PIRATES OF THE CARIBBEAN: THE CURSE OF THE BLACK PEARL - Captain Jack Sparrow ... A Jerry Bruckheimer film


Screenplay by Ted Elliott & Terry Rossio

Screen story by Jay Wolpert & Stuart Beattie

and

Ted Elliott & Terry Rossio


(Final Production Draft dated 08/25/03)



FADE IN:

1 	EXT. CARIBBEAN SEA - DAY

A gray, impenetrable wall of fog. A massive SHIP emerges from
the mist, the masthead looming: the H.M.S. Dauntless.

2 	EXT. DAUNTLESS - FORECASTLE - DAY

FOCUS ON a little girl, ELIZABETH SWANN : standing at the bow
rail, gazing at the sea, singing, slow tempo.

YOUNG ELIZABETH
…Yo, ho, yo, ho, a pirate's life for me…
We pillage, we plunder, we rifle and loot.
Drink up me 'earties yo ho! We kidnap and
ravage and don't give a hoot. Drink up, me
'earties yo ho! Yo ho yo ho a pirate's life
for me. We extort, we pilfer, we filch and 
sack. Drink up --

She is startled when a hand clutches her shoulder. The hand
belongs to JOSHAMEE GIBBS, born old, skin a dark leather.

GIBBS
  	  	 (sotto) 
Quiet, missy! Cursed pirates sail 
these waters. You don’t want to bring 
them down on us now, do you? 

Elizabeth stares wide-eyed at him.

NORRINGTON:
Mr. Gibbs.

NORRINGTON, a dashing young man, Royal Navy to the core, glares 
at Gibbs. Beside him is GOVERNOR WEATHERBY SWANN, a man of 
obvious high station -- and Elizabeth's father.

NORRINGTON (CONT'D) 
That will do.

GIBBS
She was singing about pirates. Bad 
luck to be singing 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’d 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 frowns; Gibbs helpfully mimes: a man being hung.

SWANN 
Lieutenant Norrington, I appreciate
your fervor. But I’m…I’m concerned about
the effect this subject will have upon
my daughter. 

NORRINGTON 
My apologies, Governor Swann. 

ELIZABETH
Actually, I find it all fascinating. 
	
SWANN 
Yes ... that’s what concerns me. 

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

From out of the fog floats a PARASOL.. Surprised, delighted at 
this oddity, Elizabeth watches as it bounces off the hull –

--and then she sees the body of a young boy emerge from the fog.
It is WILL TURNER, floating on his back, unconscious.

ELIZABETH
Look, a boy! There’s a boy in the
water! 

Norrington and Swann spot him --

NORRINGTON 
Man overboard! Man the ropes! Fetch
a hook! Haul him aboard!

Sailors scramble to haul the boy aboard, lay him on the deck.

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

Gibbs spots something appearing through the fog.

GIBBS
Mary mother of God ...

His gasp turns everyone's attention from the boy to -- The sea
... no longer empty. WRECKAGE from a ship litters the water. 
What remains of the hull BURNS; a ragged British flag floats in 
the water.

The Dauntless slips past. The scene calls for hushed voices.

SWANN 
What happened here? 

NORRINGTON 
It’s most likely the powder magazine. 
Merchant vessels run heavily armed. 

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

SWANN 
There ...There’s no proof of that. 
It could…Probably an accident. 

NORRINGTON
(to a sailor)
Rouse the Captain, immediately! 
(to the crew) 
Heave to and take in sails! Launch the
boats!

They lift the boy. Swann turns to Elizabeth.

SWANN 
Elizabeth, I want you to accompany
the boy. He’ll be in your charge. 
Take care of him.

Elizabeth nods gravely. Swann watches her move away.

A BOAT

Loaded with crew, rowing its way toward the flaming wreckage.

THE BOY

Lays motionless. Elizabeth beside him.

His good looks are not lost on her. She gently brushes the hair 
from his eyes -- suddenly, he grabs her wrist, awake now. Their 
eyes lock. She takes his hand in hers.

ELIZABETH
It’s ok. My name’s Elizabeth 
Swann . 

YOUNG WILL
Will Turner. 

ELIZABETH
I’m watching over you, Will.

He slips back into unconsciousness. His movement has opened the 
collar of his shirt; he wears a chain around his neck. Elizabeth 
tugs it free, revealing – 

A GOLD MEDALLION. She takes the medallion from around his neck. 
One side is an Aztec skull gazing at her. To her eyes, it can 
mean one thing only --


ELIZABETH (CONT'D) 
You’re a pirate.

NORRINGTON 
Has he said anything? 

Elizabeth whirls to see Norrington behind her.  She comes to a 
decision and hides the medallion behind her back.

ELIZABETH
His name's William Turner; that’s all
I found out. 

Norrington nods, turns to some of his crew.

NORRINGTON 
Take him below. 

Norrington moves off. Elizabeth steals away to the stern of
the ship. Examines her prize -- the gold medallion.

A wisp of wind, and she looks up -- moving through the fog, 
silent as a ghost, is a large sailing ship, a galleon – 

It has BLACK SAILS. 

Elizabeth stares, too frightened to move, or cry out. A flag 
flies from mizzen-top: a JOLLY ROGER. Elizabeth looks from it to 
the medallion -- the skull on the flag is the same as the one on 
the medallion. 

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

Elizabeth shuts her eyes tight --

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

...and then snap open again, wide with fear. But this is no 
longer twelve-year-old Elizabeth on the Dauntless; this is 
twenty-year-old Elizabeth, in bed. 

She looks as far out the corner of her eyes as possible. Might 
there be someone in the room with her? Elizabeth sits up, ready 
for anything. She is alone.

She turns up the flame on an oil lamp beside the canopied bed. 
Carries the lamp across to a dressing table.

Pulls a drawer all the way out, reaches into a space beneath and 
removes -- The MEDALLION. It has not lost its luster -- or sense 
of menace. She stares, absently returns the drawer to its place. 
She puts on the medallion, looks at herself in the mirror. A 
BOOMING knock on the door; 

SWANN (O.S.) 
Elizabeth?

Elizabeth jumps, startled, knocking over her chair.

SWANN (O.S.) 
Are you alright? 

She throws on a dressing gown, hides the medallion under her 
nightgown.

SWANN (O.S.) 
Are you decent? 

ELIZABETH 
Yes -- yes! 

Swann enters. A uniformed maid, ESTRELLA, follows. Another 
uniformed maid enters, carrying a gift box.

SWANN 
Ah, 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. 
FORT CHARLES sits on a bluff at the mouth of the harbor.

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

He opens the box, displays a gorgeous dress.

ELIZABETH 
Oh, it’s beautiful! 

SWANN 
 		Isn’t it? 

ELIZABETH 
May I inquire as to the occasion? 

SWANN 
Does a father need an occasion to 
dote upon his daughter?

Elizabeth takes it, goes behind a screened-off dressing area.

SWANN (CONT'D)
 		Actually, I, um…I had hoped you might
wear it to the ceremony today. 

ELIZABETH (O.S.)
Ceremony?

SWANN
Captain Norrington's promotion ceremony.

ELIZABETH 
   (peeks around the screen) 
I knew it.

SWANN
Commodore Norrington...he’s about to
Become ... a fine gentleman, don’t you
think?
 (no answer)
He fancies you, you know. 
 (a gasp from the screen) 
Elizabeth ? How’s it coming? 

ON ELIZABETH as she holds her hair out of the way. Estrella -­- 
a foot in Elizabeth's back -- cinches the corset laces tight.

ELIZABETH 
 		It’s difficult ... to say. 

SWANN (O.S.)
I’m told it’s the latest fashion in
London 

ELIZABETH 
   (holding her breath)
Well, women in London must’ve 
learned not to breathe. 

Estrella is finished. Elizabeth takes a breath -- and winces. A 
BUTLER appears in the doorway of the room.

BUTLER 
M’lord , you have a visitor. 

4 	INT. GOVERNOR'S MANSION - FOYER - DAY 

The caller, dressed in rough clothing, is very out of place, and 
knows it. Holding a presentation case, he inspects a sconce on a 
nearby wall. Suddenly, a section of it breaks off into his hand. 
At a loss as to what to do with it, the caller hides the section 
in an umbrella stand just before a servant walks by. As the 
caller composes himself...

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.  I have your order.

Will puts the presentation case on a table, opens it. Inside is 
a beautiful dress sword and scabbard. Will takes it out 
reverently, hands it to Swann. Swann removes the sword from the 
scabbard and inspects it.

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, 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.

With practiced ease, Will flips the sword, catches it by the 
hilt, and offers the sword back to Swann, bowing slightly.

SWANN
Impressive... very impressive.
Ah, now, Commodore Norrington is
going to be very pleased with this.

Swann returns the sword to its scabbard and hands it to Will. As 
Will puts it back in the case…

SWANN
Do pass my compliments on to your 
master. 

Will's face falls. Clearly, the work is his, and he's proud of 
it. 

WILL 
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
Ah, Elizabeth , you look absolutely 
stunning. 

Will tries to speak -- gives up, smiles to himself, and nods.

ELIZABETH 
Will! So good to see you!
 (her hand goes to the hidden
  medallion)
I had a dream about you last night. 

WILL 
About me? 

SWANN
Elizabeth , is that entirely proper
for you to…? 

ELIZABETH 
   (ignores her father)
About the day we met. Do you 
remember?

WILL 
How could I forget, Miss Swann? 

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

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

SWANN
There, see, at least the boy has
a sense of propriety. Now, we really 
must be going.  

Swarm takes the case from the table, hands it to a servant. He 
leads the servants out the door.

ELIZABETH 
Good day, Mr. Turner. 

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

5 	EXT. GOVERNOR'S MANSION - DAY

Swann follows Elizabeth out the door, toward a carriage.

WILL
Good day.
 (to himself)
Elizabeth.

IN THE CARRIAGE: Elizabeth looks over her shoulder at Will as 
they ride off.

6 	EXT. PORT ROYAL - HARBOR - DAY

Against the sky, a mast comes into view. Standing atop the 
yardarm in all his swashbuckling splendor is JACK SPARROW.

He gazes keen-eyed at the H.M.S. Dauntless, looming in the 
harbor. His attention is drawn to something below. He leaps from 
the yardarm to the rigging to – 

Jack's boots SPLASH into the foot of water filling the hull of 
the Jolly Mon, a small fishing dory with a single sail. Jack 
sloshes through floating net buoys and fish heads, picks up a 
bucket, and starts bailing.

The boat slips past – 

The SKELETAL REMAINS of three pirates hang from a gallows on a 
rocky promontory. A fourth, unoccupied noose bears a sign: 

PIRATES - YE BE WARNED.

The boat slips past the gallows. Jack jumps to his feet and 
removes his hat, gazes at the pirates, the empty noose, paying a 
moment of respect.

7 	EXT. PORT ROYAL - DOCKS - DAY

The harbor, dominated by the H.M.S. Dauntless, bustles with 
activity. A STEVEDORE spots the bucket floating in the water, 
looks over just in time to see –

Jack on top of the crow's nest – 

nonchalantly steps directly onto the dock. The Jolly Mon has 
sunk.

Jack strolls past the HARBORMASTER, and his assistant, a YOUNG 
BOY who follows him.

HARBORMASTER
What? Hold up there, you. It’s a shilling
to tie up your boat at the dock.  

Jack casts a dubious glance back toward the Jolly Mon's mast.

HARBORMASTER (CONT'D)
And I shall need to know your name. 

The harbormaster opens the ledger, holds it up. Jack tosses 
three shillings onto the ledger.

JACK 
What d’ye say to three shillings and 
we forget the name? 

The Harbormaster considers, then shuts the ledger.

HARBORMASTER
Welcome to Port Royal, Mr. Smith. 

The Harbormaster quickly moves off. Jack acknowledges the 
welcome, moves past the Harbormaster's desk, spots a small money 
bag sitting on top of it. He picks up the bag and shakes it. 
Pleased to hear the rattle of coins, he pockets it and moves on.

8 	EXT. FORT CHARLES - DAY

British soldiers march into the courtyard of the fort, taking 
their places for the ceremony.

JACK SPARROW

Looks across the bay of Port Royal to: the Interceptor, tied up 
at a dock below Fort Charles.

EXT. FORT CHARLES - DAY

SOLDIER (O.S.)
Two paces, march!

The soldiers, now divided into two columns, obey the order.

SOLDIER (O.S.)
About face!

The soldiers obey and turn, now facing each other.

SOLDIER (O.S.)
Present arms!

The soldiers obey.

REVEAL NORRINGTON

As he walks between the two columns of soldiers and moves 
towards the presentation area where Swann waits for him.

With choreographed precision, Swann removes the sword and 
scabbard from its case and presents it to Norrington, in full 
dress. Norrington accepts the sword, executes a flourishing 
salute, first to Swann, then to the officers, and then to the 
audience, assembled beneath the glaring sun.

Among the audience is Elizabeth, who looks a bit ill. She 
winces, discreetly adjusts the corset through the material of 
the dress, trying to hide her discomfort. 

9 	EXT. PORT ROYAL - NAVY DOCK - DAY

Jack Sparrow makes his way down to the dock, passing ---

Two marines on sentry duty, MURTOGG and MULLROY, taking 
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
I’m terribly sorry, I didn’t know. 
If I see one, I shall inform you 
immediately.

Jack tries to move around the sentries, but they block his path.

JACK (CONT'D) 

Apparently there’s some sort of high-toned
and fancy to do up at the fort, eh? How
could it be that two upstanding gentlemen
such as yourselves did not merit an 
invitation? 

MURTOGG 
Someone has to make sure this dock stays
off limits to civilians. 



JACK 
		It’s a fine goal to be sure... But
it seems to me that a ship like that –
   (indicates the Dauntless)
-- makes this one here a bit
superfluous, really. 

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 
I’ve heard of one, supposed to be
very fast, nigh uncatchable ... the 
Black Pearl. 

Mullroy scoffs at the name.

MULLROY 
Well ... there’s no real ship as can 
match the Interceptor. 

MURTOGG 
The Black Pearl is a real ship.

MULLROY
No, no it's not.

MURTOGG 
Yes it is. I've seen it.

MULLROY 
You've seen it?

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 have 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, 
therefore couldn't possibly be any
other ship 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 the Intercept --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 and board the ship.  They raise their 
guns and approach Jack.




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

JACK 
I’m sorry, it’s just, it’s such a 
pretty boat – ship. 

MURTOGG
What's your name?

JACK 
Smith. Or Smithy, if you like.
			
MULLROY 
What's your business in Port Royal, 
'Mr. Smith'?

MURTOGG
Yeah, And no lies!

JACK 
Well, then. I confess: It is my 
intention to commandeer one of these 
ships, pick up a crew in Tortuga,
raid, pillage, plunder and otherwise
pilfer my weasely black guts out! 

MURTOGG
I said, no lies.

MULLROY 
I think he's telling the truth.

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

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

Murtogg and Mullroy consider that point --



10 	EXT. FORT CHARLES - DAY

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

NORRINGTON 
May I have a moment?

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

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

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

NORRINGTON (CONT'D) 
I apologize if I seem forward –
but I must speak my mind.
  (gains his confidence) 
This promotion throws into sharp
relief that which I have not yet 
achieved – a marriage to a fine woman.
  (beat) 
You have become a fine woman, 
Elizabeth.

ELIZABETH 
I can't breathe.

NORRINGTON
  (smiles)
Yes, I’m a bit nervous myself.

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

-- and she vanishes over the wall. Gone.

Elizabeth plummets from the top of the cliff, down, down,
down toward the sea --




11 	EXT. PORT ROYAL - NAVY DOCKS - DAY

Jack tells a story to the attentive sentries.

JACK
And then they made me their
Chief...

Jack and the sentries react to the sound of Elizabeth hitting 
the water, narrowly missing the jagged rocks.

12 AT THE FORT 

Norrington turns, finds Elizabeth missing.

NORRINGTON
Elizabeth?

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 – realizes 
Gillette is right. He jumps down and runs – 

UNDERWATER

An unconscious Elizabeth continues to sink deeper into the 
water.

13 	EXT. PORT ROYAL – NAVY DOCKS – DAY

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

JACK
Will you be saving her, then? 


MULLROY
I can't swim.

Murtogg shakes his head -- neither does he.

JACK 
  (not surprised)
Prides of the King's Navy, you are.

He strips off his hat and coat, hands his pistol, and sword 
belt to Murtogg.

JACK (CONT'D)
Do not lose these.

And then he dives into the water.

14 	UNDERWATER 

Elizabeth drifts down, unconscious. 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 -- and a 
signal reverberates out across the sea.

15 	EXT. PORT ROYAL – VARIOUS – DAY

Murtogg turns to Mullroy.

MURTOGG
What was that? 

Mullroy shakes his head, shrugging. A gust of wind comes up. 
Murtogg and Mullroy grab their hats and look up at the British 
flag which has begun to blow in the opposite direction. 
The wind pick up, blowing in from the sea --

The SKELETAL REMAINS of the three pirates hanging from the 
gallows on the rocky promontory twist in the rising wind.

17 	EXT. PORT ROYAL - OCEAN - DAY




UNDERWATER:

Elizabeth's unmoving form hits the bottom -- and then
Jack is there. He wraps an arm around her and makes for 
the surface.

18 	ON THE SURFACE 

Jack swims toward the dock, struggling, making slow progress.
He stops stroking, and they submerge.

19 	UNDERWATER 

Jack realizes Elizabeth's dress is weighing them down. He
tears it open, skins her out of it, kicks away. The dress 
falls like a cloud into darkness –-

16 	EXT. PORT ROYAL - CLIFFSIDE - DAY

Norrington rushes down, followed by his men. Beyond him,
past the rocky point, far out to sea, a FOG gathers --

20 	OMITTED

21 	AT THE DOCK 

Murtogg and Mullroy help Jack haul Elizabeth out of the
water.

Jack climbs up, exhausted. Elizabeth is on her back;
Mullroy puts his cheek to her nose and mouth.

MULLROY 
Not breathing.

Jack slips 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. Murtogg catches it. 

Elizabeth remains still. And then ... she coughs up water, 
choking on her first full breath...

MULLROY
I never would have thought of that.

JACK
Clearly, you've never been to 
Singapore.

Jack spots: the MEDALLION. Jack catches it up in his hand.

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

Before Elizabeth can answer, the BLADE of a SWORD is at 
Jack's throat -- Norrington's new ceremonial sword, in fact.

NORRINGTON
On your feet.

It looks bad -- Jack standing over Elizabeth, most of her 
clothes gone. 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 --

Governor Swann notices the corset Murtogg is holding. Murtogg 
points at Jack, who's looking rather sheepish.

SWANN
  (re: Jack) 
Shoot him!

ELIZABETH
Father! Commodore, do you really intend to 
Kill my rescuer? 

Norrington looks at Elizabeth, then nods to his men. Jack nods a 
thanks towards Elizabeth. 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 wrist: a large 'P.'

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

Shocked reactions, but the sailors are well-trained -- in an 
instant, half a dozen guns are aimed at Jack. He winces.

SWANN 
Hang him.

NORRINGTON 
Keep your guns on him, men. Gillette,
fetch some irons. 

Norrington notices something else -- above 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,
sir.

NORRINGTON
  (a glance out at the bay)
Well, I don’t see your ship --
Captain. 

JACK
I'm in the market, as it were.

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 shows the pistol and belt. Norrington checks the pistol. 

NORRINGTON
No additional shot nor powder.

Jack shrugs. Norrington examines the compass, tests it.

NORRINGTON (CONT'D)
 A compass that doesn’t point north. 

Jack looks away, a bit embarrassed. Norrington half-draws the 
sword from the scabbard.

NORRINGTON (CONT'D)
And I half expected it to be made of 
wood.
  (re-sheathes the sword)
You are, without doubt, the worst 
Pirate I’ve ever heard of. 

JACK
But you have heard of me.

Gillette returns with shackles. Norrington grabs Jack by 
the arm and drags him over to Gillette.

ELIZABETH
Commodore, I really must protest! 

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
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
Though it seems enough to condemn
him.

NORRINGTON
  (smiles)
Indeed.

Now that Jack is safely chained, Norrington nods to his men. 
They stow their weapons.

JACK
Finally.

Lightning-quick, Jack has the manacle chain wrapped around 
Elizabeth's throat.

Guns are drawn again, but now Elizabeth serves as a shield.

SWANN
No! No! Don't shoot!

JACK
  (to Governor Swann) 
I knew you’d warm up to me. 
Commodore Norrington, my effects,
please. And my hat. 

Norrington hesitates, balls his fists in frustration.

JACK (CONT'D)
Commodore!

Norrington takes them from Mullroy, holds them out to Jack.

JACK (CONT'D)
Elizabeth -- it is Elizabeth isn't 
it?

Elizabeth is more angry than frightened.

ELIZABETH 
It's Miss Swann.

JACK 
Miss Swann, if you'd be so kind? 
Come, come, dear, we don’t have all day.

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 hat and belt on him.

JACK (CONT'D) 
Easy on the goods, darling. 

ELIZABETH
  (as she works) 
You're despicable.

JACK
Sticks and stones, love. I saved
your life, you've save mine, 
we’re square. 

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

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

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

Jack swings out, out, out, away from and around the gantry.  


SWANN
Now will you shoot him?

NORRINGTON 
Open fire!
  (muskets fire - and miss) 
On his heels!

Navy men race after him. Jack swings out onto a yardarm,
spots a rope leading down – 

Jack snaps the manacle's chain over the rope. He slides down
to a further dock, drops down.

Jack makes his way across a bridge, dodging bullets. 

Norrington watches as Jack disappears into the streets.

NORRINGTON 
Gillette, Mr. Sparrow has a dawn
appointment with the gallows. I 
would hate for him to miss it.

Gillette nods, gathers a search party by eye, heads off –-

22 	EXT. PORT ROYAL-- TOWN - ALLEY - DAY

The fog casts an eerie twilight pall. Armed parties of
soldiers search the streets, checks down an alley. They
move on --

Jack steps out from his hiding place behind a blacksmith's 
statue. Moves toward a set of barn doors --

23 	INT. BLACKSMITH'S FORGE - DAY

Jack slips through the pass-thru doors. The forge is dark, Lit 
by lanterns. Every tool is in its place, the workbench tidy and 
neat. Jack removes his hat and reaches for a short-handled 
sledge.

A bottle hits the ground and a snort, and Jack jumps. MISTER 
BROWN, in a blacksmith's apron, sleeps in the corner. Jack 
checks to make sure Mr. Brown is indeed passed out, gives him a 
hard poke. Brown snorts, turns away. Jack turns to go then turns 
back and shouts.  Another snort.

Quickly Jack moves to an anvil, brings the sledge down on the 
manacle links. It's not working.  Jack reacts in frustration.
He looks around, spots the gears of a mill. Below it stands a 
small donkey, a harness attached to the animal.



CUT TO: 
JACK
pulling a tool from the blacksmith's fire. The end is red hot. 
He looks over at the unsuspecting donkey.

CUT TO: 
THE DONKEY

Jumps and starts to move, tugging on the harness. It begins to 
move the gears of the mill.

Jack puts the links of the manacle between two of the gears. 
As they come together, the link snaps. Jack's wrists are free.

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

Will enters, notices the mill moving. He stops the donkey, 
looks around the place. He spots the drunken Mister Brown 
in the corner.

WILL
Right where I left you.

Will takes off his coat, then notes: the sledge resting on
top of the anvil.

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

He moves casually toward the sledge. Then spots something 
nearby; Jack's hat. Will reaches for it -- but the flat of a 
sword blade slaps his hand. Will steps back.

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

WILL (CONT'D) 
You're the one they're hunting. The
pirate.

Jack acknowledges it with a tip of his head... then frowns.

JACK 
You seem somewhat familiar ... have I
threatened you before?

WILL 
I make a point of avoiding familiarity
with pirates. 

JACK 
Ah. Well, 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 wise, boy? Crossing blades
with a pirate?

In response, Will assumes an en garde position. 

WILL 
You threatened Miss Swann.

Jack runs his sword blade along Will's.

JACK 
Only a little.

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

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

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

JACK (CONT'D)
Very good! And now I step again.
  (continuing in a circle) 

They are now exactly opposite their initial positions.

JACK (CONT'D) 
Ta!
Jack turns and heads for the door, now directly behind him.

Will registers angry surprise -- and then with a vicious 
overhand motion, throws his sword -- it buries itself into
the door, just above the latch, barely missing Jack.

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

JACK (CONT'D) 
That is a wonderful trick. Except,
once again, you are between me and my
way out. 
  (draws his sword)
And now you have no weapon. 

Eyes on Jack, Will lunges for a new sword from the furnace – 
this one has a glowing, red-hot tip. The mule, startled, starts 
moving. 

Jack looks over at the moving machinery -  then leaps forward.
Will and Jack duel. Their blades flash and ring. 

Then Jack's chain smashes across Will's sword, disarming him. 
Will picks up another. Jack becomes distressingly aware that the 
entire room is filled with bladed weapons.

JACK (CONT'D)
Who makes all these?

WILL 
I do! And I practice with them 
three hours a day! 

  (Jack throws a tool at Will's head)

JACK 
  (Continues to throw tools at Will)
You need to find yourself a girl,
mate!

Will sets his jaw -  reaches down and picks up a second sword.


JACK (CONT'D)
Or, perhaps the reason you practice
three hours a day is that you already 
found one -- and are otherwise incapable
of wooing said strumpet. You're not a eunuch,
are you? 

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

WILL 
I practice three hours a day so
that when I meet a pirate ... 
I can kill it.

Fearless, Will drives Jack backwards, and up, onto a movable 
ramp, wheels in the center. When Jack passes the mid-point, the 
ramp balances, and rolls wildly as the two men fight. 

Will gets Jack's chain wrapped around his sword – 

Will twists the handle of his guard through a link, and stabs 
the sword up –-

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

Will is proud of himself until Jack slams down on one of the 
boards, it flies up, hitting Will in the chin and sending him 
flying off the cart.

Jack tries to pull the sword out of the beam. He jumps up, 
wrapping his legs around the beam, using all his weight to free 
the sword.

Will grabs another sword and jumps back onto the cart just as 
Jack is able to free the sword. It causes Jack to crash back 
onto the cart, sending Will flying upward where he lands on top 
of one of the beams.

Jack rolls off, hitting his head. Dazed, he gets to his feet but 
can't find Will until he looks up... just in time to see Will 
cutting the rope that holds a bunch of casks. The casks fall 
onto the cart sending Jack flying up to the beam.

Jack hangs onto the beam, gets to his feet and the fight 
continues as they both straddle the beams. Will finally is able 
to knock the sword from Jack's hand. Jack jumps off the beam. 
Will follows and points his sword at the unarmed Jack.

Jack compresses the bellows, blowing a SHOWER OF SPARKS into 
Will's face, knocking him back and kicks Will's  sword out of 
his hand.

Will grabs a piece of iron, looks up and….Jack's pistol is aimed 
between Will's eyes. 

WILL (CONT'D) 
You cheated.

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

Jack steps forward. Will steps back, fully blocking the back 
door. From outside come the SOUNDS of pursuit.

JACK (CONT'D) 
Move away.

WILL 
No.

JACK 
Please move!

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

Jack cocks the pistol. Will stares back. A long moment.

JACK 
This shot is not meant for you. 

Suddenly there is the sound of breaking glass. Jack's eyes glaze 
over, then he crumples to the ground, revealing Mister Brown has 
SLAMMED his bottle against Jack's skull. 

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



NORRINGTON 
Excellent work, Mr. Brown . You’ve 
assisted in the capture of a 
dangerous fugitive. 

BROWN
Just doing my civic duty, sir.

Norrington stands over Jack, smiles.

NORRINGTON 
Well, I trust you will always remember
this as the day that Captain Jack Sparrow
almost escaped.
 (to his soldiers)
Take him away. 

Norrington's men move to haul Jack away. 

24 	EXT. PORT ROYAL - NIGHT 

The thick fog blankets the entire bay now, and the town. Only 
Fort Charles is visible above it, set against a black sky. The 
moon gives both Fort and fog an eerie glow.

27 	INT. FORT CHARLES - CELL BLOCK - NIGHT 

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

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

PRISONER 
Come here, boy ... Come here, boy ...

PRISONER #2

...want a nice, juicy bone?

In an adjoining cell, Jack reclines.

JACK 
You can keep doing that forever,
the dog is never going to move.


PRISONER 
Oh, excuse us if we haven't resigned
ourselves to the gallows just yet! 
  (back to the dog) 
C'mon boy.

Jack tilts his hat down and smiles.

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

Estrella removes a bedwarmer from the fireplace, slides it 
between the sheets at the end of Elizabeth's bed.

ESTRELLA
There you go, Miss. It was a
difficult day for you, I'm sure.

ELIZABETH 
  (agreeing) 
I suspected Commodore Norrington 
would propose, but I must admit, 
I wasn’t entirely prepared for it. 

ESTRELLA 
Well, I meant your being threatened
by that pirate. Sounds terrifying.

ELIZABETH 
Oh. Yes. It was terrifying. 

ESTRELLA 
But -- the Commodore proposed! Fancy 
that! That's a smart match, miss, if 
it's not too bold to say.

ELIZABETH
It is a smart match. He’s a fine man. 
He’s what any woman should dream of
marrying. 

Estrella catches the slip -- 'should' instead of 'would.'

ESTRELLA 
Well, that Will Turner, he’s a fine man,
too. 

Elizabeth looks at Estrella sharply.

ELIZABETH 
That is too bold. 

ESTRELLA 
Begging your pardon, miss. It was 
not my place.

She exits. Elizabeth tries to read, toying absently with the 
medallion chain around her neck, but her attention drifts from 
the book ...

The lamp flame suddenly drops: Elizabeth watches the flame goes 
out, and the room is BLACK.

26 	INT. BLACKSMITH'S FORGE - NIGHT 

Will, wearing a leather apron, hammers a hot iron ingot flat –
- he stops.

He moves to a window, opens the shutter, peers out -- nothing 
but fog. 

EXT. PORT ROYAL - NIGHT

Deep in the fog, like a shark fin slicing through the water,
the TOPMAST of a ship, BLACK SAILS billowing.

The Black Pearl has come to Port Royal.

28 	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 has had a very trying day...
Ghastly weather, don’t you think? 

NORRINGTON
Bleak. Very bleak.

From the distance, there is a BOOM --

SWANN 
What's that?

...and now the WHISTLE of an incoming ball --

NORRINGTON
Cannon fire!

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

NORRINGTON (CONT'D)
Return fire!

29 	INT. FORT CHARLES - CELL BLOCK - NIGHT 

Jack sits up. There are more BOOMS --

JACK 
I know those guns!

He peers out through the bars of the window. 

JACK (CONT'D)
It’s the Pearl!

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

JACK 
No survivors? Then where do the 
stories come from, I wonder? 


30 	EXT. PORT ROYAL - HARBOR - NIGHT 

With each BOOM of the ship's guns, cannon fire lights up the 
fog. Both the fort and the town are being hammered now.

31 	EXT. PORT ROYAL - TOWN - NIGHT 

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

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

A pair set out with special purpose. RAGETTI is the taller of 
the pair, and has a wooden eyeball that squeaks when it moves; 
PINTEL makes up for his lack of height with ugly.

Another pirate, JACOBY, a wild eye'd pirate with a bandolier of 
clay bombs throws them through the windows of some buildings.

32 	INT. BLACKSMITH'S FORGE - NIGHT 

Will arms himself: boarding axe at the small of his back, three 
dirks in his belt, sword in his scabbard and a second sword and 
axe for good measure. He slides back the doors -- 

32A 	EXT. BLACKSMITH'S FORGE - NIGHT 


A woman runs past, chased by JACOBY -- the wild eyed pirate with 
clay bombs.

Will's AXE flies through the air, hits him in the back, and 
he drops to the ground -- a deadly blow. Will recovers the axe, 
heads up the street –

Death and mayhem everywhere as townfolk battle the pirates.

33 	EXT. FORT CHARLES - PARAPETS NIGHT 

Soldiers scramble as cannon fire rains down on the fort; the 
gallows is blown up, Norrington  shouts orders to his men --

NORRINGTON 
Site the muzzle flash! I need a full 
strike, fore and aft.  Mr. Stephens, 
more cartridges! 

Governor Swann stands still, looking around, shell-shocked --

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

34 	EXT. GOVERNOR'S MANSION - ELIZABETH'S BALCONY - NIGHT 

Elizabeth looks out from the balcony: through the fog, multiple 
fires are visible. Ships burn in the harbor. Cannon fire ECHOES.

Movement below: SHADOWY FIGURES approach – pirates. Elizabeth 
bolts from her room ---

35 	INT. SECOND FLOOR HALLWAY - NIGHT 

She reaches the landing above the foyer just as the Butler opens 
the door --

ELIZABETH
Don't!

PINTEL 
'ello, chum.

His pistol BOOMS, and the butler crumples.

Elizabeth stifles a scream -- too late, Ragetti's wooden eye 
squeaks as he looks up toward her.

RAGETTI 
Up there!

They rush for the stairs even as more pirates come in through 
the door with torches. Elizabeth scrambles back --

36 	INT. ELIZABETH'S BEDROOM - NIGHT 

Elizabeth slams the door, locks it --

ESTRELLA 
Miss Swann ...

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

ESTRELLA (CONT'D)
They've come to kidnap you!

ELIZABETH 
What?

ESTRELLA 
You're the Governor's daughter.

Elizabeth realizes she's right. There is the SLAM of a body 
against the door. Elizabeth shoves Estrella into the corner, 
between a tall wardrobe and the wall.

ELIZABETH 
Listen! They haven't seen you. Go hide,
and first chance you get, run to the fort.

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

Pintel and Ragetti burst through the door (it slams into the 
wardrobe, so Estrella cannot be seen) and spot Elizabeth dashing 
out the side door - they run for the door –

Pintel gets the pan of the bed warmer in his face -- he 
staggers back, holding his nose –

Estrella breaks cover, runs for the hall –

Elizabeth comes out swinging -- but Ragetti catches the 
bedwarmer by the handle -- Elizabeth can't jerk it free, so she 
pulls the release -- the pan lid swings open, spilling hot coals 
on Ragetti's head. He howls beating at his hair and his EYE --

RAGETTI
No! No! No! It's hot! You burned me!

Elizabeth runs for the hallway door --

PINTEL
Come on!

37	INT. SECOND FLOOR HALLWAY/FOYER - CONTINUOUS - NIGHT 

-- and for the stairs.

The pirates burst from the bedroom -- Pintel goes for the 
stairs, while Ragetti vaults the handrail --

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

Ragetti lands between Elizabeth and the front door. His hair and 
his WOODEN EYE still SMOLDER -- he reaches --

Elizabeth pulls up short, runs the other way –

Pintel is waiting for her. Nowhere to run.

A third pirate comes out of the door beneath the stairs, arms 
full of loot –

Suddenly, the wall EXPLODES as a cannon ball rips through the 
foyer, slamming the third pirate back through the door –

Elizabeth takes advantage of the chandelier crashing to the 
floor to race for the dining room --

38 	INT. DINING ROOM - CONTINUOUS - NIGHT 

Elizabeth slides the doors shut, grabs a candelabra and forks it 
down over the door pulls -- the make-shift bolt holds against 
the pirates' attempt to pull the doors open -- the pirates begin 
to throw themselves at the doors –-

Above the fireplace are two crossed swords. Elizabeth grabs one 
by the hilt and pulls -- the piece comes off the wall but the 
sword won't come free. Damn!

The doors BUCKLE -- the pirates are relentless -- Elizabeth 
looks desperately around the room --


39 	INT. FOYER - NIGHT 

The doors give way under the pirates' onslaught --

40 	INT DINING ROOM - NIGHT 

The pirates rush in -- but the room is empty. Curtains trail out 
an open window. Ragetti starts to climb through, but Pintel 
stops him. Indicates "She's still here."

PINTEL 
We know you're here, poppet. 

RAGETTI
		Poppet...
PINTEL 
Come out and we promise we won't
hurt you.

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

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

RAGETTI
Gold ...

41 	INT. CHINA CLOSET - NIGHT 

Elizabeth pushes back against the china-laden shelves.

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

Elizabeth registers that -- she looks down at the medallion she 
still wears. The gold glints in the thin line of light that 
spills through the crack between the doors –

-- and then the light is gone. Elizabeth looks up –-

Pintel's eye is visible in the crack between the doors.

PINTEL (CONT'D)
Hello, poppet.

Pintel yanks open the doors of the china closet, revealing 
Elizabeth --

ELIZABETH
Parley!

Pintel can't believe his ears.

PINTEL 
What?


ELIZABETH
Parley! I invoke the right of parley!
According to the Code of the 
Brethren,set down by the pirates
Morgan and Bartholomew, you have to
take me to your Captain!

PINTEL 
I know the code.

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

RAGETTI
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. 
  (to Elizabeth)
We must honor the code.

43 	EXT. PORT ROYAL - STREET - NIGHT 

Will slashes, fighting with Grapple. Grapple grabs Will by the 
throat, raises an ax about to finish him off. 

GRAPPLE
Say good-bye.

Just then a cannon ball WHISTLES in and blows out a wall.  A 
hanging sign swings down, but Will sidesteps just enough to let 
it go by and smash into Grapple. 

WILL
Good-bye.

Will turns -- through the smoke and dust he sees: Elizabeth, 
being escorted roughly by Pintel and Ragetti, followed by other 
pirates carrying loot -­

Will squares his jaw to save her --- and then a bomb rolls up 
and lands next to him. Will looks down at the bomb and up to 
Jacoby. 

Will blinks in disbelief -- didn't he already kill this guy?

The bomb is a dud. Just then, a couple of pirates run by 
carrying treasure. One of them smacks Will in the back of the 
head. He falls.

44 	INT. FORT CHARLES - CELL BLOCK - NIGHT 

The wall of the cells EXPLODES inward. Jack dives for cover. 
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.

The other prisoners scramble through.

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

The four descend the rocks beyond, disappearing from view. Jack 
watches them go in resignation.

THE MOON

Appears from behind the clouds casting an eerie light in 

JACK'S JAIL CELL

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 
Come on, doggie... it’s just you and me
now. It’s you and ol’ Jack, come on... Come
'ere, that's a boy... Good boy. Come get the
bone. That’s a  good boy, come on! Bit closer, 
bit closer. That’s it, that’s it,doggie.
Come on you filthy, slimy, mangy cur.  


To his surprise, the dog crawls out from under the bench. The 
key ring is nearly within Jack's reach -- -suddenly, the dog's 
attention turns to the cell block door. He backs away from the 
door, whining. 

JACK (CONT'D) 
No, no, no, don't do that. No, no, 
I didn’t mean it. I didn’t...

The dog bolts down the hall -- taking the keys with him.

Jack watches as a sentry falls to the bottom of the stairs, 
dead. A pair of pirates follow: KOEHLER and TWIGG.

TWIGG
This ain’t the armory. 

He turns to go, but Koehler has spotted Jack.

KOEHLER
Well, well, well... Look what we have
here, Twigg. Captain Jack Sparrow.

He spits on the ground.

TWIGG 
  (to Jack)
Last time I saw you, you were all
alone on a God-forsaken island, 
shrinking into the distance. 

TWIGG 
  (to Koehler)
His fortunes aren't improved much.

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

JACK 
Worry about your own fortunes, gentlemen.
The deepest 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 looks down –

Under the moonlight, Koehler's arm and hand are skeletal. Jack's 
eyes go wide -- he is held by a skeleton arm.

JACK (CONT'D) 
So there IS a curse.  That's 
interesting.

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

KOEHLER
You know nothing of hell.

Koehler ushers Twigg toward the door. Looks back.

Jack looks at the bone in his hand thoughtfully…

And then they're gone.

JACK
That's VERY interesting.

45 	EXT. PORT ROYAL – NIGHT
 
The clouds again hide the moon.

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

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 
woman, a small bird taking wing from her outstretched hand.

46 	EXT. BLACK PEARL - MAIN DECK - NIGHT 

Smoke hangs heavy on the lantern-lit deck; no moon is visible 
beneath the fog. 

ON THE POOP DECK -- an imposing FIGURE in silhouette stands near 
the helm by the stairs. A MONKEY climbs up on his shoulder.

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

The longboat is winched up to the rail. Pirates stare at 
Elizabeth as Ragetti helps her disembark. She shivers, self-
conscious in her dressing robe.

BO'SUN 
I didn't know we was taking on 
captives.

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

ELIZABETH
I am here to negotiate --

The Bo'sun SLAPS her.

BO'SUN 
You'll speak when spoken to!

His wrist is grabbed -- painfully -- by Barbossa.  Elizabeth is 
terrified. But she musters her courage --

BARBOSSA
And ye’ll not lay a hand on those 
under the protection of parley. 

BOSUN 
Aye, sir.

Barbossa releases him. Turns to Elizabeth, smiles -- it shows 
both silver and gold teeth. The monkey bares his teeth as
well -- and shows a bit of silver and gold himself.

BARBOSSA
My apologies, Miss. 

ELIZABETH 
Captain Barbossa ... I am here to
negotiate the cessation of 
hostilities against Port Royal.


BARBOSSA
There was a lot of long words in
there, miss, we're not but humble
pirates. What is it that 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 darts to the rail, pulls out and dangles the MEDALLION over 
the side. The pirates go quiet.

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

BARBOSSA
Me holds are bursting with swag. That
bit of shine matters to us ... Why?

ELIZABETH 
It’s what you’ve been searching for. 
I recognize this ship. I saw it eight
years ago on the crossing from England. 

BARBOSSA
  (interested) 
Did you, now?

Elizabeth glares at him. She's getting nowhere.

ELIZABETH 
Fine. Well, I suppose if it is 
worthless then there’s no point 
in me keeping it. 

She drops it a bit, the pirates lunge forward.
BARBOSSA
NO!

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

BARBOSSA (CONT'D)
Ah. (chuckles) 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. He turns to the other 
pirates --the pirates exchange surreptitious glances.

BARBOSSA
Miss Turner!

PINTEL
Bootstrap!

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

ELIZABETH 
I didn’t steal it, if that’s what 
you mean. 

BARBOSSA
  (comes to a decision)
Very well. You hand that over, we'll
put your town to our rudder and ne'er
return.

Elizabeth hesitates, but she has no choice. She holds out the 
medallion, places it in Barbossa's hand. The monkey snatches it, 
then retreats behind Barbossa.

ELIZABETH
Our bargain...? 

Barbossa turns away and nods to Bo'sun.

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

ELIZABETH 
Wait! You have to take me to shore!
According to the code of the Order 
of the Brethren –-

BARBOSSA
  (wheels on her)
First. Your return to shore was not 
part of our negotiations nor our 
agreement, so I 'must' do nothing.
And 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--

47 	EXT. PORT ROYAL - STREET - DAWN 

Will comes to where he fell. He struggles 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. Will races toward Fort Charles --

48 	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: Swarm, Norrington, and Gillette, gathered 
around a huge map of the Caribbean; it drapes over the desk and 
chair.

Behind them Murtogg and Mullroy.

NORRINGTON 
Mr. Murtogg, remove this man. 

Murtogg grabs Will by the arm, but Will shakes it off.

WILL 
We have to hunt them down! We must
save her! 

SWANN
And where do you propose we start? If
you have any information concerning 
my daughter, please -- share it. 

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. 

WILL
Ask him where it is! Make a deal with 
him! He can lead us to it!

NORRINGTON
No. The pirates who invaded this fort 
left Sparrow locked in his cell.
Ergo, they are not his allies. 
  (through with Will) 
Governor, we will establish their
most likely course… 

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

WILL
That's not good enough!

Norrington yanks the axe from the desk as he comes around. He 
does not quite threaten Will with it, but close enough.

NORRINGTON
Mr. Turner, you are not a military
man, you are not a sailor. You are
a blacksmith This is not the moment
for rash actions. 

Norrington throws a strong arm across Will's shoulders, moves 
him to the door. He pauses, and leans close to Will.

NORRINGTON
  (low)
Do not make the mistake of thinking
you are the only man here who cares
for Elizabeth.

Norrington emphasizes the point with a stare -- and then shoves 
the axe at Will.  Will's face sets in resolve, and he leaves.

49 	INT. FORT CHARLES - JAIL CELLS - MORNING 

In his cell, Jack pleads "Please" as he tries picking the lock 
of the cell door with the old dog bone. He hears the sound of 
the door latch -- and immediately adopts a relaxed, lounging 
pose. Will enters.

WILL 
You, Sparrow! 

JACK 
Aye.

WILL 
You are familiar with that ship? 
The Black Pearl? 

JACK 
I've heard of it.

WILL
Where does it make berth?


JACK 
Where does it make berth? Have you
not heard the stories? Captain 
Barbossa and his crew of miscreants
sail from the dreaded Isla de Muerta
... it’s an island that cannot be
found -- except by those who already 
know where it is. 

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

JACK 
Why ask me?

Jack lays back and nonchalantly studies his nails.

WILL
Because you're a pirate.

JACK 
And you want to turn pirate yourself, 
is that it? 

WILL 
Never!
  (beat) 
They took Miss Swann.

JACK 
Oh, so it is that you’ve found a girl. 
I see. Well, if you’re intending to 
brave all, hasten to her rescue and 
so win fair lady’s heart, you’ll have
to do it alone, mate. I see no profit
in it for me. 

WILL 
I can get you out of here.

JACK
How’s that? The key’s run off. 

WILL 
I helped build these cells. These are
half pin-barrel hinges. 

Picks up a bench and places it at the bottom of the cell door.

			WILL (CONT’D)
With the right leverage and the proper
application of strength, the door will
lift free. 

Jack looks closely -- suspiciously -- at Will.

JACK
What's your name?

WILL
Will Turner.

Jack sits up. He recognizes the name, but doesn't let on.

JACK
  (nods)
That will be short for William, I 
imagine. Good, strong name. No doubt
named for your father, eh? 

WILL
Yes.

JACK 
  (he stands)
Ah hah. Well, Mr. Turner, I’ve
changed me mind. If you spring me
from this cell, I swear on pain 
of death, I shall take you to the
Black Pearl and your bonny lass. 
  (sticks out his hand)
Do we have an accord?

Will gives him a suspicious look. Jack keeps his hand out, still 
smiling. Will shakes it.

WILL 
Agreed.

JACK
Agreed! Get me out.

Will puts the bench over (his fulcrum). Wedges the bench under 
the cell door, puts his weight on it, straining -- the cell door 
rises, falls forward, CRASHES down.

WILL
Hurry, someone will have heard that. 

JACK
Not without my effects.

DELETED SCENE: 

Jack finds them. Straps on the belt, checks his pistol.


WILL 
Why bother with that? You could have
escaped if you killed me, but you
weren't willing to use it.

JACK 
Are you advising me that was a
mistake?

He levels the pistol at Will. Will gazes at him, unafraid.

JACK (CONT'D) 
When you've only got one shot, it's 
best to wait for the opportune moment.
  (beat) 
That wasn't it.

A beat -- and then Jack grins, lowers his aim.

JACK (CONT'D)
Nor is this.

50 	EXT. PORT ROYAL - DOCKS - MORNING. 

Jack and Will peek out from beneath the bridge, near where 
dozens of fishing boats rest upside down on the beach.
Beyond the busy docks, in the harbor, the Dauntless looms.

WILL 
We're going to steal a ship?
  (Looks at the Dauntless)
That ship?

JACK
Commandeer. We're going to commandeer
that ship.
  (points to the Inteceptor)
Nautical term..

Jack gives Will a critical look.

JACK
One question about your business,
boy, or there's no use going. This
girl? How far are you willing to go
to save her?

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

Good answer; Jack's relieved.

JACK
Oh, good. No worries, then. 

51 	EXT. PORT ROYAL - DOCKS - MORNING 

A group of soldiers march by. No sign of Will and Jack. Just 
crates, boardwalks, boats upside down on shore, fishing nets, 
etc.

The area clears. Still no sign of Will and Jack. Then, 
unexpectedly, one of the upside-down boats RISES up and grows 
four legs. The boat walks down to the water's edge.

52 	EXT. PORT ROYAL - HARBOR - UNDERWATER - DAY 

Jack's and Will's legs can be seen from beneath an upside-down 
rowboat as they walk along the ocean floor. 

53 	INT. PORT ROYAL - HARBOR - UNDERWATER - BOAT - DAY 

Jack and Will, water up to their waists, safe in the bubble of 
air beneath the boat hull.

WILL
This is either madness, or 
brilliance. 

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

A trap filled with crabs rests on the sandy bottom, its buoy 
line trailing up.

A BOOTED FOOT steps down on it -- the crabs scurry for freedom, 
but the crab trap is caught on the Will's leg.

Will trying to shake the crab trap free from his leg.

Will gives his leg another viscous shake, still failing to 
dislodge the trap, but jerking the buoy line --

54 	EXT. HARBOR - DOCK - MORNING 

...the buoy jerks around, always moving forward –
 
The dock is thronged -- marines, sailors, stevedores – and the 
Young Boy, the Harbormaster's assistant, who sits fishing. His 
eyes wide as the Lobster buoy moves past.

55 	EXT. DAUNTLESS - MAIN DECK - MORNING 

Gillette supervises as sailors swab decks, mend sails, etc. 

Jack and Will jump over the rail  -- Jack brandishing a pistol, 
Will a sword.

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

WILL
  (a beat)
Aye! Avast!

Jack gives him a look of disbelief. The sailors look at them – 
then burst out LAUGHING.  Gillette steps forward.

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

JACK
Son,(points his pistol at Gillette’s nose)
I’m Captain Jack Sparrow.(cocks pistol)
Savvy? 

56 	EXT. PORT ROYAL.- DOCK - DAY

Crewmen swarm the Interceptor, preparing it for launch. An 
OFFICER checks the manifest,  turns to Norrington, then stops. 
He reacts to something he sees.

OFFICER
Commodore!

Norrington turns, looks. He takes a brass telescope from his 
belt, opens it, trains it on: a longboat full of sailors coming 
from the Dauntless.

GILLETTE
		Sir, they’ve taken the Dauntless! 
Commodore! They’ve taken the ship!
Sparrow and Turner, they’ve taken 
the Dauntless!

Norrington moves his spyglass to the Dauntless. The ship's 
forward sail luffs and billows.  On the main deck, he picks out 
Will --

NORRINGTON (O.S.)
Rash, Turner, too rash .

-- and Jack Sparrow, preparing to sail.

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

57 	EXT. H.M.S. DAUNTLESS - DAY - LATER 

Jack leans on the wheel, relaxed. Will looks back, worried.

WILL
Here they come.

Jack smiles.

The sails of the Interceptor fill out; it gains quickly --

58 	EXT. H.M.S. INTERCEPTOR - DAY - LATER 

The ship passes Gillette and his men in the longboat.

GILLETTE
Bring her around! Bring her 'round!

Oars splash choppy-quick as the men obey --

Norrington's ship is quickly upon the Dauntless. Its decks 
appear empty. Grappling hooks are thrown. Sailors draw the two 
ships together. Sailors climb and swing across.

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

Norrington himself crosses via a gangplank.

The Interceptor is empty. Using ropes, Jack and Will swing over 
to the other ship, unseen.

ON THE INTERCEPTOR, they cut the ropes to the grappling hooks 
that are binding the two ships together. The ships start 
drifting apart. 

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

Norrington reacts to the sound of the gangplank falling into the 
water. He turns to sees the Interceptor moving away.

NORRINGTON
Sailors! Back to the Interceptor!
Now!

Too late. One BRAVE SAILOR tries to swing across on a rope, but 
misses badly, and  SPLASH!

Jack waves at Norrington:

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

Some soldiers on deck fire fruitlessly at Jack. Norrington 
seethes, but his order is measured:

NORRINGTON
Set top sails and clear up this mess. 

OFFICER
		With the wind a quarter astern we
won't catch them -­-

NORRINGTON
I don’t need to catch them, just get
them in range of the long nines. 

Officer is surprised at the order -- but relays it.

OFFICER 
Hands, come about. Run out the guns! 
  (to Norrington)
We're to fire on our own ship, sir?

NORRINGTON 
I’d rather see her at the bottom of
the ocean than in the hands of a 
pirate. 

The STEERSMAN tries to turn the wheel. No change in course.

STEERSMAN
Commodore!
		  (tries to turn the wheel)
He's disabled the rudder chain, sir.

60 EXT. HARBOR - LONGBOAT - DAY 

Gillette stands in the prow of the rowboat, the only one on 
board to see the hull of the Dauntless looming toward them --

GILLETTE
Abandon ship!

A SHADOW falls across the boat: the men look around, drop their 
oars and dive for the water -- a loud CRUNCH --

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

The Interceptor dwindles with distance. The ship's Officer 
watches it go, with some degree of admiration.

OFFICER 
That's got to be the best pirate
I've ever seen.

NORRINGTON 
So it would seem.

62 	EXT. CARIBBEAN SEA - DAY 

The Interceptor cuts across the waves.

69 	EXT. CARIBBEAN SEA - DAY

The Interceptor cuts across the waves.

WILL (O.S.)
When I was a lad living in England, 
my mother raised me by herself. 

70 	EXT. INTERCEPTOR - MAIN DECK - DAY

Will sharpens his sword with a whetstone: shhhk -- shhhk ...
Jack tightens a line.

WILL
  (an attempt at guile)
After she died, I came out here... 
looking for my father. 

JACK
Is that so?

Jack moves down the ship. Will follows.

WILL
My father. Bill Turner?

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

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

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

JACK 
I knew him. Probably one the few 
who knew him as William Turner.
Everyone else just called him
‘Bootstrap’ or ‘Bootstrap’ Bill. 

WILL 
'Bootstrap?'

Jack is now at the wheel.

JACK 
Good man, good pirate. I swear you 
look just like him. 

WILL 
It’s not true. He was a merchant
sailor. A good, respectable man 
who obeyed the law. 

JACK
  (losing his patience)
He was a bloody pirate. A scallywag. 

Will's sword is out, leveled at Jack. 

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

Jack doesn't even turn around.

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


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

JACK
  (turns to Will)
Then that's not much incentive for me 
to fight fair then, is it?

He turns the wheel hard. 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 picks 
up Will's sword and points it at him.

JACK (CONT'D) 
Now as long as you’re just hanging
there, pay attention. The only rules 
that really matter are these: 

What a man can do. And what a man can't do.

For instance: you can accept that your
father was a pirate and a good man ... 
or you can't. But pirate is in your blood,
boy, so you'll have to square with that
some day. Now me, for example, I can let
you drown ...
  (Will looks alarmed)
But I can’t bring this ship into Tortuga
all by me onesy, savvy? 

Jack swings the boom so Will falls on the deck. He points Will's 
sword at him.

JACK (CONT'D) 

So -- can you sail under the command 
of a pirate --

Jack flips the sword, offering it to Will.

--or can you not?

Still on his back, Will takes the sword from him. A beat as he 
considers...

WILL 
Tortuga? 

JACK
Tortuga. 

71 	EXT. TORTUGA – NIGHT
 
A dank, dirty port, where the tides have swept together the scum 
of the Caribbean. Pirates drag a merchant for sport. Pirates 
fire guns, chase ladies and drink to excess.

Jack and Will walk through the streets. Will studies the 
environment with a dubious expression.

JACK 
... More importantly, it is indeed a 
sad lot that has never breathed deep
the sweet proliferous bouquet that is
Tortuga, savvy? 
  (breathes deep) 
What do you think?

Will looks around, sees a two fisted pirate drinking his fill of 
rum. Painted ladies display their wares. A Donkey bellows.

WILL 
It'll linger.

JACK 
I’ll tell you mate, if every town
in the world were like this one, 
no man would ever feel unwanted. 

A REDHEAD in a scarlet dress spots Jack. She strides up to him -

JACK (CONT'D)
Scarlett !

 -- SLAPS him hard, and stalks off.

JACK (CONT'D) 
Not sure I deserved that. 

He turns back, just as a SMILING BLONDE WENCH plants herself in 
front of him. Jack smiles back. 

JACK (CONT.'D)
Giselle!

SMILING BLONDE WENCH 
  (pointing after the redhead) 
Who was she?

Jack looks after the redhead, then back -- in time to receive 
another SLAP! Giselle stalks off.

JACK
I may have deserved that. 

DELETED SCENE

JACK (CONT'D)
We should escape this wretched pit
as quickly as possible.

WILL
With a crew ...

JACK
Ah, yes.  Well it just so happens
that you know the man who knows the 
man who knows the finest sailors in
all Tortuga.

72 	EXT. THE FAITHFUL BRIDE - REAR - NIGHT 

A DRUNKEN MAN lays in the mud, asleep with three pigs. He wears 
an old tattered Navy jacket. WATER splashes across his face, 
revealing: this is old JOSHAMEE GIBBS. 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
Ah, fortunately, I know how to 
counter it. The man who did the
waking buys the man who was sleeping
a drink. The man who was sleeping
drinks it, while listening to a
proposition from the man who did the 
waking.

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
That was for the smell.

Gibbs starts to retort angrily, reconsiders, shrugs: 'Fair 
enough.' 

73 	INT. THE FAITHFUL BRIDE - NIGHT 

Jack moves to Will.

JACK 
Keep a sharp eye!

Jack moves off and sits with Gibbs at a table in the shadows. 
Will stands away from them, hand on sword, keeping a lookout. 
Two tankards are set down. Jack lifts his and takes a swig --

DELETED SCENE

JACK 
Just the one.

Gibbs pauses. He takes a dainty sip.

GIBBS 
Best make it last, then, eh? 



GIBBS (CONT'D)
Now, what's the nature of this 
venture of yor’un?

Jack leans forward. Gibbs leans forward, takes a drink.

JACK 
I'm going after the Black Pearl.

Gibbs chokes on his rum, like he's been hit. Jack has not moved.

JACK 
I know where its going to be, and I'm
going to take it.

GIBBS 
Jack, it’s a fool’s errand. You know 
better than me the tales of the Black 
Pearl. 

JACK
That’s why I know what Barbossa is up
to. All I need is a crew. 

GIBBS 
From what I hear tell of Captain
Barbossa, he’s not a man to suffer
 fools nor strike a bargain with one. 

JACK 
Well, then I'd say it’s a very good
thing I’m not a fool then, eh? 

GIBBS 
Prove me wrong. What makes you think 
Barbossa will give up his ship to you?

JACK
Let’s just say it’s a matter of
leverage, eh? 

He jerks his head toward -- WILL, standing vigilant just out of 
earshot -- or he is within earshot, and listening? Jack jerks 
his head again. At first, Gibbs doesn't understand. Finally...

GIBBS 
The kid?

JACK 
That is the child of Bootstrap Bill
Turner. His only child. Savvy? 

Gibbs' eyes widen over the edge of the tankard.

GIBBS
  (musing)
Is he now?  
  (he's on board)
Leverage, says you. I think I feel a 
change in the wind, says I. I'll find 
us a crew. There's bound to be some 
sailors on this rock crazy as you.

JACK
One can only hope. 

Jack lifts his tankard in a toast.

JACK(CONT’D)
Take what you can. 

GIBBS
Give nothing back!

They clink tankards, drink, SLAM them down on the table.

DELETED SCENE

Will whirls at the sound, sword out, kicks over a table, and 
searches for an opponent.

GIBBS (CONT'D) 
The kid's a bit of stick, isn't he?

JACK 
You have no idea.

63 	EXT. CARIBBEAN SEA - NIGHT

the sails of the Black Pearl cut into the foreground, 
accompanied by the ROAR of the wind and the SNAP of canvas --



64 	INT. BLACK PEARL - CAPTAIN'S CABIN.- EVENING 

Elizabeth stalks the cabin. Pintel and Ragetti enter, Pintel 
holds a wine-colored dress.

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

ELIZABETH 
Well, you may tell the Captain that I 
am disinclined to acquiesce to his 
request. 

PINTEL
  (happy) 
He said you'd 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.

DELETED SCENE

He exits, pouting. Elizabeth puts on the dress.  There is a 
SQUEAK-SQUEAK sound from the door --

65 EXT. BLACK PEARL - DECK - EVENING 

Ragetti crouches at the door, squinting into the key hole -­- 

PINTEL
Give me a go, give me a go!

He looks through the hole and then Ragetti takes another 
turn….using his wooden eye.

RAGETTI 
I can't see nuthin'!  I can't see
nuthin'!

PINTEL
You're an idiot.

Suddenly, Ragetti jerks back --- Elizabeth's hairpin pokes 
through.

RAGETTI 
Ow! Me eye!

Ragetti's eye bounces on the deck, rolls away ---

RAGETTI (CONT'D)
Don't let it drown!

He scrambles after it -- it is stopped by the toe of a boot. 
Ragetti looks up at the Bo'sun. Behind him are more pirates, 
bearing trays of food.

BO'SUN
If ye like, I'd be happy to nail
it in place.

RAGETTI
That's all right, sir. Thank you.

He presses down on the eye; it rockets out from beneath his 
boot; Ragetti chases it. The Bo'sun and pirates move past --

66 INT. BLACK PEARL - CAPTAIN'S CABIN - NIGHT 

The camera moves across a table filled with an impressive spread 
of food. One of the pirates sets down the final dish, places the 
silverware perfectly, then lights the candles.

DELETED SCENE

BARBOSSA
Maid or not, it suits you.

ELIZABETH
Dare I ask the fate of its previous
owner?

BARBOSSA
Now, none of that. Please -- dig in.


CUT TO:
ELIZABETH

Cutting a tiny piece of meat, eats it daintily. Barbossa enjoys 
watching her eat.

BARBOSSA
There's no need to stand on ceremony, 
nor 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. She takes a hunk of 
bread.

BARBOSSA (CONT'D)
Try the wine.

Elizabeth does, a huge swig; eats of the bread.

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

She stares at the apple -- stops. She is suddenly aware that 
Barbossa -- and the Monkey -- are staring at her.  

ELIZABETH
It's poisoned!

Barbossa LAUGHS.

BARBOSSA
There would be no sense to be killing
you, Miss Turner.

ELIZABETH 
Then release me. You have your
trinket. I am of no further value to
you!

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

BARBOSSA
You don’t know what this is, do you? 

ELIZABETH
It's a pirate medallion.
	BARBOSSA
This is Aztec gold. One of eight-hundred 
and eighty-two identical pieces they 
delivered in a stone chest to Cortés 
himself. Blood money paid to stem the 
slaughter he wreaked upon them with his
armies. 
  (beat)
But the greed of Cortés was insatiable. 
So the heathen gods placed upon the gold 
a terrible curse. Any mortal that removes
but a single piece from that stone chest 
shall be punished for eternity. 

Elizabeth is intrigued, but refuses to admit it.

ELIZABETH 
I hardly believe in ghost stories any
more, Captain Barbossa.

BARBOSSA
		Aye! That's exactly what I thought
 when we were first told the tale! 
  (dismissive)
Buried on an Island of the Dead what 
can't be found 'cept by those who 
know where it 'tis. 

Barbossa remembers...

BARBOSSA
Find it, we did. There be the chest,
inside be the gold, and we took them all.
We spent 'em and traded 'em and frittered
'em away…on drink and food and pleasurable
company. The more we gave them away, the 
more we came to realize – the drink would 
not satisfy, food turned to ash in our 
mouths, and all the pleasurable company
in the world could not slake our lust.
We are cursed men, Miss Turner .
Compelled by greed we were, but now 
we are consumed by it.  

The monkey SCREECHES; Barbossa consoles it, putting it on his 
shoulder. She takes the opportunity to palm her dinner knife.

BARBOSSA (CONT'D)
There is one way we can end our curse.
All the scattered pieces of the Aztec 
gold must be restored and the blood 
repaid. 

The monkey jump off his shoulder.

BARBOSSA
  (beat)
Thanks to ye we have the final piece.

ELIZABETH
And the blood to be repaid? 

BARBOSSA
That's why there's no sense to be 
killing you. Yet.

Elizabeth is horrified. Barbossa holds an apple out to her.

BARBOSSA (CONT'D) 
Apple? 

Elizabeth slaps the apple out of his hand-- and comes up out of 
her chair, brandishing the stolen knife. A beat, and then she 
tries to run from Barbossa. They struggle briefly, and then 
suddenly she buries the stolen KNIFE in Barbossa's chest.

Barbossa is completely unaffected. He opens his coat 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're planning on doing next?

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

67 	EXT. BLACK PEARL - MAIN DECK - NIGHT 

blindly, Elizabeth races forward -- then 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, runs -- gets caught in the turning 
capstan, where two skeleton pirate musicians (violin and squeeze 
box) ride the capstan as it turns --

Elizabeth jumps away, falls into a cargo hold, bounces back up 
off a sail pirates are holding below deck. She bounces again, 
higher this time and she's caught by --- 

Another skeleton pirate swinging by on a rope. They land on deck 
by the ship's wheel. He chases her. They find the wheel between 
them. She gives the wheel a spin and the handles knock the 
skeleton pirate's head back. He takes a moment to adjust his 
head, putting it back in place. Elizabeth screams, evades a 
pirate, hides beneath the steps to the aft deck ...

Suddenly, the SKELETAL MONKEY drops into frame with a SCREECH, 
clutching the medallion. Elizabeth bolts --

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

BARBOSSA
Look! 
  (shakes her)
LOOK!

Elizabeth looks at the full moon in the night sky---- the pirate 
crew are silent, now, all of them motionless, all of them 
staring straight at her.

BARBOSSA (CONT’D)
The moonlight shows us for what 
we really are! We are not among the 
living, and so we cannot die -- but 
neither are we dead! 

He spins her back around to face him --

BARBOSSA 
For too long I have been parched of
thirst, and unable to quench it! Too
long, I have been starving to death – 
and haven't died!
  (raises his hand)
I feel nothing ... Not the wind on my
face, nor the spray of the sea ...
  (reaches toward Elizabeth)
... nor the warmth of a woman's flesh.

His reaching hand becomes skeleton in the moonlight. Elizabeth 
flinches away. He leans forward putting his face in the 
moonlight, turning it into a gleaming skull with gold and silver 
teeth--

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

He grabs a wine bottle from a case, uncorks it with his teeth, 
gives her a little toast, and then drinks. The wine runs through 
his jaw and rib cage, drenching his clothes. 

Elizabeth darts around him, back into the cabin, Barbossa hurls 
the bottle away, shuts the cabin doors. He turns to his men and 
LAUGHS. The crew laughs too. Then:

BARBOSSA (CONT'D)
What are ye looking at? Back to work! 

68 	INT. BLACK PEARL - CAPTAIN'S CABIN - NIGHT

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

74 	EXT. TORTUGA - DOCK - DAY

A weather beaten group of swabs stand in a ragged line-up.

GIBBS 
Feast your eyes, Cap'n. All of 'em 
faithful hands before the mast, every
man worth his salt –-
 (sotto, making his point)
-- and crazy, to boot.

Jack moves down the line . Gibbs at his side. Pauses, gives a 
long, contemplative look at a diminutive sailor, then continues.

Will is not impressed.

WILL
So THIS is your able-bodied crew? 

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

JACK
You, sailor! 

GIBBS
Cotton, sir.

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?
  (looks at Cotton, waits for the 
   answer; none comes)
Mr. Cotton ! Answer me! 

GIBBS
He's a mute, sir. Poor devil had his
tongue cut out.

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

GIBBS (CONT'D)
So he trained the parrot to talk for
him. No one's yet figured how.

Jack gets it. Tries again:

JACK
Mr. Cotton---'s Parrot. Same question.

			COTTON'S PARROT
Wind in your SAILS! Wind in your SAILS!

GIBBS
Mostly, we figure that means 'yes.'

JACK 
Of course it does. 
  (to Will)
Satisfied?

WILL
Well, you’ve proved they're mad. 
ANAMARIA (O.S.)
And what's the benefit for us?

Jack turns at the sound of the voice as pirates murmur 
agreement. Jack moves along, stops in front of a hunched sailor, 
eyes downcast, face shaded by a buckled tricorn hat.

Jack leans to the side, trying to peer beneath the hat. The 
sailor looks up --- it's ANAMARIA. And she's angry.

JACK
AnaMaria.

Really angry. She SMACKS Jack with a hard right cross.

WILL
I suppose you didn’t deserve that one,
either? 

JACK
No, that one I deserved.

ANAMARIA
You stole my boat!

JACK
		Actually --

AnaMaria SMACKS him again, even harder.

JACK 

Borrowed. Borrowed without 
permission. But with every 
intention of bringing it back.

ANAMARIA
But you didn't! 

JACK
You'll get another one!

ANAMARIA
  (a threat)
I will.

WILL 
A better one.

JACK
  (agreeing)
A better one!

WILL 
  (points to the Interceptor)
That one.

Jack whirls around with a wide-eyed look at Will.

JACK
  (to  Will)
What one?

Will gives him a hard look in return ("Get with the program!") 
Jack and crew all turn and look at the Interceptor. Jack turns 
back to Will --

JACK 
  (incredulously)
THAT one?!  
  (considers it a moment, realizes 
   it's a good plan). 
Aye, that one!  What say you?

AnaMaria and sailors respond: Aye!

COTTON'S PARROT
Anchors Aweigh!

GIBBS
No, no, no, no. It's frightful 
bad luck to bring a woman aboard, 
sir.

Jack glances up at the sky, back to Gibbs. ­

JACK
It'll be far worse not to have her.

He moves away. Gibbs and Will exchange a puzzled look --

75 	EXT. H.M.S. INTERCEPTOR - NIGHT

A FLASH of lightening. CRACK of thunder. Canvas is stretched 
taut. The ship rocks into a swell, climbs up the other side.

The crew are excellent, practiced sailors, but it still takes 
everything they have to keep the ship afloat.

Jack is at the helm. Will looks forward, to where Jack faces the 
storm head on. He glances down at his compass, nods.

WILL 
How can we sail to an island that
nobody can find with a compass that 
doesn’t work? 

GIBBS
Aye, the compass doesn't point north.
But we're not trying to find north, 
are we?

Gibbs nods, moves away --

ON JACK, a ROARING wind blowing back his hair, eyes intent on 
their course. The ship tilts; Jack fights the wheel. 

Gibbs climbs the tilted deck toward him.

GIBBS 
We should drop canvas, sir!

JACK 
She can hold a bit longer.

The wind picks even more, HOWLING. Jack smiles.

GIBBS
  (shouts)
What's in your head as puts you in 
such a fine mood, Captain?

JACK
  (shouts)
We're catching up!

Jack looks back to sea, enjoying himself. 

EXT. AN ISLAND BAY - DAY

The Black Pearl is anchored in the bay.

76 	INT. BLACK PEARL - CAPTAIN'S CABIN – DAY

Elizabeth looks out a window. She looks up at the sound of a 
latch: Koehler and Twigg stand in the doorway holding rope; 
Pintel and Ragetti beside them.

PINTEL
Time to go, poppet.

77 	EXT. BLACK PEARL - DECK - DAY 

Twigg binds Elizabeth's hands in front of her. Barbossa drapes 
the Medallion around her neck. 

78 	EXT. ISLA DE MUERTA - LAGOON - DAY 

Elizabeth sits in the prow of a longboat, one of several rowing 
away from the Black Pearl, all laden with booty. Behind them, 
the ship fades into the fog. 

Ahead of Elizabeth, a dark sea cave opening looms. The longboats 
glide in, and are swallowed by darkness.

CAMERA RISES, up through the fog, and revealed below is the 
entire Isla de Muerta -- shaped roughly like a human skull. FOG 
swirls in, covering the island in gray --

79 	EXT. INTERCEPTOR - DECK – DAY 

as the ship slips through the sound-deadening fog. The crew 
become watchful and tense

A SHAPE emerges from the fog, huge, reaching -- the wreckage of 
a ship dashed on the reefs. One of many. A graveyard of ships 
that never returned from Isla de Muerta.

COTTON'S PARROT (O.S.)
Dead men tell NO tales!

The bird is perched on a railing, fog behind it.

GIBBS
Puts in a chill in the bones, how many
honest sailors have been claimed by 
this passage.

Will nods in silent agreement.

Suddenly there is a low SCRAAAPE. 

80 	EXT. UNDERWATER – DAY 

The mast of a sunken ship grazes the hull of the Interceptor.

81 	EXT. INTERCEPTOR - DECK - DAY 

Jack, at the wheel checks the compass, makes a slight
correction – 

He shuts the compass, concentrates on navigating the graveyard -

Dead ships continue to more past. Gibbs and Will turn and look 
speculatively at Jack

WILL 
		How is it that Jack came by that 
compass?

GIBBS

Not a lot's known about Jack Sparrow
'fore he showed up in Tortuga with a 
mind to go after the treasure of Isla
de Muerta. That was before I'd met 
him, back when he was captain of the
Black Pearl.

WILL
What? 
  (suspicious glance at Jack)
He failed to mention that.

Gibbs realizes he's made a small faux pas, takes a swig from his 
flask.

GIBBS
Well, he plays things close to the vest
now. And a hard learned lesson it was. 
See three days out on the venture the 
first mate comes to him and says 
everything’s an equal share – 
that should mean the location of the
treasure, too. So, Jack gives up the 
bearings. 
  (shakes his head)
That night, there was mutiny. 

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

GIBBS (CONT'D) 
They marooned Jack on an island, and 
left him to die. But not before he'd 
gone mad with the heat.

WILL
Ahh. So that's the reason for all
the ...
  (imitates Jack)

GIBBS
Reason's got nothing to do with it.
Now, Will, when a pirate's marooned,
he's given a pistol with a single shot. 
One shot, well that won't do much good
hunting, or to be rescued. But after 
three weeks of a starving belly and 
thirst -- that pistol start to look 
real friendly.

Gibbs mimes helpfully: Gun to the head, pull the trigger.

GIBBS (CONT'D)
But Jack -- he escaped the island. And
he still has that single shot. Oh, but
he won't use it, though, save on one man. 
His mutinous first mate --

WILL
Barbossa.

GIBBS
Aye.
WILL
How did Jack get off the island?

GIBBS 
Well, I’ll tell ya. He waded out into
the shallows and he waited there, three
days and three nights, 'til all manner 
of sea creatures 'came acclimated to his
presence. Then on the fourth morning he
roped himself a couple of sea turtles, 
lashed 'em together and made a raft. 

Will can't believe he heard that. He peers at Gibbs. Gibbs holds 
his gaze steady.

WILL 
He roped a couple of sea turtles.

GIBBS
Aye. Sea turtles.

Will's not quite buying it. There are so many problems with the 
story, Will has trouble settling on which to start with, finally 
settling on the simplest question:

WILL
What did he use for rope?

Gibbs starts to answer -- then realizes he doesn't know. But 
Jack now stands near them, and supplies the answer:

JACK
Human hair. From my back. 

Gibbs knew there was a perfectly logical answer. Will's not 
buying it. Jack holds his gaze with a poker face – then:

JACK (CONT'D)
  (to the crew, cutting off any 
   further questions)
Let go of the anchor! 

CREW
Let go of the anchor, Aye!

JACK 
Young Mr. Turner and I are to 
go ashore. 

Gibbs steps close to Jack, unaware Will is listening.

GIBBS
Cap'n! What if the worst should 
happen? 

JACK
Keep to the Code. 

GIBBS
  (agreeing)
Aye, the code. 

They part. Will watches Jack speculatively.

82 	EXT. ISLA DE MUERTA - LAGOON - POINT - DAY - DELETED SCENE

THROUGH A SPYGLASS, the Black Pearl lies at anchor. Mostly 
empty, movement of a few pirates on board.

WILL (O.S.) 
Is she there?

Jack lowers the spyglass. He and Will are in a longboat just off 
a rocky point.

JACK 
No.

Jack continues to gaze at the ship. Will looks from him to the 
Pearl, back -- he's putting the pieces together and doesn't like 
the picture he sees.

WILL 
Where is she?

JACK
  (closes the telescope)
It's begun.

83 	INT. ISLA DE MUERTA - CAVES - LANDING - DAY 

Pirates, carrying their booty, file through a tunnel. A pirate 
roughly yanks Elizabeth along, pulls her by the rope that ties 
her hands.

84 	INT. ISLA DE MUERTA - MAIN CAVERN - DAY 

The pirate lets go of the rope and moves off. Elizabeth stops at 
the sight of pirates adding their booty to a spectacular 
treasure: piles of coins, gold and silver ingots, jewelry, 
objects d' art, jade and ivory, brightly colored silks, 
furniture, jewels and pearls, mirrors and swords ...

At the center, a hole in the ceiling lets in a column of sunlight, which illumines: an Aztec stone chest. 

Koehler gives Elizabeth a shove in the back.

KOEHLER
Move.

As they move off FOCUS on Pintel and Ragetti hauling a large 
hope chest between them.

PINTEL 
Ten years of hoarding swag ---

RAGETTI
  (way too excited)
-- and now we finally get to spend
 it!

They dump the chest, pick through it. Ragetti finds a parasol. 

PINTEL 
Once we're quit of the curse --
we'll be rich men, 'n you can buy
an eye what actually fits -- and's 
made of glass.

Ragetti is genuinely moved. He reaches up to wipe a tear.

RAGETTI 
This one does splinter something 
terrible ...

PINTEL
  	  (genuinely sympathetic)
  		Stop rubbin' it!

They look over -- the Bo'sun stares at them darkly, then moves 
away. Pintel hits Ragetti with his parasol.

85 	INT. ISLA DE MUERTA - CAVES - TUNNEL - DAY 

The tunnel is illumined by a lantern on a pole. Jack rows, back 
to Will. To one side, Will spots—

a SKELETON, face-down and half buried in the sand, its rib 
cage partially stove in, a SWORD stuck in its BACK. A crab 
clicks its claws in the light. They drift past. 

WILL 
What code is Gibbs to keep to, if the
worst should happen?

JACK 
Pirates' code. Any man who falls
behind is left behind.

WILL 
No heroes amongst thieves, eh? 

JACK 
You know, for having such a bleak
outlook on pirates, you're well on
your way to becoming one. 
  (intentionally goading) 
Sprung a man from jail, commandeered
a ship of the fleet, sailed with a 
buccaneer crew out of Tortuga ...

Suddenly, several small bright CIRCLES appear on the cave walls 
and roof -- and then dozens more. They're everywhere. Will 
glances down -- beneath the water, THOUSANDS OF COINS reflect 
light onto the cave walls.

JACK (CONT'D) 
...and you’re completely obsessed 
with treasure. 

They pass through, approach the landing area where the pirates' 
boats are moored --

86 	INT. ISLA DE MUERTA - CAVES - LANDING

Will pulls the boat ashore; Jack hops out.

WILL
		That's not true. I am not obsessed 
with treasure.

Jack leads up a short rise.

JACK 
Not all treasure is silver and gold,
mate. 

They climb to a cave opening ---

and beyond it there's ELIZABETH, being shoved to the top of 
the central treasure pile by Twigg and Koehler, where 
Barbossa waits beside the stone chest at the top. Pirates 
surround the scene.

BARBOSSA
Gentlemen, the time has come! Our
salvation is nigh! Our torment is
near an end. 

Will spots --

WILL
Elizabeth. 

87 	INT. ISLA DE MUERTA - CAVES - MAIN CAVERN - DAY 

BARBOSSA 
For ten years, we've been tested and 
tried and each man-jack of you here
has proved his mettle a hundred times
over, and a hundred times again!

Some pirates voice their approval: Yeah! Aye! etc.

RAGETTI
Suffered I have!

BARBOSSA 
		Punished we were, the lot of us.
 (pounds fist in had for emphasis) 
Disproportionate to our crime!

A louder response: Aye!

Barbossa kicks off the lid to the stone chest.  Inside are 
hundreds of gold coins, identical to the medallion. A stone 
knife lays atop them.

BARBOSSA 
 		Here ‘tis, the cursed treasure of 
Cortés himself. Every last piece that
went astray we have returned – save
for this. 

Barbossa points to medallion around Elizabeth's neck.

The pirates -- including BO'SUN now -- CHEER.

88 INT. ISLA DE MUERTA - CAVES -LANDING 

Will scrambles for the cave opening --

WILL 
Jack!

JACK
  (restrains him)
Not yet!

89 	INT. ISLA DE MUERTA - CAVES - MAIN CAVERN 

Stones clatter down the embankment. The monkey twists around, 
suspicious ... then his head swivels back to the ceremony.

90 	INT. ISLA DE MUERTA - CAVES - LANDING 

As Jack moves away from the cave opening:


JACK 
We wait for the opportune moment.

Will hesitates a moment, then follows --

90B 	INT. ISLA DE MUERTA - CAVES - LANDING 

Back near the boats, Will catches up to Jack.

WILL
When’s that? When it’s of greatest
profit to you? 

JACK
May I ask you something? Have I ever
given you reason not to trust me? Do
us a favor, I know it’s difficult for
you but please, stay here… and try 
not to do anything...stupid. 

Jack moves away 

90A 	INT. ISLA DE MUERTA - CAVES - MAIN CAVERN 

Barbossa picks up the stone knife, raises it high.

BARBOSSA 
And who among us has paid the blood
sacrifice owed to the heathen gods? 

ALL PIRATES
  (thrust fists in the air) 
AYE!

90C 	INT. ISLA DE MUERTA - CAVES - MAIN CAVERN

BARBOSSA 
And whose blood must yet be paid?

ALL PIRATES
  (point to Elizabeth) 
HERS!

90D 	INT. ISLA DE MUERTA - CAVES - LANDING

Jack comes around a cave wall.

91 	INT. ISLA DE MUERTA - CAVES - MAIN CAVERN - DAY 

Barbossa steps toward Elizabeth. Elizabeth shrinks back, but is 
held by Twigg and Koehler. Barbossa leans close to her.

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

Pintel and Ragetti grin at that. Barbossa raises the knife --­ 
Elizabeth turns her head away, shuts her eyes --

BARBOSSA
Begun by blood, the blood undone!

90D 	INT. ISLA DE MUERTA - CAVES - LANDING

Will moves up behind Jack. Jack's eyes go wide -- he turns, 
rolls to defend himself --­ too late. Will brings an oar down 
across Jack's head. Jack slumps. 

WILL 
Sorry Jack --  I'm not going to be 
your leverage.

Will slips away --

91 	INT. ISLA DE MUERTA - CAVES - MAIN CAVERN - DAY 

Barbossa grabs Elizabeth's wrist and SLICES HER PALM. He claps 
the medallion into her hand and closes her fist around it, then 
removes it, now stained with Elizabeth's blood.

ELIZABETH
That's it? 

BARBOSSA
Waste not!

He holds the medallion above the chest --

and drops it into the chest. The pirates tense, waiting, 
expectant. A long beat. They all look at each other, look at 
themselves. Nothing happens.

KOEHLER
Did it work?


RAGETTI
I don't feel no different.

PINTEL
How do we tell?

Barbossa frowns, draws his pistol, and SHOOTS Pintel square in 
the chest. Pintel looks down at his chest ... but doesn't die.

KOEHLER
You're not dead.

PINTEL
No.
  (realizes) 
He shot me!

RAGETTI
It didn't work! 

TWIGG.
The curse is still upon us!

Barbossa searches 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.

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 in whose veins flows the 
blood of William Turner?! Where?

Barbossa SLAPS her hard, sending her sprawling down to the 
water's edge behind them, unconscious. The medallion falls next 
to her.

BO'SUN
  (to Pintel & Ragetti) 
You two. You brought us the wrong 
person!

PINTEL 
No, she had the medallion! She's the
proper age!

The pirate argument grows. Suddenly a hand comes over 
Elizabeth's mouth; she has the presence not to scream. It's 
Will, soaked. He nods toward the water.

Elizabeth sees the medallion on the water's edge. She grabs it.

RAGETTI
  (bursts out) 
She said her name was Turner! You
heard her!
  (suddenly realizes it) 
I think she lied to us.

Twigg looks at Barbossa.

TWIGG
You brought us here for nothing?

BARBOSSA 
I won't take questioning or second 
guesses, not from the likes of you,
Mister Twigg.

KOEHLER 
Who's to blame him? Every decision 
you've made's led us from bad to 
worse!

MALLOT
It's you who sent Bootstrap to the
depths --

The Monkey spots Elizabeth and Will and SCREECHES --

Bo'sun draws his sword, approaches Barbossa.

BO'SUN 
And it’s you who brought us here in 
the first place. 

Barbossa draws his sword.

BARBOSSA
Any coward here dare challenge me, 
let him speak! Hmm? 

KOEHLER 
I say we cut her throat and spill all 
her blood, just in case.

PIRATES
  (together)
Yeah!

Barbossa spots the Monkey's SCREECHING -- He turns -- Elizabeth 
is gone. The Monkey jumps and HOWLS, pointing toward: Will and 
Elizabeth, just disappearing out of the cavern. Barbossa looks 
around, sees --

BARBOSSA
The medallion! She’s taken it! Get
after her! You feckless pack of 
ingrates. 

The pirates race out of the main cavern to --

92 	INT. ISLA DE MUERTA - CAVES - LANDING - DAY 

The pirates scramble to launch their boats, reach for the oars –
- and then realize:

BO'SUN
The oars've gone missing! Find
'em!

The pirates search the cave, overturning chests and upsetting 
piles of treasure.

Jack wanders out into the middle of this, dazed, holding the oar 
Will hit him with. He looks around without comprehension. 
Ragetti notices him, and blanches.

RAGETTTI
You!

Jack looks behind him, then back at Ragetti.

PINTEL
You're supposed to be dead!

JACK
Am I not?

Pintel draws his pistol, so do the other pirates. Jack's eyes go 
wide. He thinks, tries to remember something -- got it --

JACK (CONT’D)
Perlerley...
  (no, not it)
Pereleyloo. Parlene.Parsnip.
Parsley. Part... partner, partner...

RAGETTI
Parley? 

JACK (CONT'D)
  (nods; that's it) 
That’s the one!  Parley! Parley! 

The pirates lower their weapons -- except Pintel, who really 
wants to shoot this guy -- and he's annoyed with Ragetti.

PINTEL
 'Parley'! Damn to the depths whatever
 muttonhead thought up 'parley'!

JACK
That would be the French.

93 	EXT. INTERCEPTOR - DECK - DAY 

A long trail of oars float in the water leading up to the ship. 
Elizabeth climbs aboard.


ELIZABETH
Not more pirates.

GIBBS
Welcome aboard, Miss Elizabeth.

ELIZABETH
Mr. Gibbs?

Will climbs aboard.

GIBBS
Hey, boy -- where be Jack?

And here Elizabeth thought she couldn’t be more perplexed.

ELIZABETH
Jack? Jack Sparrow?

WILL
  (with finality)
He fell behind.

He moves away. Gibbs reacts to this news for a beat. Then:

GIBBS
Keep to the Code.

ANAMARIA
 (an order to the crew)
Weigh anchor and hoist the sails!
Split-quick, you dibbis!

Gibbs looks after Will speculatively.

94 	INT. ISLA DE MUERTA - CAVES - LANDING - DAY 

Jack leans on the oar, the pirates eyeing him. They part, and 
Barbossa steps out to see what they've found. He stares.
	
BARBOSSA
How the blazes did you get off
That island?

JACK
When you marooned me on that God-
forsaken spit of land, you forgot
one very important thing, mate.
I’m Captain Jack Sparrow.

BARBOSSA
Ah, well, I won’t be making that
mistake again. Gents, you all 
remember Captain Jack Sparrow!
Kill him. 

He turns away. Pintel is happy, grabs his pistol, aims it --

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

Barbossa snaps back around.

BARBOSSA
Hold your fire.

Pintel reacts with silent exasperation. So close. Barbossa glares at Jack, working it through -- and then he's certain:

BARBOSSA (CONT'D)
You know whose blood we need.

JACK
I know whose blood you need.

Barbossa clenches his jaw. He hates this guy.

95	 EXT. CARIBBEAN SEA - DAY 

The Interceptor on the open sea under full sail.

96 	INT. INTERCEPTOR - CABIN - DAY

Elizabeth tries to tie a bandage around the cut in her 
right palm. Will sees her frustration.

ELIZABETH
What sort of a man trades a man’s 
life for a ship?

WILL
  (shrugs)
Pirate.	

WILL 
		  (beat)
Here ... let me.

She lets him take over the task.

ELIZABETH
Thank you.

He begins to gently wrap her hand.

WILL
You said -- you gave Barbossa my name
as yours. Why?

She gazes into his eyes levelly, but can't quite bring herself 
to say what she's thinking.

ELIZABETH
  (she knows exactly why) 
I don't know.

They hold the gaze; a slight smile begins to play on Will's 
lips, matched by Elizabeth -- she WINCES, pulls her hand back 
slightly.

WILL 
I'm sorry -- blacksmith's hands. I
know, they're rough ...

ELIZABETH
No... I mean, yes. They are. But --

She considers, smiles to herself: anything she says will reveal 
the truth ... and so she says the truth.

ELIZABETH (CONT'D)
But don't stop.

They lock eyes. Will ties off the bandage, but doesn't drop her 
hand. He runs his palm up her forearm –-

passion takes them. Will caresses her face, moves closer to 
her.


WILL
Elizabeth ...

She takes his hand from her face ... brings it down to her neck 
then down her chest ...

... and then, despite not wanting to ruin the moment, she moves 
his hand across, over the medallion. She tugs it out and lays it 
in his hand.

ELIZABETH
It's yours.

He gives it a glance, a puzzled look. 

Will looks again -- then does remember.

WILL
I thought I’d lost it the day they 
rescued me -- 
  (beat)
It was a gift from my father ... He
sent it to me ... why did you take it?

ELIZABETH
  (reliving the memory)
Because I was afraid you were a
pirate. That would have been awful.

Will stares at the medallion. He realizes:

WILL
It wasn't your blood they needed.
It was my father's blood. My blood.
The blood of a pirate.

She lays a hand on his arm. He does not react.

ELIZABETH
I’m so sorry, please forgive me.

He does not look at her. He closes his fist around medallion, 
slams it against a table;  She watches him for a moment ... 
turns away and leaves.

97 	INT. BLACK PEARL - CAPTAIN'S CABIN - DAY 

Barbossa sits at his table.

BARBOSSA
So you expect to leave me standing on
some beach with nothing but a name 
and your word it’s the one I need,
and watch you sail away on my ship?

Jack prowls the cabin, notes the sorry state of the fixtures. 

JACK
No. I expect to leave you standing on
some beach with absolutely no name 
at all, watching me sail away on my
ship -- and then I’ll shout the name 
back to you. Savvy?

BARBOSSA
But that still leaves us with the
problem of me standing on some beach 
with naught but a name and your word 
it’s the one I need.

Jack takes an apple from the bowl.

JACK 
Of the two of us I am the only one
who hasn't committed mutiny ... 
therefore my word is the one we'll
be trusting. 

He sits down, puts his feet on the table.

JACK (CONT'D) 
Although, I suppose I should be 
thanking you because in fact, if
you hadn’t betrayed me and left 
me to die, I would have an equal 
share in that curse same as you.
Funny ol' world, innit?

Jack takes a big bite of the apple. Barbossa glares. Jack 
remembers his manners, offers a bite to Barbossa: 'Want some? 
No?' He shrugs, takes another bite --

BO'SUN
  (from the doorway) 
Captain -- we're coming up on the
Interceptor.

98 	EXT. BLACK PEARL - DECK - DAY 

Barbossa gets to the deck, stares at the horizon through his 
spyglass, intent on his prey.  Jack follows him; he doesn't like 
the look of things. Jack appears through the telescope lens, 
blocking the view of the Interceptor.

JACK 
I’m having a thought here, Barbossa.
What say we run up a flag of truce? 
I scurry over to the Interceptor and 
I negotiate the return of your 
medallion, eh? What say you to that?

Barbossa's just been waiting for him to stop talking.

BARBOSSA
  (to Jack)
No, you see, Jack. That's exactly the
attitude that lost you the Pearl. 
People are easier to search when 
they're dead.
  (shouts)
Lock him in the brig.

Barbossa grabs the apple from Jack's hand as Bo'sun takes him 
away. Barbossa looks at the apple and with fury throws it 
overboard.

99 	EXT. INTERCEPTOR - MAIN DECK - DAY

Elizabeth emerges on deck. Crewmen work fast and focused.

GIBBS
Hands aloft to loose ta'gallants! 
With this wind dead astern, she'll
carry every sail we've got!

Elizabeth hurries toward astern. AnaMaria is at the wheel.

ELIZABETH
What's happening?

And then she sees - the Black Pearl, on the horizon.

ANAMARIA
The Black Pearl, she’s gaining on us.

ELIZABETH
But this is the fastest ship in 
the Caribbean!

ANAMARIA
You can tell them that, after 
they've caught us.

Elizabeth thinks; Gibbs joins them.

ELIZABETH
We’re shallower on the draft, right?

ANAMARIA
  (surprised)
Aye.

ELIZABETH
Well, then can't we lose them amongst
those shoals?

Ahead on the horizon: the indistinct shapes of islands.

GIBBS
We don't have to outrun 'em long, 
just long enough ...

ANAMARIA
Lighten the ship! Stem to stern!

GIBBS
Anything we can afford to lose, see
That it's lost!

100 	INT. BLACK PEARL - BRIG - DAY

The door slams shut, is bolted by Bo'sun. Jack looks around the 
cell.  There's standing water on the floor.

JACK
Apparently there's a leak.

He notices a crack in the bulkhead. Peaks out through it. But he 
sees only empty sea -- and a cask drift by.

101 	EXT. CARIBBEAN SEA - DAY

Jetsam from the Interceptor splashes down into the water: 
barrels, heavy fittings, crates, cannon balls.

102 	EXT. BLACK PEARL - DECK - DAY

PUSH IN on Barbossa -- a predator bent on its prey. His voice 
carries the length of the ship:

BARBOSSA
Haul on the main brace, make ready
the guns! 
  (to Bo'sun)
And run out the sweeps. 

On the side of the ship cannons suddenly appear.

Behind him, the Jolly Roger is hoisted on the ensign staff --

102A 	EXT. INTERCEPTOR - FORWARD DECK - DAY

Will emerges from the forward compartment, drawn by the 
commotion. He sees the crew dumping stuff overboard, the Black 
Pearl in pursuit. He climbs out on the rigging for a better 
vantage point --

Will sees something that makes his face go ashen --

104 	EXT. - BLACK PEARL - DAY

Hatches slide back on the hull, and galley OARS extend out each 
side. In unison they catch the water; the ship shoots forward --

102B EXT. INTERCEPTOR - FORWARD DECK - DAY

Marty and another crewman dump a cannon barrel overboard; they 
move to the next one, pull the pins, tip it ---

Will's foot comes down on the cannon, keeping it in place.

WILL
We're going to need that.

He points astern ---

103 	OMITTED

105 	OMITTED

106 	EXT. CARIBBEAN SEA- DAY

The Interceptor cuts through the chop. The Black Pearl enters 
the frame, gaining once again --

107 	EXT. INTERCEPTOR – DECK - DAY

Elizabeth looks stricken as she stares at the pursuing ship.

ANAMARIA
It was a good plan, up 'til now.

Will makes his way to the wheel.

WILL
Gibbs! We have to make a stand. 
We must fight! 
  (no one moves)
Load the guns!

ANAMARIA
With what?

A beat as they all realize the cannonballs were among the first 
things over the side. Then:

WILL
Anything. Everything! Anything we 
have left.


GIBBS
  (moving, hollering to the crew)
Load the guns! Case shot and 
langrage! Nails and crushed glass!
With a will!

109 	INT. INTERCEPTOR  - GUN DECK  - DAY

Gibbs supervises the gunnery crew as they load anything and 
everything into the cannons: silverware, jugs, Gibbs' flask --
	
108A EXT. BLACK PEARL - DECK - DAY

Barbossa seems to inhale, smelling the victory at hand --

108 	EXT. BLACK PEARL - DAY

CLOSE ON: Jack's eye, peering through the crack in the hull.
PAN OVER to see the ship's oars, rowing in unison ---

110 	EXT. INTERCEPTOR - WHEEL DECK - DAY

Gibbs joins Will and AnaMaria, who eyes the Black Pearl.

GIBBS
The Pearl's going to luff up on our port
quarter! She'll rake us, without ever 
presenting a target!

Elizabeth sees the problem. She looks up toward the bow of the 
Interceptor. Gets an idea.

ELIZABETH
Lower the anchor on the right side.
On the starboard side!

The three look at her in dismay. She nods her head vigorously 
"It's a good idea." She looks to Will for support:

WILL
  ('what the hell')
It certainly has the element of 
surprise.

ANAMARIA
You're daft, lady! You both are!

GIBBS
Daft like Jack! LOWER THE STARBOARD
ANCHOR!

Crewmen give him the same look Elizabeth got.

GIBBS (CONT'D)
Do it, you gobs! Or it's you we'll
load into the cannons!

111 	EXT. INTERCEPTOR - DAY

The anchor splashes into the water, cable uncoiling

113 	EXT. CARIBBEAN SEA - UNDERWATER - DAY

The anchor hits bottom, drags, catches on a reef --the cable 
goes taut ----

112 	EXT. BLACK PEARL - DECK - DAY

Barbossa squints; cocks his head ... What the hell?

114 	INT. INTERCEPTOR - CABIN - DAY

The Medallion, on a table top, slides forward and off ----

115 	EXT. INTERCEPTOR - DAY

Elizabeth turns back to AnaMaria at the wheel --

ELIZABETH
Let go!

AnaMaria releases the wheel just as it starts to SPIN with a 
vengeance --

116 	EXT. CARIBBEAN SEA - DAY

The Interceptor, bow low in the water, comes around very 
quickly, forward anchor acting as a pivot -- her cannons coming 
round, brought to bear on the Black Pearl --

117 	INT. INTERCEPTOR -ANCHOR HOUSING - DAY

The anchor cable spool creaks and cracks under the strain --

EXT. BLACK PEARL - DECK - DAY

Barbossa realizes what's happening --



BARBOSSA
They're clubhaulin'! Hard aport! 
Rack the starboard oars!

119 	INT. BLACK PEARL - BRIG - DAY

Jack is tossed against the cell wall. 

POV JACK -- he looks through the peephole as the bow of the 
Interceptor appears as it comes round, then the first cannon 
port, where Cotton and Nameless stand ready with a 
lit punk --

EXT. INTERCEPTOR -  FORWARD DECK - DAY

WILL
Keep us steady, man! 

120 	EXT. BLACK PEARL - DAY

The cannon doors swing up --

121 	INT. BLACK PEARL - GUN DECK - DAY

Pintel and Ragetti stand ready to fire, and they see: Cotton and 
Nameless and the mouth of their cannon a dozen feet away.

123 	EXT. BLACK PEARL - DECK - DAY

Barbossa draws his sword for battle, shouts --

BARBOSSA
Fire!

122 	EXT. INTERCEPTOR - DECK - DAY

WILL
Now!
	
ELIZABETH
Fire all!

EXT. CARIBBEAN SEA - DAY

All hell breaks loose as the two ships fire all guns at once. 
The Interceptor takes far more damage than the Black Pearl --

125 	OMITTED

126 	INT. BLACK PEARL - BRIG - DAY

A shot crashes through the brig, blasting the door; Jack spins 
away, taking cover –

JACK
Stop blowing holes in my ship!

127 	INT. BLACK PEARL - GUN DECK - DAY

Pintel looks over to see a SPOON imbedded in a post beside his 
head. He frowns, looks to Ragetti --

Ragetti turns toward him, revealing: A FORK sticks from his 
wooden eye. He yanks the fork out, and the eye comes out as 
well. The two pirates stare at each other, fuming --

PULL BACK through the blast hole to reveal: SILVERWARE embedded 
in the hull all around the blast hole.


128 	INT. BLACK PEARL - BRIG

Another BLAST rocks the ship --

Jack sloshes through knee-deep water. Floating on top is Gibbs' 
FLASK.

Jack tries to take a swig from the empty flask. He notices the 
door -- a hole in it. He pushes the door open.

131 	EXT. INTERCEPTOR - DECK - DAY

Elizabeth, Will, AnaMaria, Gibbs and the rest of the crew use 
the gunwales as cover from the pirates' small arms fire --

GIBBS
We could use a few more ideas, lass!


ELIZABETH
Your turn!

GIBBS
We need us a devil's dowry!

ANAMARIA
  (grabs Elizabeth by the hair)
We'll give 'im her!

WILL
She's not what they're after!

Will cuts his eyes to Elizabeth -- they both believe the pirates 
are after him. Elizabeth clutches for the medallion around her 
throat -- but it's not there. 

ELIZABETH
The medallion!

Will sprints for the forward hatch, drops inside...

131A INT. INTERCEPTOR - CABIN - DAY

... into a foot and a half of water, and still rising. Not good. 
He starts searching for the medallion --

129 	INT. BLACK PEARL - GUN DECK - DAY

CLOSE ON: A CHAIN. It links together two cannonballs, which 
Pintel and Ragetti lug toward the cannon. They exchange matching 
revenge smirks as they load the chain shot –

130	 EXT. BLACK PEARL - DECK - DAY

BARBOSSA
Strike your colors, you blooming
cockroaches!
  (to his crew)
Hands! Grapnels at the ready! Prepare
to board!

INT. INTERCEPTOR - CABIN - DAY

Will continues to search for the medallion.

132	EXT. SEA/INTERCEPTOR/BLACK PEARL

Pintel sparks the cannon -- it FIRES. The chain shot flies 
across, SMASHES the main mast of the Interceptor --

132A	INT. INTERCEPTOR - CABIN - DAY

The impact causes the hatch to fall shut, a large beam cutting 
Will off from the exit. Will struggles out from under the 
debris. Water pours into the cabin.

132B EXT. INTERCEPTOR/BLACK PEARL - DAY

The Interceptor's mast LEANS and FALLS --
	
The mast CRASHES down on the deck of the Black Pearl -- right 
next to Barbossa, who doesn't flinch.

BARBOSSA
Pistols and cutlasses, men! Koehler,
Twigg -- to the powder magazine! And
the rest of you -- bring me that medallion!

The Monkey scampers across on the fallen mast, now a bridge 
between the two ships. Pirates swarm across, jumping from deck 
to deck and swinging from the rigging.

INT. INTERCEPTOR - CABIN - DAY

Will struggles to get out -- the water is rising fast --

INT. INTERCEPTOR - BELOW DECK - DAY

Koehler and Twigg descend to the Interceptor's magazine --

EXT. INTERCEPTOR - DECK - DAY

The battle continues topside.

134 	INT. INTERCEPTOR - BELOW DECK - DAY

Koehler and Twigg pour a fuse from a keg of gunpowder, away from 
a pile of explosives --

132B	EXT. INTERCEPTOR/BLACK PEARL - DAY

One pirate misses his landing on the Interceptor, swings back 
toward the Black Pearl. Jack, on a boom, catches the rope --the 
pirate continues his swing, now ropeless --

JACK
Thanks very much!

...and Jack swings out, the two crews locked in battle on the 
decks of both ships pass below him ---

Gibbs faces a pirate bearing down on  him -- Jack takes him out  
as he swings through -- and then swings back, backwards and 
drops to the deck.

GIBBS
Jack! 

Jack hands the empty flask to Gibbs.

JACK
Bloody empty!

Jack’s already on the move. Gibbs is surprised, then rejoins the 
battle. 

133 	INT. INTERCEPTOR - CABIN - DAY

Will struggles to get out -- the water is rising fast --

A SCREECH -- Will looks up --- the MONKEY is at a hole in the 
bulkhead holding the MEDALLION -- it leaps and is gone ---
	
135 	EXT. INTERCEPTOR - MAIN DECK - DAY

A pirate is about to strike Elizabeth when his arm stops. He 
turns to see Jack holding it.

JACK
  (to pirate)
That's  not very nice!

Elizabeth strikes the pirate with the butt of her musket, 
sending him overboard.

Jack grabs Elizabeth by the shoulders --

JACK
Where's the medallion?

ELIZABETH
Wretch! 

She swings to slap him. Jack catches her wrist, keeps her from 
pulling back. His eyes flick to the bandage on her hand, then 
back to her eyes -- and he knows why she's angry.

JACK
Ah!  Where's dear William?

Elizabeth realizes he hasn't returned. She scans the deck --

The forward hatch is blocked shut by the fallen mast. Elizabeth 
darts towards it. 

ELIZABETH
Will!

WILL
Elizabeth!

Jack almost follows -- the Monkey races past with the Medallion. 
Jack sees it, gives chase. 

JACK
Monkey!

Elizabeth peers through the hatch --

ELIZABETH
I can't move it!

Elizabeth is grabbed by two pirates, lifted off her feet.

ELIZABETH
Will!

ANGLE - THROUGH THE GRATE: Will looks up --

WILL
Elizabeth!

He grips the grating with his fingertips and hoists himself up 
--but his fingers slip and he falls back--

136 	INT. INTERCEPTOR - CABIN - DAY

Water fills the cabin nearly to the roof. 

137 	EXT. INTERCEPTOR - DECK - DAY

Pirates throw Cotton to the deck. AnaMaria loses her sword. 
Behind them, Jack dashes after the Monkey. Gibbs signals their 
surrender --

INT. INTERCEPTOR - CABIN - DAY

Will struggles as the water is up to his neck now --

He grips the grating with his fingertips and hoists himself up 
--but his fingers slip and he falls back--

THE MONKEY

dashes across the broken mast, still clutching the medallion. 
Jack scrambles across after it -- the Monkey pauses at the far 
end -- Jack reaches for the medallion --

But another hand grabs it first. Jack looks up -- to see 
Barbossa eyeing the Medallion.

BARBOSSA
Why thank you, Jack!

JACK
You're welcome.

BARBOSSA
Not you. We named the monkey 'Jack.'

The Monkey chitters, gloating. Barbossa grins, raises the 
Medallion, yells to all:

BARBOSSA (CONT'D)
Gents, our hope is restored!

136 	INT. INTERCEPTOR - CABIN - DAY

Water fills the cabin nearly to the roof. Will takes a breath 
and submerges -­-

INT. INTERCEPTOR - BELOW DECK - DAY

Twigg sets off a gunpowder trail leading to the Interceptor's 
magazine --

138 	EXT. BLACK PEARL - DECK - LATER

Jack's crew are tied to the mast by Ragetti. Pintel eyes them, 
pistol drawn.

PINTEL
Any of you so much as thinks the 
word 'Parley' I'll have your 
guts for garters.

Barbossa holds the medallion in his hand. Looks off in the 
direction of the Interceptor.

In the distance, the Interceptor suddenly EXPLODES. Elizabeth 
twists free --

ELIZABETH
Will!

The wreckage lands. Elizabeth rushes Barbossa -- he grabs her 
wrists.

BARBOSSA
Welcome back, Miss. You took 
advantage of our hospitality last
time. It holds fair now you return 
the favor.

He shoves her to some pirates; they hoot their approval ---

WILL 
Barbossa!

He's standing on the rail, soaking wet. He jumps down and grabs 
a pistol.


WILL (CONT'D)
She goes free!

Elizabeth is overcome to see him. Jack, less so.

BARBOSSA
What's in your head, boy?

WILL
She. Goes. Free.

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

JACK
  (to Will under his breath)
Don't do anything stupid.

WILL
  (glances back at Jack)
You can't. I can.

Will puts the muzzle under his chin.

JACK
  (he should've seen it coming)
Like that.

Barbossa is perplexed. The pirates and crew are, too.

BARBOSSA
Who are you?

JACK
  (to Barbossa)
No one. He’s no one. A distant cousin
of my aunt’s nephew twice removed. 
Lovely singing voice, though. Eunuch.

Elizabeth glances narrowly at Jack, realizing he has his own 
agenda.

WILL
My name is Will Turner. My father was 
Bootstrap Bill Turner. His blood runs
in my veins.

Barbossa glances narrowly at Jack. Jack shakes his head; he just 
can't catch a break here.

RAGETTI
He’s a spitting image of ol’ 
Bootstrap Bill come back to 
haunt us.


WILL
  (cocks the pistol)
On my word do as I say or I’ll
pull this trigger, and be lost
to Davy Jones’ Locker.

BARBOSSA
Name your terms, Mr. Turner.

WILL
Elizabeth goes free!

BARBOSSA
Yes, we know that one. Anything else?

Will hadn't thought that far ahead. Jack tries to signal him 
surreptitiously: don't forget about me.

WILL
And the crew, the crew are not to be
harmed.

Jack slumps. Barbossa smiles, steps toward Will.

BARBOSSA
Agreed.

139 	EXT. CARIBBEAN SEA - DAY

The Black Pearl lies at anchor, close to the small island.

140 	EXT. BLACK PEARL - MAIN DECK - DAY

Elizabeth is prodded to the edge of the plank by a bunch of 
sword wielding pirates. Jack is next in line. Will shakes loose 
of the pirates holding him, spits out his gag --


WILL
Barbossa, you lying bastard! 
You swore she'd go free!

BARBOSSA
Don't dare impugn me honor, boy!
I agreed she'd go free, but it 
was you who failed to specify when
nor where!

A pirate places a gag across Will's mouth. Barbossa turns back 
to Elizabeth. The storm has passed; Barbossa is once again his 
gentlemanly self.

BARBOSSA
Though it does seem a shame to lose
something so fine, don’t it lads?

Elizabeth feels the slightest hope of reprieve --

BARBOSSA
So I'll be having that dress back
before you go.

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

ELIZABETH
It goes with your black heart.

Barbossa takes the dress, feels it.

BARBOSSA
Oh, it’s still warm.

Barbossa tosses the dress to a crew member, then turns to
watch --

Elizabeth moves stoically out to the end. She pauses, looks 
back; Will's eyes lock with hers. She is about to say 
something --

BO'SUN
Too long!

He slams down on the end of the plank; Elizabeth plunges off the 
other end, into the sea.

The pirates laugh -- and so does Jack. But his laughter is cut 
off then he's lifted up onto the end of the plank.

JACK
  (to Barbossa)
I really rather hoped we were past
all this.

Barbossa steps up onto the plank beside him, throws an arm 
around his shoulders.

BARBOSSA
Jack, Jack... Did ya not notice?
That be the same little island 
that we made you Governor of on
our last little trip.

JACK
I did notice.

BARBOSSA
Perhaps you’ll be able to conjure
up another miraculous escape. But 
I doubt it. 

He draws his sword. 

BARBOSSA
Off you go.

Jack hesitates -- he really doesn't want to do this.

JACK
Last time you left me a pistol,
with one shot.

BARBOSSA
By the powers, you’re right. Where 
be Jack’s pistol? Bring it forward.

A pirate hands Jack's pistol to Barbossa.

JACK
Seeing as there's two of us, a 
gentleman would give us a pair
of pistols.

BARBOSSA
It'll be one pistol, as before,
and you can be the gentleman, 
an' shoot the lady, and starve
to death yourself!

Barbossa tosses the pistol -- high over Jack's head. It splashes 
into the sea. Jack goes wide-eyed, then DIVES in after it --

141. 	EXT. CARIBBEAN SEA - UNDERWATER - DAY

The pistol FLOATS DOWN onto some coral. Jack's hands appear. He 
grabs the pistol, pushes for the surface --

141A	EXT. ISLET - BEACH - DAY

A wave pounds the sand, washes back ... Jack and Elizabeth have 
made it to the beach. They stand. Jack looks back out to sea:

The Black Pearl, under full sail, but listing badly to one side, 
moves away.

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

142 OMITTED -DELETED SCENE:

CLOSE ON: The surf line. Elizabeth's feet walking, leaving 
prints ... and meet up her own footprints going away.

JACK (O.S.)
It's really not all that big,
is it?

Jack reclines on the beach. The pistol in parts, drying on his 
scarf. He starts to reassemble it.

ELIZABETH
If You going to shoot me, please 
do so without delay.

JACK
Is there a problem between us,
Miss Swann?

ELIZABETH
You were going to tell Barbossa 
about Will in exchange for a ship!


JACK
We could use a ship. The fact is, 
I was going to NOT tell Barbossa 
about bloody Will in exchange for
a ship, because as long as he 
didn't know about bloody Will, 
I had something to bargain with – 
which now no one has, thanks to
bloody stupid Will.

ELIZABETH
Oh.

JACK
Oh.

Pistol reassembled, Jack heads inland. Elizabeth follows.

ELIZABETH 
He still risked his life to save ours --

JACK
Ha!

ELIZABETH (CONT'D) 
So we have to do something to 
rescue him!

JACK 
Off you go, then. Let me know 
how that turns out.

143 	EXT. ISLET - BEACH - DAY

Jack moves towards a clump of palm trees. Elizabeth 
follows.

ELIZABETH 
But you were marooned on this island
before -- weren't you? So we can 
escape in the same way you did then!

JACK
  (whirls to face her) 
To what point and purpose, young
missy? The Black Pearl is gone. 
And unless you have a rudder and
a lot of sails hidden in that bodice...
  (a glance) 
...unlikely -- young Mr. Turner will
be dead long before you can reach him.

Jack turns, spots a tree, walks up next to it. Using the tree
as a starting point, he begins pacing off the ground.

ELIZABETH
But you're Captain Jack Sparrow!
You vanished from under the eyes 
of seven agents of the East India
Company! You sacked Nassau port 
without even firing a shot! Are you
the pirate I've read about or not?

Jack stops at a sandy spot in the ground. He jumps up and down 
a couple of times, satisfied he's at the right spot.

ELIZABETH (CONT'D)
How did you escape last time?

JACK
Last time... I was here a grand 
total of three days. All right?
Last time... 

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 (CONT'D)
...the rumrunners who used this
island as a cache came by, and 
I was able to barter passage off.

He jumps into the pit and disappears into the tunnel.

JACK (CONT'D)
From the looks of things, they've
long been out of business.

He grabs some bottles and makes his way out of the pit.

JACK (CONT'D)
Probably have your bloody friend 
Norrington to thank for that.

He climbs out of the pit and heads past Elizabeth for the beach.

ELIZABETH 
So that's it, then? That's the secret 
grand adventure of the infamous 
Jack Sparrow? You spent three days
lying on the beach drinking rum?

JACK
  (turns to her, arms wide)
Welcome to the Caribbean, love.

DELETED SCENE

He heads on. She gets in front of him, walking backwards.

ELIZABETH 
So! Is there any truth to the other
stories?

JACK 
Truth?
 	 (He pulls up his sleeves and shows
  his scars) 
No truth at all! We'll stay alive a 
month, maybe more. Keep a weather eye
open for passing ships, and our 
chances are fair.

Even he doesn't believe that; maybe another drink will help.

ELIZABETH 
And what about Will? We have to
do something!

JACK 
You're absolutely right.
  (tosses her a bottle, toasts)
Here's luck to you, Will Turner!

He drinks. Elizabeth frowns at the bottle. An idea occurs. 
She sits down, glances at Jack, then sings softly:

ELIZABETH 
Drink up me hearties, yo ho ...

JACK 
What was that, Elizabeth?

ELIZABETH 
It's Miss Swann. Nothing. Just a song
I learned as a child when I actually
thought it would be exciting to meet
a pirate.

JACK
Let's hear it.

ELIZABETH 
No.

JACK
Come on. We've got the time. 
Let's have it!

ELIZABETH 
No. I 'd have to have a lot
more to drink.

JACK
How much more?

He smiles at her and takes a swig.

144 	EXT. ISLET – BEACH – LATER – NIGHT

A fire BLAZES. Jack and Elizabeth, bottles in hand, are 
roaring drunk, arm in arm, singing the song all the way up 
to the stars –-

JACK/ELIZABETH 
We're devils, we're black sheep,
we're really bad eggs. Drink up 
me hearties, yo ho. Yo ho, yo ho,
a pirate's life for me! 

JACK
I LOVE this song. Really bad eggs! 

A very drunk Jack stumbles and falls on the beach. Elizabeth 
falls next to him.

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

ELIZABETH 
And you'll be positively the most
fearsome pirates in the Spanish Main.

JACK
Not just the Spanish Main, love. 
The entire ocean ... the entire world.
Wherever we want to go, we go. That's 
what a ship is, you know.  It's 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 really terrible 
for you to be trapped on this island.

JACK 
Ah, yes...but the company is
infinitely better than last time, 
and the scenery has definitely improved.

Elizabeth reacts to Jack's hand suddenly on her shoulder. 
She moves away.

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

JACK 
I know exactly what you mean, love.

Elizabeth shrugs with a sleight -- but promising -- smile. Jack 
smiles back, sprucing himself up with a twist of the moustache. 
Elizabeth raises  her almost empty  bottle.

ELIZABETH
To freedom!

JACK
To the Black Pearl!

They tap bottles. Elizabeth feigns a drink as he chugs – 
Jack falls back onto the beach, passed out.

145 	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, looks over –

all of the casks from the pit are ON FIRE: smoke rises high 
up into the clear blue sky.

Jack leaps to his feet. He sees Elizabeth toss another keg on 
the fire. She ducks as there is a small explosion, then 
continues on, tossing on another keg – it BURNS merrily.

Jack can't believe his eyes.

JACK
No! Not good! Stop! Not good!
What are you doing? You've burned
all the food, the shade –- the rum!

ELIZABETH 
Yes, the rum is gone.

She wipes her hands. A rum barrel in the fire EXPLODES.

JACK 
Why's the rum gone?

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

She points to the sky.

ELIZABETH (CONT'D) 
That signal is over a thousand feet
high. The entire Royal Navy is out 
looking for me -- do you really think
that there's even the slightest chance
that they won't see it?

JACK 
But why's the rum gone?

ELIZABETH 
Just wait, Captain Sparrow. You give
it one hour, maybe two, keep a 
'weather eye open' and you will 
see white sails on that horizon!

She sits down and stares out to sea. Jack pulls out his pistol, 
controlling his urge to shoot her. He then puts his weapon away 
and stalks up the beach, just to get away from her.

146 	EXT. ISLET – LEEWARD SHORE – DAY

Jack walks along a dune, talking to himself.

JACK
  (imitating Elizabeth)
Must have been terrible for you
to be trapped here, Jack...
must have been terrible for you...
  (yelling back in her direction)
Well, it BLOODY is now!!

At the crest of the dune, Jack stops, stares, incredulous –-

Past Jack, white sails glorious against turquoise waters, is the 
Dauntless. A longboat is headed toward them.

JACK
There'll be no living with her 
after this.

147 	EXT. H.M.S. DAUNTLESS – MAIN DECK – DAY

Swann addresses a very determined Elizabeth. Norrington and Jack 
look on. Gillette, Murtogg, Mullroy, others in b.g.


ELIZABETH
But we've got to save Will!

SWANN
NO! You're safe now. We will return
to Port Royal immediately -– not go
gallivanting after pirates.

ELIZABETH 
Then we condemn him to death!

SWANN
The boy's fate is regrettable ... 
But then, so is his decision to 
engage in piracy.

ELIZABETH 
To rescue me! To prevent anything
from happening to me!

Norrington reacts, re-considering Will's motive. Jack notices, 
sees an opening, plays devil on Norrington's shoulder.

JACK
If I may be so bold as to inject
my professional opinion. ...The Pearl
was listing near to scuppers after the
battle. It's very unlikely she'll be 
able to make good time. Think about it.
The Black Pearl ... the last real 
pirate threat in the Caribbean, mate. 
How can you pass that up, right?

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

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

That takes everyone by surprise, even Jack. Norrington keeps 
his eyes on Elizabeth, weighing her words.

SWANN
Elizabeth ... are you accepting the
Commodore's proposal?

ELIZABETH
I am.

JACK
A wedding! I love weddings! Drinks
all around!
  (off Norrington's look)
I know. "Clap him in irons", right?

NORRINGTON 
Mister Sparrow. You will accompany
these fine men to the helm and provide
us with a bearing to Isla de Muerta.
You will then spend the rest of the
voyage contemplating all possible 
meanings of the phrase 'silent as
the grave.' Do I make myself clear?

Jack gets it: Norrington is deadly serious.

JACK
Inescapably clear.

Murtogg and Mullroy escort Jack away. 

DELETED SCENE

Norrington crosses toward Elizabeth --

SWANN
Commodore, I must question the 
wisdom of this.

NORRINGTON
With all due respect, Governor ... 
  (checks himself; continues) 
Mr. Turner is a subject of the 
British crown, and therefore under
my protection.

Swann doesn't like it, but he knows it's right.

SWANN
Rightly so. 
  (an entreaty)
Take care of her.

Norrington nods. Swann moves away.

NORRINGTON
Elizabeth -- Miss Swann. I find myself ...
worried that your answer is perhaps ... 
less than sincere.

ELIZABETH
I would not give my word lightly.

NORRINGTON
I know. But is it wrong for me to 
wish it given unconditionally?

ELIZABETH
It is not a condition. It is a
request. Your answer would not 
change mine. You are a fine man ...
James.

For a brief moment, Norrington breaks into a wide, boyish smile. 
His military bearing reasserts itself, but only just.

NORRINGTON
Well. Very well. Excellent.

148 	INT. THE BLACK PEARL - BRIG - NIGHT 

Pintel and Ragetti mop tar onto the interior of the hull. A few 
inches of water still stand in the brig. Jack's crew are crowded 
into Jack's cell (now repaired) -- including Cotton and his 
parrot.

COTTON'S PARROT 
Shiver me timbers!

Gibbs helpfully translates:

GIBBS 
Cotton here says you missed bit.

Pintel slaps his mop against the cell. Gibbs takes the hint. 
Will is alone in the other cell, watching the pirates.

WILL
  (suddenly, to Pintel) 
You knew William Turner?

Any excuse not to work. Pintel leans on his mop.

PINTEL 
Ol' Bootstrap Bill. We knew him.

Ragetti keeps working.

Will frowns; Pintel explains:

PINTEL 
Never sat well with Bootstrap,
what we did to Jack Sparrow. The
mutiny and all. He said it wasn't
right with the Code. That's why he
sent off a piece of the treasure –-
to you, as it were. He said we 
deserved to be cursed, and remain
cursed.

Will never suspected this. He furrows his, brow, only half-
­listening now, as he considers his father in a new light.

RAGETTI 
Stupid blighter.

GIBBS 
Good man.

Pintel looks over at Gibbs, then continues.

PINTEL 
Well, as you can imagine, that didn't
sit too well with the Captain.

RAGETTI
That didn't sit too well with the 
Captain at all. Tell 'im what
Barbossa did!

PINTEL 
I'm telling the story! So what the
Captain did, he strapped a cannon to
Bootstrap's bootstraps, and last we
saw of Ol' Bill Turner, he was sinking
to the crushing black oblivion of 
Davy Jones' locker.

The Crew all look a bit sick at the idea of it.

PINTEL (CONT'D) 
'Course, it was only after that we
learned we needed his blood to lift
the curse.

RAGETTI 
That's what you call 'ironic.'

The pair glance at each other and laugh, gallows humor. Barbossa 
appears behind Pintel, flanked by several other pirates. He 
regards Will for a moment, then:

BARBOSSA
  (throws the keys to Ragetti)
Bring him.

EXT. H.M.S. DAUNTLESS - MAIN DECK – EVENING - DELETED SCENE

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

ELIZABETH 
You didn't tell him about the curse.
JACK 
I noticed neither did you. For the 
same reason, I imagine.

ELIZABETH
He wouldn't have risked it.

JACK
You could have gotten him drunk.
  (off her look; reassuring)
Don't get me wrong, love. I admire
a person who's willing to do 
whatever's necessary.

ELIZABETH
You're a smart man, Jack ... but
I don't entirely trust you.

JACK 
  (walks up to her – gestures
  	 to himself and Elizabeth)
Peas in a pod, darling.

Norrington strides up. Elizabeth and Jack step back.  
Norrington tosses Jack his compass.

NORRINGTON 
With me, Sparrow.

Jack gives Elizabeth a brief backwards glance and he's gone.

150 	EXT. ISLA DE MUERTA - LAGOON - NIGHT

THROUGH A SPYGLASS: The Black Pearl. Apparently abandoned.

Norrington lowers the spyglass. He and Jack share a long boat 
with the other soldiers.

NORRINGTON
I don't care for the situation. Any
attempt to storm the cave could turn 
into an ambush. 

JACK 
Not if you're the one doing the 
ambushing. I go in, I convince 
Barbossa to send his men out with
their little boats --- You and your
mates return to the Dauntless and 
blast the bejesus out of them with
your little cannons, eh. What do 
you have to lose?


NORRINGTON
  (removes Jack's arm from his shoulder)
Nothing I'd lament being rid of.



JACK 
Now, to be quite honest with you, 
there's still a slight risk to 
those aboard the Dauntless, which
includes the future Mrs. Commodore.

He watches Norrington as he considers that --

151 	INT. DAUNTLESS - CABIN - NIGHT

Elizabeth struggles as she is hustled inside by Gillette 
and two marines.

GILLETTE 
Sorry, but it's for your own safety!

ELIZABETH
I don't care what the Commodore 
ordered! I have to tell him – the
pirates -- they're cursed! They can't
be killed!

GILLETTE
  (feigned concern)
Don't worry miss, he's already 
informed of that. A little mermaid
flopped up on deck and told him 
the whole story.

Snickering with the marines, he shuts the door. Elizabeth 
turns away, angry.

ELIZABETH
This is Jack Sparrow's doing.

152 	EXT. ISLA DE MUERTA - NIGHT

Jack smiles as he rows a small boat away from the Dauntless.

153 	OMITTED

154 	INT. CAVERN - BEACH - NIGHT

Lit by torches and shafts of moonlight. PIRATES move through 
the caves -- climbing over rocks and through water, toward the 
center. An air of grim anticipation. Barbossa leads the way, 
tossing an apple. 

Will, hands bound behind his back, is shoved along.

PINTEL 
No reason to fret. Just a prick of 
the finger. A few drops of blood.

TWIGG
  (moving past) 
No mistakes this time. He's only
half Turner. We spill it all.

Pintel finds a good amount of delight in this.

PINTEL
I guess there is reason to fret.

INT. CAVERNS - MAIN CAVERN - NIGHT

In the center of the cavern, Will is pushed close to the stone 
chest by Koehler and Twigg, then shoved to his knees. Koehler 
pushes Will's head forward directly over the chest, the 
medallion hanging below his throat. Barbossa takes the stone 
knife from atop the chest of gold. He thumbs the blade: sharp 
enough.

JACK 
Excuse me. Pardon me. Beg pardon.

BARBOSSA 
Begun by blood... by blood un...

Jack emerges from the crowd of pirates. Barbossa stares.

WILL
Jack!

BARBOSSA
It's not possible.

JACK
  (correcting him)
Not probable.

WILL 
Where's Elizabeth?!

JACK 
She's safe, just like I promised.
She's all set to marry Norrington
just like she promised. 
  (brightly) 
And you get to die for her, just like
you promised. So we're all men of our
word really, except for Elizabeth, who
is in fact...a woman.

Pirates surround Jack; Barbossa points a knife at him --

BARBOSSA 
Shut up ! You're next!

He again puts the knife to Will's throat --

JACK
You don't want to be doing that,
mate.

Barbossa glances back at him.

BARBOSSA
No, I really think I do.

JACK
  (shrugs)
Your funeral. 

Barbossa presses the blade to Will's throat -- he wants to do it 
-- goddammit! He whirls back on Jack.

BARBOSSA 
Why don't I want to do it?

JACK 
Well, because...

Jack shrugs away from the pirates. He steps forward --

JACK 
Because the H.M.S. Dauntless, pride
of the Royal Navy, is floating just
off shore, waiting for you.

Barbossa hesitates, the pirates react,

156A	OMITTED
156B	OMITTED 
156C	OMITTED 
156D	OMITTED
156E	OMITTED
156F	OMITTED
156G	OMITTED
156H	OMITTED
156I	OMITTED

157 	EXT. ISLA DE MUERTA - CAVE ENTRANCE - NIGHT 

Seven long boats full of marines are positioned on either side 
of the cave mouth. Murtogg and Mullroy are in Norrington's boat, 
directly behind him.

MURTOGG
  (a whisper)
What we doing here?

MULLROY
  (whispers back) 
The pirates come out, unprepared 
and unawares -- we catch 'em in a
crossfire and send 'em to see Ol' Hob.

MURTOGG 
I know why we're here ... I meant, why
aren't we doing what it was... what 
Mr. Sparrow said we should do? With 
the cannons and all?

NORRINGTON
Because it was Mr. Sparrow who said it.

A beat.

MULLROY 
You think he wasn't telling the truth?

158 	INT. CAVERNS - MAIN CAVE - NIGHT

Barbossa listens as Jack argues his case:

JACK 
Just hear me out, mate. You order 
your men to row out to the Dauntless,
they do what they do best. Robert's 
your uncle, Fannie's your aunt, there
you are with two ships. The makings 
of your very own fleet. Of course, 
you'll take the grandest as your 
flagship, and who's to argue? But 
what of the Pearl?

Jack smiles and spreads his hands: me. As he talks, he strolls 
toward Will and the chest.

JACK (CONT'D) 
Name me Captain. I'll sail under your
colors, I'll give you ten percent of 
me plunder, and you get to introduce
yourself  as 'Commodore Barbossa.' 
Savvy?

BARBOSSA 
  (re: Will) 
And I suppose in exchange, you want
me not to kill the whelp?

JACK
No, no no, not at all. By all means,
kill the whelp.  Just not yet. Wait to
lift the curse...
  (Jack looks Will in the eye)
until the opportune moment.

Will looks up at him, scowling: he recognizes the familiar 
phrase. Barbossa looks from Jack to Will suspiciously. Jack 
continues:

JACK (CONT'D)
For instance:

Jack scoops up some of the Aztec coins.

			JACK
After you've killed Norrington's 
men ...
  (drops the coins into the chest,
   punctuating his words) 

Every ... Last ... One.

It's only Will who sees Jack palm one of the Aztec coins. 
Barbossa gives the proposal some thought.

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

JACK
Yeah.

BARBOSSA
I want fifty per cent of your 
plunder.

JACK
Fifteen.

BARBOSSA
Forty.

JACK
Twenty-five, and I'll buy you the
hat. A really big one, Commodore.

BARBOSSA
  (smiles)
We have an accord.

He and Jack approach ... and shake hands. Jack turns toward 
the pirates, says in grand fashion:

JACK
All hands -- to the boats!

Barbossa shoots him a glare.

JACK
  (off Barbossa's look)
Apologies, you give the orders.

He indicates 'Please, go ahead.' Barbossa steps forward as Jack 
grins, knowing that Barbossa is going to repeat what he said --

BARBOSSA
Gents -- take a walk!

Jack's grin vanishes.

JACK
Not to the boats?

Barbossa's turn to grin as the pirates leave the cavern --

158A	INT. CAVERNS - LANDING - DAY 

Pirates head toward the boats, and then past them. Pintel and 
Ragetti are among them -- suddenly, Bo'sun snaps across their 
chests, stopping them: A PARASOL. Bo'sun smiles.

A159	EXT. DAUNTLESS - NIGHT 

The moon appears from behind the clouds.

15	EXT. ISLA DE MUERTA - UNDERWATER - NIGHT 

Moonlight shines down into the shallow waters. Suddenly all the 
fish SCATTER.

Distant FIGURES appear, wavering in the shifting current. They 
move into the shadow of the Dauntless' keel. It's the PIRATES, 
walking across the ocean floor.

The first figure, Koehler, steps from the shadow into water-
­filter moonlight, transforming to SKELETAL –

162 	EXT. ISLA DE MUERTA - CAVE ENTRANCE - NIGHT 

Gentle SPLASHING echoes from the cave mouth. The marines in the 
longboats on either side raise their rifles –

A BOAT EMERGES -- Norrington's men stare --

In the boat are two WOMEN -- Pintel and Ragetti in drag. A PARASOL shades them from the moon.

Well, that's weird. Norrington signals his men --

NORRINGTON
Hold Fire.

163 EXT. ISLA DE MUERTA - CAVE ENTRANCE - PINTEL & RAGETTI 

Pintel and Ragetti row past, toward the Dauntless. Ragetti fans 
himself.

RAGETTI 
This is just like what the Greeks
done at Troy. 'Cept they was in a
horse n'stead of dresses. Wooden
horse.

Pintel glowers at him to shut up, glances over his shoulder 
toward the Dauntless --

160 EXT. DAUNTLESS - NIGHT 

Twigg breaks the surface near the Dauntless, climbs the anchor. 
More skeleton-pirates follow --

155B	EXT. DAUNTLESS - MAIN DECK - NIGHT

Swann approaches the door, nods to the guard. 

SWANN
A moment, please?

The guard departs. Swann KNOCKS lightly on the door.

SWANN
Elizabeth?

He waits for an answer. None comes. He sighs.

SWANN (CONT'D)
I just want you to know .. I believe
you made a very good decision today
...Couldn't be more proud of you. 
But, you know, even a good decision,
if made for the wrong reasons ...
could be a wrong decision. 

155 	INT. DAUNTLESS - CAPTAIN'S CABIN - NIGHT

Elizabeth stands before the stern window, her back to us. 
She looks over her shoulder at the door --


160	EXT. DAUNTLESS - NIGHT 

Twigg peeks over the rail onto the deck of the Dauntless. A few 
lone sentries patrol. 

164	EXT. DAUNTLESS - NIGHT 

One of the crewmen spots something in the water.

CREWMAN
Lieutenant?

Gillette looks through a telescope; he and the crew of the Dauntless are transfixed and puzzled at the bizarre sight.
Pintel and Ragetti rowing toward them. Ragetti waves.

RAGETTI
Yoo-hoo.

EXT. DAUNTLESS - RAIL - NIGHT 

Twigg gestures down to his comrades to follow him. Twigg and all 
the other pirates begin climbing onto the deck of the Dauntless.

159A	INT. DAUNTLESS - MAIN DECK - NIGHT 

Swann is still at the door. He misinterprets the silence. 

SWANN 
Elizabeth -- are you there? 
  (no response)
Elizabeth, are you even listening
to me?

Swann moves to open the door and enter.

155C	EXT. DAUNTLESS - LAGOON - NIGHT

Several knotted bed sheets hang from the captain's cabin window. 
Below, Elizabeth rows through the water, the Dauntless receding 
behind her. She looks over her shoulder --

160	EXT. DAUNTLESS - RAIL - NIGHT 

Koehler sneaks up behind the first Sentry and slits his throat. 
Bo'sun strangles another sentry, he falls to the deck. The 
pirates advance towards the stern of the ship.

159A	EXT. DAUNTLESS - CAPTAIN'S CABIN - NIGHT

Inside the Captain's cabin Swann appears at the open window and 
sees the knotted sheets. Glances out, glances up, looks out at 
the black sea --

SWANN 
Oh ...What have you done?

163A	EXT. LAGOON - NEAR DAUNTLESS - NIGHT 

Pintel and Ragetti near the Dauntless, parasols protecting them 
from the moonlight. They've been spotted.

Ragetti waves and 'yoo-hoos' up to the ship: Pintel is livid.

PINTEL 
Stop that! I already feel like
a fool.

RAGETTI 
Look nice, though.

Pintel takes offense at that -

161 	OMITTED

165 	THROUGH THE TELESCOPE 

Pintel SLUGS Ragetti --

166 	IN THE BOAT 

Pintel drops his parasol, throttles Ragetti, who also drops his 
parasol, and the two are revealed as SKELETONS --

167 	ON THE DAUNTLESS 

Gillette gasps at the sight --

168	IN THE BOAT 

Pintel realizes they're exposed; he pulls a pistol, FIRES --

169 	EXT. DAUNTLESS - DECK - NIGHT 

Gillette's hat is knocked off by the shot, he looks back ­too 
late --

SKELETON PIRATES ATTACK!

They drop down from the rigging like spiders.

Swords clash, pistols are drawn --

169A	INT. DAUNTLESS - CAPTAIN'S CABIN - NIGHT 

Swann, despondent, opens the door -- A body plummets to the deck 
in front of him.

Marines and sailors vs. Skeletal pirates -- melee!

Swann shuts the door gently, trying to go unnoticed.

159J	INT. ISLA DE MUERTA - CAVES - MAIN CAVERN - NIGHT 

Jack examines the pirate treasure; Barbossa fixes him with an 
appraising look.

BARBOSSA 
I must admit, Jack: I thought I had
you figured. But turns out, you're 
a hard man to predict.

JACK
  (shakes his head: "nah.") 
Me? I'm dishonest. And a dishonest
man you can always trust to be dishonest.
Honestly! It's the honest ones you 
want to watch out for. Because you can
never predict when they're going to do
something incredibly... stupid.

Jack moves near a pirate examining some of the treasure. In one 
quick move, Jack pulls the sword from the pirate's scabbard, 
kicks him into the water and flips the sword up -- to Will. 
Despite his surprise, Will catches it (behind his back, his 
hands still bound) and knocks the pirate guarding him into the 
water.

Jack pulls out his own sword.  Barbossa looks from Jack to Will, 
not quite registering what is taking place. He scrambles to his 
feet, pulls out his sword and ...

Jack and Barbossa square off; Jacoby slashes at Will, who turns 
and parries so that his hands are freed by the cut. The other 
two pirates attack him; he fights back --

171 	INT. ISLA DE MUERTA - CAVES - MAIN CAVERN - NIGHT 

Will hold off three pirates -- 

Jack and Barbossa duel furiously; They cross swords and come 
face to face…

BARBOSSA
  (to Jack)
You're off the edge of the map, mate.
Here there be monsters!

159B	EXT. BLACK PEARL - NIGHT 

Elizabeth jumps from the tiny rowboat to Black Pearl. Climbs up, 
toward the gun port. She can hear voices --

159C	INT. BLACK PEARL - GUN DECK - NIGHT 

Two Pirates, MALLOT and GRAPPLE, set out a feast: wine and rum, 
jerky, cakes, apples, biscuits.

MALLOT
What would you pick to eat first?
We should decide now, so we're ready,
when the time comes.

Elizabeth continues to climb up.

DELETED SCENE

GRAPPLE
I was thinking ... Cake.

MALLOT
  	(with menace)
I was thinking cake too.

They stare at each other. Lightning quick, Grapple slams a knife 
into the table between them, his hand going skeletal in the 
moonlight. A tense moment.

Then Grapple leans the handle of the knife toward Mallot.

GRAPPLE
You cut, I choose.

Mallot gives a single sharp nod. Elizabeth climbs past as Mallot 
reaches for the knife --

159D	EXT. BLACK PEARL - DECK - NIGHT 

Elizabeth climbs over the gunwale. Sneaks along the deck. 
Suddenly -- THE SKELETAL MONKEY DROPS DOWN, screeching! 
Elizabeth starts slightly, but is mostly annoyed --

159E	INT. BLACK PEARL - GUN DECK - NIGHT 

Mallot & Grapple are still focused on their mock feast; the 
Monkey SCREECHES as it drops onto a cannon with a CLANG! The 
monkey remains on the barrel of the cannon for a beat.

GRAPPLE
What was that?

They turn and look out the gun port.  They see the dazed monkey 
sitting on the cannon, then it slides off and plummets down to 
the water. A SPLASH follows.

159F	EXT. BLACK PEARL - DECK - NIGHT 

Elizabeth looks over gunwale -- two pirate heads stick out, 
looking down at the splash. They turn to look up, but she is 
gone from view. The pirates draw back inside to give chase --

159G	INT. BLACK PEARL - GANGWAY - NIGHT 

Elizabeth races down stairs, hides: Pirates race past, headed up to the deck.

159H	INT. BLACK PEARL - BRIG - NIGHT (THIS IS THE OLD 156G) 

Jack's crew, waiting in the dark. Gibbs tilts his head.

GIBBS
Shh!

Gibbs looks out from the cell, spots --

GIBBS
It's Elizabeth!

173	INT. DAUNTLESS - GUN DECK - NIGHT

Pintel and Ragetti climb onto the ship through a gun port as …

ON DECK

Other pirates swarm the deck, taking on the sailors. A wounded 
crewman RINGS the bell.

170	EXT. ISLA DE MUERTA - CAVE ENTRANCE - NIGHT 

The bell has alerted Norrington.

NORRINGTON
Make for the ship! Move!

Quickly, his men are rowing for the Dauntless --

INT. DAUNTLESS - GUN DECK - NIGHT

A pirate hears the bell, sees the crewman and runs him through 
with his sword. The bell STOPS clanging.

NORRINGTON

And his men continue to make their way toward the Dauntless.

173B	INT. DAUNTLESS - GUN DECK - NIGHT 

Pintel, Ragetti, and other pirates fire a cannon at Norrington 
and his men.

174	EXT. ISLA DE MUERTA – LAGOON - NIGHT 

The cannons BOOM! Near Norrington, one of the longboats is blown 
out of the water.

172	OMITTED

173A	INT. DAUNTLESS – CAPTAIN'S CABIN – NIGHT

Swann peers out the glass window at the mayhem on the deck. 

Swann drops down below the window -- he peeks up again as a face 
of a dead marine slams on the glass right next to him. 

Swann looks up and sees a pirate looking at him. Swann cowers 
and begins backing away below the window. Pirate hands reach 
through the windows, grabbing at him. One of the pirate hands 
grabs Swann's wig and pulls it off his head. Swann refuses to 
let it go and has a tug-of-war with the pirate over his wig. 
Swann grabs a bull horn off the table behind him and whacks at 
the skeleton arm, which falls off on the floor. 

171 	INT. ISLA DE MUERTA - CAVES - MAIN CAVERN - NIGHT 

Barbossa and Jack continue their swordfight. Barbossa drives 
Jack to the ground. Barbossa drops his sword, sticks out his 
chest.

BARBOSSA 
You can't beat me, Jack.

Jack thrusts his sword into Barbossa. It has no effect.  
Barbossa looks up, sighs -- then removes the sword –-

-- and drives the sword into Jack's chest.

Jack stares down at the sword jutting from his chest. He 
staggers a few steps backward, into the moonlight -- and JACK 
BECOMES SKELETAL.

JACK
That's  interesting.

Skeleton Jack looks at his hands. In one is an Aztec coin.

WILL

Finishes off a pirate and turns to see

JACK

A skeleton. Jack turns to Barbossa.

JACK (CONT'D) 
Couldn't resist, mate.

Jack pulls the sword from his chest. Barbossa grabs some coins, 
throws them at Jack as he takes up his sword, and rushes him. 
Both men are in the moonlight now, two skeletons in pitched 
battle --

WILL

Turn his attention to Jacoby, who attacks him.

Jack kicks Barbossa to the ground. He rolls downward, gets up in 
time to find Jack upon him.

170 	EXT. ISLA DE MUERTA - CAVE ENTRANCE - NIGHT 

The Dauntless' cannons continue to fire at Norrington and his 
men.

173A	INT. DAUNTLESS – CAPTAIN'S CABIN – NIGHT

Swann scrambles away from the arm as it crawls after him. He 
stands and watches the arm in horror and then grabs a map off 
the table and begins beating the skeleton arm. He then picks it 
up and struggles with it, turns and shoves it in a bureau 
drawer. He backs up against the chest as it rattles, the arm 
struggles to get out. 

189	INT. ISLA DE MUERTA - CAVES - MAIN CAVERN - NIGHT 

Will continues his battle, now with two pirates. He gets between 
them. Just as both pirates thrust their swords at him, Will 
jumps out of the way and runs and the pirates wind up sticking 
their swords in each other. A beat, as they look at each other, 
then they remove the swords from their chests and chase after 
Will passing --

JACK AND BARBOSSA

Still fighting it out.

Barbossa and Jack duel in and out of the moonlight.

BARBOSSA 
So what now, Jack Sparrow? Are we to
be two immortals, locked in an epic 
battle 'til Judgment Day and trumpets
sound? Hmmm?

JACK
Or you could surrender.

Barbossa smiles -- not likely -- and attacks --

159B	EXT. BLACK PEARL - MAIN DECK - NIGHT 

Mallot and Grapple sneak along, wary, listening ... searching. 
The pirates whirl at a sound just as -- BOOM! They're hit by a 
lifeboat and swept off into the water.

The lifeboat was shoved by Gibbs, AnaMaria, Cotton, Elizabeth, 
and the rest of the crew. The Black Pearl is theirs. Elizabeth 
grabs the gunwale of the boat --

ELIZABETH 
All of you! With me! Will is in that
cave, and we must save him. Ready 
and...Heave!

The boat doesn't budge. The help she was expecting is not 
forthcoming. She turns. The crew is looking at her, not moving.

ELIZABETH (CONT'D)
		Please, I need your help! Come on!

COTTON'S PARROT 
Any port! In a storm!

GIBBS
Cotton is right. We've got the Pearl.

ELIZABETH
What about Jack? You just going to 
leave him?

SMALL PIRATE
Jack owes us a ship.

GIBBS 
And there's the code to consider ...

ELIZABETH 
The code? You're pirates! Hang the
code! And hang the rules! They're
more like guidelines, anyway!

Gibbs looks away -- he knows that, but ...

EXT. ROW BOAT - LAGOON - NIGHT 

Elizabeth is alone in a rowboat, the Black Pearl, behind her 
under sail and moving away.

ELIZABETH
  	(rowing hard for the island)
Bloody pirates ...

175 	EXT. ISLA DE MUERTA - CAVE ENTRANCE - NIGHT

Elizabeth rows hard into the cave.

176	INT. DAUNTLESS - DECK - NIGHT 

The fight aboard the Dauntless continues. Pintel and Ragetti 
make their way on deck, killing as they go. Ragetti notices; 
eyes fixed on the ship as it sails past.

RAGETTI
Is it supposed to be doing that?

Pintel looks where Ragetti is looking, registers what's 
happening:

PINTEL
  (hurt, indignant)
They're stealing our ship!

Ragetti gripped with rage. He spits out:

RAGETTI
Bloody pirates!

177 	OMITTED 
178 	OMITTED 
179 	OMITTED 
180 	OMITTED 
181 	OMITTED 
182 	OMITTED 
183 	OMITTED 

183A	EXT. DAUNTLESS - NIGHT

Norrington's boats have arrived at the ship. 

NORRINGTON
Boarders away!

He and his men climb up the side.

183B	EXT. DAUNTLESS - DECK - NIGHT

The battle rages.

Norrington and his men arrive on the deck. The pirates notice 
their arrival and advance. Norrington shoots Koehler, but he 
keeps on coming.

PINTEL
Come on!

184	EXT. DAUNTLESS - DECK 

Officer Gillette stands up on a railing and swings a large block 
and tackle across the deck at the Bo'sun. Bo'sun sees it and 
dunks and then takes off after Gillette. The block and tackle 
swings back and hits Ragetti in the head. Ragetti's eye pops 
out. He chases it.

Murtogg and Mullroy finally make it up to the railing of the 
ship, react to the fighting. They shake hands, then climb on 
deck, letting out a battle scream.


185 	OMITTED 
186 	OMITTED 
187 	OMITTED 
188 	OMITTED 

189 	INT. ISLA DE MUERTA - CAVES - MAIN CAVERN - NIGHT 

A projectile -- thrown by Jacoby -- EXPLODES near Will --

JACK AND BARBOSSA

react to the explosion, look over at Will, and then continue 
their fight.

WILL

Will is thrown to the ground, loses his sword. He's at a 
disadvantage, trapped.

Jacoby laughs, raises his sword.

JACOBY
I'm gonna teach you the meaning of PAIN!

ELIZABETH (O.S.)
You like pain?

Jacoby turns. From out of the smoke ELIZABETH appears -- she 
swings a long gaffe, knocking Jacoby aside.

ELIZABETH (CONT'D)
Try wearing a corset.

She looks at Will, smiles. He grins back -- she pulls him up 
with the gaffe. Turning, Elizabeth notices Jack (skeletal) 
dueling with Barbossa. Her smile is gone.

ELIZABETH
Whose side is Jack on?

WILL
At the moment?

Elizabeth, nods ('with Jack; who can tell?') The two pirates 
attack; Will and Elizabeth dart away --

Jacoby recovers, prepares another bomb --

Will gets an idea. Moving between the pirates and parrying­ 
their blows, he helps Elizabeth thrust the gaffe, using it to 
hook all three pirates together, Jacoby in the middle.

Will grabs one of Jacoby's bombs and yanks it free, sparking the 
fuse. He shoves it up inside Jacoby's rib cage, and shoves all 
three out of the moonlight --

Jacoby clutches at his now-flesh chest -- no way to get to the 
lit bomb. 

Jacoby looks at Will, mouth agape -- SMOKE issues out --

JACOBY 
No fair!

Will grabs Elizabeth, dives away with her as the bomb EXPLODES.

Jacoby's and the other skeletal remains crashes down in a nearby 
pool of moonlight. 

Barbossa slashes at Jack, frustrated beyond measure. He drives 
Jack backwards. Jack takes the medallion he palmed, slices his 
hand with his sword so blood gets on it, then tosses it to Will.

As he fights, Barbossa notices Will's movement on the other side 
of the cave. 

He breaks off the fight, pulls his pistol. Aims it at Elizabeth. 
She registers her danger.

A shot ECHOES in the cavern --

Barbossa looks surprised, turns to Jack. He can't believe it. 
Jack, pistol raised and aimed, still smoking, has shot him. 

BARBOSSA
Ten years you carry that pistol,
and now you waste your shot?

WILL (O.S)
He didn't waste it.

Barbossa turns, sees Will standing over the Aztec chest, holding 
the knife, his left hand in a fist. He opens the fist –-

--both his and Jack's medallions drops from his hand, revealing 
the cut in his palm -- the bloody medallions LAND in the chest 
full of the rest of the medallions.

Barbossa looks down at his chest. Blood blossoms on his shirt 
around the bullet hole.

Jack lowers the pistol.


Barbossa stares at the blood ... Looks up at Jack, at Will, at 
Jack. Anger, dismay ... and even relief color Barbossa's 
features.

BARBOSSA 
I feel ... cold.

Barbossa collapses on his back. He looses the grip on the apple 
he held in his hand. He's dead.

190	 EXT. DAUNTLESS DECK - NIGHT 

CLOSE ON: Norrington, sword flashing, a THRUST finds its mark, 
and he pulls it back --

Koehler is surprised. He registers the pain and realizes he is 
flesh. He cries out and falls.

190A	INT. DAUNTLESS - CAPTAIN'S CABIN - NIGHT

The desk is no longer rattling. Swann puts a hand on the pull, 
hesitates -- then pulls the drawer open. His expression tells us 
everything we need to know about the state of the drawer's 
contents.

190	EXT. DAUNTLESS DECK - NIGHT 

Twigg, who has been fighting nearby, seen Koehler fall and looks 
in surprise at Norrington. He then looks up at the full moon and 
realizes what has happened. Norrington puts his sword to Twigg's throat. Twigg drops his weapon.
One by one the other pirates drop their weapons also.

Ragetti still chasing his eyeball manages to grab it and put it 
back in. He looks at Pintel who is standing with his hands in 
the air and then turns and looks down the barrel of a gun. The 
weapons are held by Murtogg and Mullroy.

PINTEL
Parley?

NORRINGTON
The ship is ours gentlemen.

The soldiers and sailors all cheer.

Swann peeks out of the cabin window and sees the battle is over. 
He comes out of the cabin and joins the cheers, congratulating 
marines.

191	INT – ISLA DE MUERTA - MAIN CAVERN - NIGHT 

Will moves to Elizabeth, standing past the water, watching. 
Their eyes meet.

They meet and embrace -- now is the time for the kiss ...

They gaze at each other ...

There is a crash; the SOUND of Jack gathering up pieces of 
treasure, including large gold object d'art.

Will and Elizabeth look at each other. The moment is broken. 
Back to the real world. Elizabeth averts her gaze.

ELIZABETH 
We should return to the Dauntless.

Will understands, nods sadly.

WILL. 
Your fiancé will be wanting to know
you're safe.

She looks up at him -- sees that he knows about the engagement. 
This time he cannot maintain eye contact.

Elizabeth turns, and heads out of the cave.

Jack, holding - and wearing - a lot of treasure nonchalantly 
strolls up beside Will.

JACK 
If you were waiting for the 
opportune moment ... That was it.

Will knows. Jack hoists a bag filled with swag onto his 
shoulder. As Jack moves off ...

JACK 
Now, if you'd be so kind, I'd be
much obliged if  you drop me at 
my ship ...

The camera STAYS on the chest of Aztec gold coins.

191A	EXT. ISLA DE MUERTA - LAGOON - NIGHT

Problem: The Black Pearl is not there. Jack scans the area. No 
good; it's gone. 

In the rowboat: Jack sits at the bow, facing forward; Will at 
the oars, facing backwards; Elizabeth in the stern, facing Will. 
Jack has a large sack filled with treasure.

ELIZABETH
I'm sorry, Jack.

JACK
They done what's right by them.
Can't expect more than that.

Will snaps him a look, then looks away, scowling as he decides: 
Goddammit, you can expect more than that.

192 	OMITTED

193 	EXT FORT CHARLES - DAY

A HANGMAN'S NOOSE. The sound of DRUMS.

Jack stands on a gallows, wrists bound. An EXECUTIONER checks 
the mechanism of the trap door with a sandbag. An OFFICIAL 
drones on recounting a list of Jack's crimes.

OFFICIAL
  	(reading)
Jack Sparrow … be it known that you
have been charged, tried and 
convicted...

Jack reacts.

JACK
 (to himself)
Captain ... Captain Jack Sparrow...

The parade ground is crowded. Swann stands beside Norrington 
and Elizabeth. All resolutely watch the proceedings.

OFFICIAL
...For your willful commission of 
crimes against the crown...Said crimes
being numerous in quantity and sinister
in nature ...

...The most aggrieves of which to be 
cited herewith ... Piracy... Smuggling...


Will makes his way through the crowd. He glances around the 
square, clearly watching for something.

ELIZABETH
  (eyes on Jack)
This is wrong.

Norrington does not respond. Swann speaks for him:

SWANN
Commodore Norrington is bound by the 
law. As are we all.

OFFICIAL
  (continuing)
... Impersonating a person of the Spanish
Royal Navy... Impersonating a cleric of
the Church of England...

Jack smiles at that accusation -- until he looks at the 
Executioner.

OFFICIAL
  (continuing)
... Sailing under false colors...
Arson...Kidnapping, looting, poaching...
pilfering... depravity... degradation...
and general lawlessness...

Will is getting impatient. Then he spots: COTTON'S PARROT. 
It lands on a flag pole held by Murtogg. Murtogg reacts as
the bird soils his coat. Murtogg looks up, sees the bird,  
surreptitiously tries to dislodge the bird.

That's the signal. Will heads into the crowd. 


OFFICIAL
  (continuing)
... and for these crimes, you have
been sentenced on this day to be 
hung by the neck until dead...
May God have mercy on your soul...

Will's route takes him past Swann, Norrington and Elizabeth. 
He pauses.

WILL
Governor Swann. Commodore.

They glance at him. Elizabeth does not.

WILL
Elizabeth.

She looks at him, surprised.

WILL
I should have told you every day
from the moment I met you...
  (just says it)
I love you.

Now she's shocked, as are Swann and Norrington. Will seems if 
he's going to say more -- but then nods, satisfied that he's 
said all that's necessary. He continues on his way.

Elizabeth looks after him: he's pushing through the crowd 
towards the gallows – 

-- where the noose is put around Jack's neck.

Elizabeth spots Cotton's Parrot. She puts it together.

Will throws open his cloak, puts a hand on his sword hilt --

Norrington moves past Elizabeth, staring at Will --

NORRINGTON
  (the beginning of an order)
Marines! --

Elizabeth suddenly staggers away from Norrington and Swann --


ELIZABETH
I can't breathe!

-- and FAINTS. Swann and Norrington react to her plight.

SWANN
Elizabeth!

The commotion has distracted the crowd: Will has a direct line 
of sight to the gallows --

WILL
  (to crowd)
MOVE!

The Executioner grips the release lever --

The DRUM roll ends. Will draws and throws his sword. The 
executioner pulls the lever. The trap door opens. Jack drops. 
Will's sword embeds in the door. Jack balances on it.

Swann fans Elizabeth. She sits up suddenly -- she was faking.

SWANN
What...?

Then Swann understands.

Will races up the steps of the gallows. Jack still balances, the 
sword bending, noose tightening. The Executioner slashes an axe 
at Will, knocking his sword away. Will ducks another swing, the 
axe inadvertently cutting Jack's rope.

Jack drops to the ground below the gallows.

Will knocks the Executioner off the gallows platform. The 
Executioner falls into the crowd on top of Norrington and his 
men.

Jack stands and slits the rope that binds his hands on the sword 
that is sticking in the trap door.

Jack races from under the gallows as Will leaps down.

Jack pulls off the noose, tosses one end of the rope to Will. 
They trip some Marines coming down the steps as they run up.

Will and Jack go left. Marines, led by Gillette, cut them off. 
They whirl right -- more Marines.

Rifles are brought to bear. They are cornered.

Norrington strides up, followed by Swann and Elizabeth. 

Norrington holds his sword on Will and Jack.

NORRINGTON
I thought we might have to endure
some ill-conceived manner of
escape attempt.
  (to Will)
But not from you.

SWANN
On our return to Port Royal I granted
you clemency, and this is how you 
thank me? By throwing in your lot 
with him? He is a pirate!

WILL
And a good man.
  (throws his sword aside)
If all I have achieved here is that
the hangman will earn two pairs of
boots instead of one ... So be it.
At least my conscience will be clear.

NORRINGTON
You forget your place, Turner.

Will pointedly glances down, back up; a small smile:

WILL
It's right here -- between you and Jack.

Elizabeth steps beside him.

ELIZABETH
As is mine.

SWANN
Elizabeth.

She links her hand in Will's. Norrington takes this in, 
realizing the deeper truth behind her actions.

SWANN
Lower your weapons! For goodness 
sake, put them down!

Norrington's glances from Elizabeth to Gillette, nods almost 
imperceptibly. Gillette gestures for the marines to lower their 
rifles. They do.

NORRINGTON
So this is where your heart truly
lies, then?

ELIZABETH
It is.

He looks at Will narrowly. Swann realizes what Norrington has 
already figured out. Elizabeth stands defiantly beside Will. A 
tense stand-off.

Jack is worried about the outcome -- and then he spots Cotton's 
Parrot. He smiles.

JACK
Well, I'm actually feeling rather
good about this. I think we've all
arrived at a very special place, eh?
Spiritually, ecumenically, 
grammatically ...
  (to Norrington)
I want you to know that I  was rooting 
for you, mate. Know that.
  (to Elizabeth)
Elizabeth, it would never have worked
between us, darling. I'm sorry.
  (to Will)
Will ...

He throws up his hands ('What's there to say?'). 

JACK
Nice hat.

With that Jack springs up the steps to the wall.

JACK
Friends! This is the day you will 
always remember as the day that you --

Jack slips, losing his balance and is gone -­-

193A EXT. PORT ROYAL - BAY - DAY

Jack plunges, turning his fall into a passable dive –- 
and hits the water.

193B	EXT. FORT CHARLES - PARAPET - DAY

Everyone rushes to look over the wall ---

193C	EXT. PORT ROYAL - BAY - WATER - DAY

Jack surfaces.

193D	EXT. FORT CHARLES - PARAPET - DAY

GILLETTE
Idiot. He's nowhere to go but
back to the noose.

Not quite -- a soldier yells ---

SOLDIER
Sail ho!

193E	EXT. PORT ROYAL - BAY - WATER - DAY

Sailing into view, sails full, getting its long overdue 
beauty shot is the Black Pearl.

Jack smiles at the sight.

193F	EXT. FORT CHARLES - PARAPET - DAY

Norrington watches the scene below.

GILLETTE
What's your plan of action? Sir?

Norrington does not respond, dealing with all the ramifications 
of the last few minutes.

193G	OMITTED

193H	EXT. FORT CHARLES - PARAPET - DAY

Swann recognizes his dilemma.

SWANN
Perhaps on the rare occasion when
pursuing the right course demands
an act of piracy, piracy itself 
can be the right course?

Norrington looks at him. He nods -- and then turns from the 
wall, to Will and Elizabeth.

NORRINGTON
Mister Turner.

Will starts toward him. Elizabeth grips his arm, concerned for 
his fate.

WILL
  (low, to Elizabeth)
I will accept the consequences
of my actions.

Elizabeth understands, admires that; she releases his arm. Will 
joins Norrington, who still holds the sword. A private moment 
between the two men.

NORRINGTON
This is a beautiful sword. I would 
expect the man who made it to show 
the same care and devotion in every
aspect of his life.

Will is surprised; then nods to Norrington: they understand each 
other.

WILL
Thank you.

Norrington turns away, start down the stairs.

GILLETTE
Commodore? What about Sparrow? 

NORRINGTON
  (smiles, anticipating)
Oh, I think we can afford to give
him one day's head start.

Gillette watches him go, confused. Then Gillette gets it.

ON THE PARAPET, Elizabeth and Will lock eyes, and then move 
together into each other's arms. At last --

SWANN
So this is the path you've chosen,
is it? After all, he is a blacksmith ...

ELIZABETH
No ...
  (smiles wide at Will)
He's a pirate.

Swann smiles, turns away to give them a bit of privacy.

Will smiles, turns and they KISS -- a kiss that makes up for 
everything ever held back between them --

193J	EXT. PORT ROYAL - MAST - DAY

Cotton, high atop the aft mast, throws a line --

193K	EXT. PORT ROYAL - BAY - WATER - DAY

In the water, Jack catches the line. 

GIBBS (O.S.)
Heave!

Jack is lifted up and around the fantail of the Black Pearl and 
onto the deck. He pauses, looks around him, taking it all in.


194 	OMITTED
194A OMITTED

194B EXT. BLACK PEARL - DAY

Jack looks up at Gibbs.

JACK
Thought you were supposed to keep 
to the code.

GIBBS
We figured they were more actual...
guidelines.

Gibbs smiles, offers Jack his hand and helps him to his feet. 

Jack takes his hat from Cotton, the parrot on Cotton's shoulder.

JACK
  (to Cotton)
Thank you.

Jack puts on the hat. Reveal AnaMaria standing at the wheel. She 
steps away, holds out Jack's coat, welcoming him aboard. As Jack 
shoulders into it...

ANAMARIA
Captain Sparrow ... the Black Pearl
is yours.

Jack runs a hand lovingly along the wheel. It feels good – 
right -- in his hands. Suddenly, he feels the eyes of the crew 
on him.

JACK
On deck, you scabrous dogs... Hands
to braces... Let go and haul to run free...

The crew scatters, obeying his commands.

JACK
  (to himself)
Now... Bring me that horizon...

He opens the compass, takes a reading, and adjusts the course.

Begins to hum to himself ...

			JACK
...and  really bad eggs... Drink up 
me hearties, yo ho ... 

Jack flips the compass closed and we --

CUT to BLACK as CREDITS ROLL…

195 	OMITTED

This scene appears as an Easter Egg at the end of the Credits

195 	INT. ISLA DE MUERTA - CAVERNS - MAIN CAVE - NIGHT

The MONKEY emerges from the water, near Barbossa's hat. A 
GRINDING SOUND, stone-on-stone, catches its attention; it looks 
up --

The Monkey climbs the treasure pile, to the chest. The lid is 
partially open. The Monkey grabs out a coin --

The Monkey SCREECHES as the moonlight turns it SKELETAL --



THE END



NOTE: Special thanks to Cathy P for sharing this transcript with me.







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