving. Around him are members of the Royal 
Navy, standing before for a group of witnesses from town.

It is the courtyard on top of Fort Charles. A trial is underway
-- with Will as the defendant.

                     NORRINGTON
          ... and though I do say so with 
          regret, the law is clear.  The 
          penalty for piracy is death by
          hanging.

In the crowd, Elizabeth squeezes the hand of her father, Swann.
She lets go as Swann stands.

                     SWANN
          By your leave, I wish to speak on 
          behalf of the boy.
               (a glance at Elizabeth)
          It is clear that these deeds were 
          performed out of a sincere desire
          to do good, at great personal risk.
          It seems to me, that in rare 
          occasion where the right course is
          committing an act of piracy, then
          an act of piracy is the right 
          course!   
               (cheers of approval)
          So in my capacity as Governor, I
          intend to grant a pardon to --

                     GILLETTE
          Sir!

All eyes turn. Gillette stands at the top of a stairway.

                     GILLETTE (CONT'D)
          Jack and his crew have escaped!
               (gasps from the crowd)
          There was no damage to the cell ...
          they must have been set free.

Will and Elizabeth exchange looks. You? Not me, you? No, not me
either! Swann notices something on the parapet, points --

                     SWANN
          The Black Pearl!

People rush to the parapet. Sure enough, below in the bay are
the distinctive black sails of the Pearl. The ship cuts through
the waters very close to the point --

-- where the gallows of the pirates are. Suddenly Jack appears,
on the point; he swings off the one empty gallows, across and
down onto the ship's rigging as it passes.

                     GILLETTE
          Sir!  Shall I break out the 
          cannons? 

                     NORRINGTON
          I don't think that will be 
          necessary.

Norrington raises his hand ... twirls a key on his finger.

                     NORRINGTON (CONT'D)
          A day's head start.  That's all he
          gets.

Will, Elizabeth and Swann look out toward the ocean --

EXT. BLACK PEARL - STERN DECK - DAY

Jack monkeys down the rigging. AnaMaria is at the wheel.

                     ANAMARIA
          Capatin Sparrow -- the Black Pearl
          is yours!

Jack runs a hand lovingly along the rail, then takes the wheel.
It feels good -- right -- in his hands. He enjoys it, and then
shifts to 'Captain' mode.

                     JACK
          AnaMaria, trim the mainsail!

                     ANAMARIA
          Aye, aye, sir!

                     JACK
          Mr. Gibbs, organize a cleaning 
          detail -- you and Cotton.  I want
          every inch of the Pearl spic-and-
          span and ship-shape!

Gibbs actually stomps the deck, executes a salute.

Jack stands at the wheel: he's got his ship back, and all is
right with the world. He begins to unconsciously hum: "Yo, ho,
yo, ho, a pirate's life for me ..."

He realizes what he's doing and smiles, the orchestra takes 
over as the Black Pearl sails for uncharted waters ... and we
FADE UP large words in script:

                          THE END

FADE OUT and CREDITS ROLL


