Disclaimer:POTC and characters belong to Disney.

AN:My first ever fic for this pairing and here Elizabeth never married Will.

Elizabeth Swann kicked back the covers and groaned in annoyance, it was a hot June night and she was unable to sleep. She had been dreaming about Will, how he had proposed and full of anger she had said no.

Then out of the corner of her eye she had seen someone sneaking up behind Barbossa and called out his name in warning, Will for a few moments had thought she had chosen Barbossa.

The battle had finished and Elizabeth had told him the real reason why she had called for Barbossa, Will had vowed to win her back. Of course there was little chance of seeing him now that he was to spend eternity as captain of The Flying Dutchman.

She sighed; "good thing I didn't marry him."

She did miss him from time to time.

Now she was on the Black Pearl due to the fact she had been invited along to help search for the fountain of youth, she had heard Barbossa had taken the ship from Jack but Jack had stolen the location of the fountain.

So for now the two men were putting on the appearance of trying to work together. Eizabeth pulled out the maroon dress Barbossa had made her wear on her first voyage on the Pearl.

She wore nothing underneath, besides it was the middle of the night and she would be able to find a spot to herself. She left the private area she had been given and walked to the railing and sat on it.

The moon was out and illuminated the deck as Elizabeth sat on the railing. Her thoughts then turned to her father, killed because of Beckett's greed, it was another reason Will had asked her to look after the chest with his heart.

They may no longer be together but he trusted her with it, in case the Dutchman ever got captured no one could use the heart against him the way it had against Davy Jones.

"I miss you father." She still regretted not getting him to accept the rope she had offered to pull himself on board, she wished she had said the words I love you one last time.

Hopefully he was with her mother.

Footsteps caught her attention and she turned to see Barbossa. "Captain Barbossa."

He nodded his head, "Ms. Swann." She noticed his eyes that seemed to be more focused on her than usual. She saw most of her right leg was exposed and quickly stood up.

He gave a big smile, "I've seen legs before. They be nice for sure."

Elizabeth crossed her arms, "I did not come here to give you a show Barbossa, why are you out here?"

"It be my ship lass." Amusement danced in his eyes.

"It started out as Jack's."

Barbossa crossed his arms, "Aye I have to admit that, but she be mine now."

A wind came and thier clothes blew a little bit, Elizabeth gripped her top a little bit as she remembered she had only the dress to cover her. Barbossa'a hair seemed to shine in the moonlight and she remembered the curse. Needless to say he no longer feared the moonlight.

"Ye like what ya see?" Barbossa's face had a big smile.

"I don't know what you're talking about." Elizabeth tried to move past but Barbossa stopped her.

"We've been through a lot, and I know when a lady be showing me interest."

Elizabeth stood straight and proud, this past year had toughened her. "Just thinking of past events that's all."

"Well when Jack and I find the fountain, I will have lots of ladies who will adore my attention."

Elizabeth resisted the urge to roll her eyes, Barbossa always did aim high, a few hours of his company always did manage to help her drive her interest deep down.

She'd admit it only to herself deep down that this man did excite him, a handsome powerful face, a few scars that added to his intrigue and the way he carried himself.

Elizabeth moved closer; "As king of the Brethern court I can assure you I won't be one."

Barbossa closed the distance until she was pressed against the railing, "The future always be uncertain." He even smelled great, he smelled just like the sea.

He ran his thumb lightly across her cheek, "Ye still be a single woman, ya not be married."

She felt a shiver go through her, and told herself it was the wind. He his finger moved along her throat she pushed him away. "If I ever do marry it will be to a proper man."

Barbossa's eyes continued to dance, "We shall see lass."

She looked down and saw the top of the dress had loosened revealing just a hint of her cleavage, "that dress does look fine on you."

Elizabeth opened her mouth to reply but Barbossa closed his over hers and Elizabeth felt her knees turn to jelly. Her tongue dueled with his without any thought, before she could send a message to her brain Barbossa ended it.

"You're vile." She spat out.

Barbossa laughed; "Its going to be a long trip Missy and there be no need fer propriety, ya know where to find me."

As Barbossa walked off Elizabeth counted to ten, she didn't care what he said, she'd never given in before and she was about to start now.