He could not say what it was exactly that alerted him to the fact that something was not right. Yet he knew Elizabeth well enough to know that the guilt twisting her features had to do with something other than the kiss. And with the Kraken near he had no time to coax the truth out of her. So Will did the only thing he could and dove out of the longboat and began to swim back towards the Pearl.

"Will, what are you doing?"

He just kept swimming. Elizabeth didn't matter. There was something in his gut telling him that he had to get back to the Pearl. So he swam. And tried not to react when he caught sight of the Kraken's tentacles appearing out of the murky depths of the ocean. As much as Jack loved his Pearl, Will knew that he was equally fond of living.

"Jack!" Will shouted as he latched onto one of the Pearl's mooring lines. "Jack! Can you hear me?"

"Will, have ye gone daft, boy? We have to get away!" Gibbs hollered at him, his voice distant enough that Will knew they weren't returning for him.

"I'm not leaving without Jack!"

As he struggled up the side of the ship, Will could hear scuffling sounds on board. At least Jack was still alive. With a heave that pulled his head up above the level of the rail, Will saw just why it was that Jack hadn't joined them on the longboat. Elizabeth had shackled him to the capstan. She had condemned Jack to death.

"Jack!" Will called as he pulled himself over the rail and onto the deck.

Jack cracked a lantern over the capstan, spilling oil over the shackle that bound him to his Pearl. "Not quite th' best place ta be at the moment, William, seein' as me Pearl is 'bout to be devoured."

Over Jack's shoulder, Will could see the tips of several of the Kraken's massive tentacles reaching over the rail. "Which is why we need to get off the ship."

Knowing that Jack was more than capable of getting himself out of the fetters, Will turned his attention to finding a way to distract the Kraken long enough for them to get away. A further wounding would do, but he would much prefer to kill the beast.

"Um, if you were intendin' t' come up wif a plan, I'd suggest that ye speed things up a bit, lad," Jack said from directly over his shoulder.

Throwing Jack an exasperated glare, Will saw what Jack was referring to. The spiky, tooth-riddled mouth of the Kraken was appearing over the edge of the rail. With it, Will could smell the rot of corpses on its foul breath.

"So, any plans? Or were ye simply so wearied o' life that ya thought you'd come die wif me?"

Will snatched the red bandana off Jack's head as he sprinted towards the remains of the mast. "Do you have any flint?"

"Hey! Give tha' back!" Jack shouted, reaching for his pilfered bandana.

"Jack, we need flint," Will reminded him.

"Flint?"

"Fire! We need to make a fire!" Will sloshed the stained fabric about in the puddle of oil Jack had made smashing the lantern.

There was a large section of the mast laying only a few steps away; long and with a sharp, jagged point. He straightened and had taken only a single step when the foul breath of the Kraken increased as it let out a deep, rumbling roar that was completely with a fetid gunk spraying through the air. For several endless seconds he was bombarded by the slimy mess then something bounced off his stomach before the barrage of gore slowly petered away to nothing.

"Ahh, my hat."

Ignoring the gunk and slime that covered him, Will reached for the section of the mast he'd been moving towards earlier. He immediately began winding the oil-soaked cloth around the pointed end. "Do you have the flint or not, Jack? Because if you don't this is all rather pointless."

There was an ominous crack as the massive tentacles tightened around the Pearl's hull.

"Ye can be right ingenious when ya choose ta be, Will," Jack said, touching his small flame to the knotted cloth. "You do realize, though, that this'll buy us a few minutes a' best?"

"Take that end," Will instructed as he hefted his end of their now flaming spear from the deck. "It's more of a chance than Elizabeth gave you. Now!"

As a pair, they rushed forward towards the gaping maw of the Kraken. Will wasn't fool enough to think they would survive, but he'd rather die at Jack's side than live a coward, running away.