Pirates of the Caribbean first draft

used with courtesey of All Movie Scripts dot Com

Movie Title: Pirates of the Caribbean

Screenwriter(s): Ted Elliot, Terry Rossio

Draft Date: Unspecified

Genre(s): Action, Adventure, Comedy

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