FADE IN:

EXT. CARIBBEAN SEA - DAY

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

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

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

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

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

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

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

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

Elizabeth stares wide-eyed at him.

NORRINGTON
Mr. Gibbs.

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

NORRINGTON (CONT'D)
That will do.

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

NORRINGTON
Consider them marked. On your
way.

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

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

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

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

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

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

NORRINGTON
My apologies, Governor.

ELIZABETH
Actually, I find it all fascinating.

SWAN

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

ELIZABETH
Yes, father.

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

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

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

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

ELIZABETH (CONT'D)
Look! A boy! In the water!

Norrington and Swann spot him --

NORRINGTON
Man overboard!

ELIZABETH
Boy overboard!

NORRINGTON
Fetch a hook! Haul him out of
there!

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

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

SWAN

Where did he come from?

GIBBS
Mary mother of God ...

Attention is turned away from the boy --

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

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

SWAN
What happened here?

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

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

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

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

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

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

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

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

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

ELIZABETH
My name is Elizabeth Swann.

WILL
Will Turner.

ELIZABETH
I'm watching over you, Will.

He clutches her hands, then slips back into
unconsciousness.

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

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

A SKULL gazes up at her. Vaguely Aztec in design, but to
her eyes, it means one thing only:

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

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

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

Norrington arrives.

NORRINGTON
Did he speak?

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

NORRINGTON
Very good.

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

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

It has BLACK SAILS.

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

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

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