Disclaimer: I don't own the characters.

A/N: I've read a lot of fics with picture perfect romances between Elizabeth and Will. I thought I would try to introduce something different. Please R&R. This is my first attempt at writing. A huge thank you goes to slobberneck for beta-ing.

A Lovely Afternoon

The sweet morning melody of the Caribbean songbirds stirred Will from sleep. He slowly opened his eyes and allowed them to adjust to the bright sunlight streaming in from the only window in his small room. Even though he could tell it was still early in the morning, he knew he was running late.

The smithy was closed, as today was Sunday, but Will could not afford to sleep late. Not today. He was expecting a visitor this morning, and he expected her to be arriving fairly soon.

Will dragged himself from his modest bed and began to get dressed. Elizabeth Swann would be here any minute, and she would be very irritated if he was not ready when she arrived. Her father was leaving on a business trip to nearby Port Morant, just a few miles away on the island's coast. As a result, there would be no stopping Elizabeth from coming down to the town to spend time with her best friend.

Will and Elizabeth had grown very close over the past four and a half years, ever since their arrival together at Port Royal. Governor Swann had very graciously set up an apprenticeship program for Will at the local smithy, and Elizabeth had come to see him every time she had the chance. Her father did his best to try to instill the proper behaviors of a young lady into his daughter, but when it came to Will, Elizabeth refused to acknowledge society's restrictions on friendships between social classes. Will didn't object to her visits. Elizabeth was the closest friend he had, and he would be devastated if they ever had to end their friendship.

Sometimes, he would walk up to the gates of the mansion to meet Elizabeth whenever he had the chance to leave the smithy. They would always find a shady spot near the gate's walls and sit for hours talking about anything and everything. Elizabeth once told him he was the only one that could have a decent conversation with her because the only thing all of the captains' daughters wanted to discuss was the officers they hoped to one day marry, as well as the latest news from London.

"What's wrong with that?" Will asked.

"It's terribly boring! Father wants me to spend time with these girls in order to help 'shape me' into adult society. They're all about four years older than I am, and I could care less about spending time with some pish-posh princesses fantasizing about their future Captain Handsome. Personally, I think all of the officers are ugly."

Will smiled at the memory. They had fascinating conversations in the mansion's garden, even though Elizabeth had always done most of the talking. Will had only been inside the Governor's home twice, and it was only when he accompanied Mr. Brown to conduct business for the smithy. The townspeople of Port Royal, as well as those back in England, had instilled a modest humility in him with regards to high-class society. Despite all the times Elizabeth asked him to come inside, he always politely declined. This "modest humility" mentality of his annoyed her to no end. So to compromise, Will agreed to call her by her first name, but only when it was just the two of them.

He was looking forward to spending the day with her. He was sure she had absolutely nothing planned. This was one of the things that drew Will to Elizabeth. She was totally, utterly, and completely spontaneous. He couldn't help but admire her free spirit or mischievous curiosity.

Will had noticed his admiration of Elizabeth had grown considerably over the past few months. He was also beginning to get nervous anytime she came near, and his palms would become somewhat sweaty. He longed to be near her, but at the same time, he was afraid of doing something silly or embarrassing. It didn't use to be like this. Just six months ago he felt completely normal and at ease around her. In the back of his mind, he knew what was happening. He was just afraid to admit it. Admitting this feeling existed would only cause disaster in the end, and Will did not want to risk friendship or heartbreak. But he couldn't help what was happening to him. William Turner was beginning to fancy Miss Elizabeth Swann.

A loud rapping sound coming from his window snatched Will out of his daydream. He turned to look out of the dirty glass and saw Elizabeth's anxious face peeking through.

"Will! Father's already left. I just came from the docks. Open the door!"

As quickly as she had appeared, she was gone. Will walked to the front of the shop and unbolted the door. Elizabeth was already waiting for him.

"I was afraid you wouldn't be ready when I arrived."

"I appreciate your lack of confidence in me."

Elizabeth playfully hit Will on the arm, and then slid her hand to his elbow. "Shall we?"

"I have to lock up the shop first." He turned and began to fiddle with the door's locks. When he was done, he held out his elbow for Elizabeth to take again, and they began to walk. "Just what are your plans for today, Elizabeth?"

"I thought we would walk to the bluff. Perhaps eat some lunch."

"Do I need to bring something?"

"No, I've brought everything with me." At that moment, Will noticed Elizabeth had a basket tucked in the crook of her arm. She noticed him staring at it and explained, "I told father I was going to town to purchase some fruit."

"He was going to allow you to go alone?"

"Estrella was with me, but I was able to get away from her after Father left."

To Elizabeth's surprise, Will stopped suddenly. "She'll have the entire town out looking for you! You can't just run away from your maid like that!"

Elizabeth frowned at Will and huffed, "Honestly, Will. How do you think I'm able to see you when I do?"

He had never really thought about that before. Elizabeth continued, "She doesn't care as long as it's in the daytime. All I've got to do is tell her where I'll be." She grabbed Will's elbow somewhat painfully and dragged him back into walking. She looked at Will out of the corner of her eye and grinned slyly before saying, "She thinks you're a fine man, you know."

Will's head snapped to Elizabeth. He could just feel his palms beginning to sweat. "What?"

"That's what she's told me on many occasions. She doesn't mind me coming to see you because you are 'a fine man.' And she knows you'll take care of me like a gentleman should." She paused. "I think she rather fancies you."

"That's ridiculous." Will could feel himself beginning to blush.

He had always been uncomfortable talking about courting girls with Elizabeth. He wasn't really sure why, but the topic made him nervous. Elizabeth was well aware of this fact and teased him mercilessly whenever she could. She knew Estrella only used the term 'fine man' to tease Elizabeth, but it was the truth. Will was a fine man and she was very lucky to have him as her best friend. However, she wasn't finished taunting him.

"Why? What's wrong with that? She's a nice girl, don't you think?"

Will gulped and said, "She's very lovely, but I've only spoken to her at length on a few occasions."

"Would you like the opportunity for more conversations with her?"

"Only if the opportunity arises." Will hoped against hope Elizabeth would change the subject.

To his great fortune Elizabeth said nothing in reply. While this comforted him, it also worried him at the same time. What if she was busy concocting a plan to play matchmaker? He quickly said somewhat lamely, "And I'll be the one to find the opportunity."

Elizabeth gave him a small, teasing smile. She decided that she had tortured him enough…for now.

The two continued walking through town and eventually reached its outskirts. As they followed a faded path that would lead them to their destination, neither said anything. Will had never before been nervous when silence fell between them, but today was different. He wanted to continue to talk to Elizabeth to keep the silence from swallowing him whole. He felt an urge to say something impressive, though not necessarily boastful. At the same time, he was afraid of saying something that was stupid. He was torn. Will had never felt so confused before, and it was driving him mad. Elizabeth looked blissfully unaware of his inner struggle. Desperate to start a conversation, Will said the first thing that came to mind.

"The weather is quite lovely today, isn't it?" The weather?!? That's the best I could come up with to say?

To his relief, Elizabeth quickly took the bait. "Yes it is, actually. It's a perfect day for us to spend the afternoon on the bluff and watch the ships in the harbor. While I was saying goodbye to Father this morning, I heard the dock master say he was expecting to have a busy day with the ships coming and going this afternoon."

By the time she had finished speaking, they had reached their destination. This particular bluff was discovered by Will about two years ago when he decided to climb to the top during one of his days off work. The view of Port Royal was breathtaking, but even more beautiful than the view of the town was the ocean's horizon, especially at sunset. Will had brought Elizabeth here whenever she had the chance to spend a few hours with him while he was not working. It was one of their favorite places to just sit and talk, especially at dusk. You could even say it was romantic during the sunsets, but Will didn't want to think about that.

Elizabeth set down her basket and pulled a blanket out of one of its compartments. She began to unfold it and handed one side to Will so he could help her spread it over the grass. After the blanket was situated to her liking, Elizabeth sat down and pulled the basket next to her. Will took his spot by her side.

Feeling brave, Will cheekily asked, "What did you bring for me?"

Elizabeth narrowed her eyes at him and took a banana from her basket. As she was peeling it, she smirked, "Well, I brought some fruit for me, but I suppose you'll have to scrounge around the bluff because there's nothing in that basket for you─"

Before she could finish, Will grabbed the banana from her and took a huge bite.

Elizabeth tried to look shocked, but she failed to keep a straight face and started laughing at him. As a peace offering, Will handed Elizabeth another banana from the basket.

They sat on the bluff for hours, talking about everything that came to mind. They spent a good majority of the afternoon picking out ships in the harbor they wanted add to their imaginary fleets they pretended to command. This was one of their favorite childhood games.

"I'll take that ship with the striped sails."

"Why?"

"They're pretty."

"Elizabeth, you shouldn't choose a ship just because its sails are pretty."

"Why not?"

"You should choose a ship based on its practicality."

"Pretty sails can be practical."

"How?"

"It gives me something nice to look at while I'm at sea."

"Just put some paintings in your cabin, if that's what you're concerned about."

"But I'll need something to look at when I go outside."

"You should be admiring the ocean."

"I see the ocean every day. Perhaps I could hire a handsome crew instead. Who needs pretty sails when I've got a ship full of pretty faces?"

Will just looked at her blankly. He could feel the traitorous blush beginning to creep up his neck.

Elizabeth wanted to take full advantage of this situation. "I'd hire you first."

Will quickly feigned interest in the horizon as he felt the blush speed to his face and the sweat begin to pour.

"I meant that as a compliment."

"Uh – thanks."

Elizabeth proceeded to ask an embarrassing question. "Do you fancy someone? Is that why you're red?"

Will looked at her. She was grinning.

"That's very bold of you."

"I'm a bold person. You should know that by now."

Will remained silent.

"I'm taking your lack of response as a yes."

"What would it matter if I did?"

"It's just a question." She could tell he was getting extremely uncomfortable. "Will, there's nothing to be embarrassed about. It's human nature. I'm not asking you to tell me who she is, unless you're just willing to tell me yourself."

"No, thank you."

"So you do fancy a girl."

"Maybe."

"Well, I think that's sweet. You would make a fine suitor."

Will gave her a shy smile.

"What about you, Elizabeth? Do you have a gentleman picked out?"

Elizabeth rolled her eyes and sighed. "I'd rather not think about that just yet. I'll be forced to hear about it constantly after I turn fifteen in a couple weeks. Father is planning an extravagant dinner as a formal introduction of me into society."

"A formal dinner can't be that bad."

"It's not the dinner that exasperates me. It's the fact that I'll be considered an adult, and Father will have officers lined up at the door for me to begin to court. They're still terribly ugly and boring."

"You're exaggerating."

"Well, maybe not all of them are ugly, but I can guarantee you we'll not have any decent conversations like you and I do."

Will's blush began to make a triumphant return.

Elizabeth looked out at the ocean as the sun began to sink towards the horizon. "And I'll not only have to be paraded in front of these men, but Father will expect me to learn to entertain parties, as well as stuffy old women. Even worse, I'll have to keep company amongst the officers' daughters even more than I already do now. Their conversations are still limited to gentlemen and fashion."

Will wasn't really sure what to say to her. "Maybe it won't be so bad. I'm sure they'll eventually catch up to you intellectually."

Elizabeth snorted. "I doubt it. A few of them have been courting for a few months now. As a result, they feel like it's their duty to explain every last dull detail of their outings to me. It's really hard not to laugh at the absurdity sometimes. They tease me, you know."

"Why?"

"I've not been kissed."

Will was certain steam would begin emitting from his ears. Elizabeth looked at Will with a curious stare. He was trying to avoid eye contact without looking suspicious, but it wasn't working.

"Have you ever been kissed, Will?"

Why must she torture me like this? Because she enjoys seeing me squirm, that's why.

"Why do you want to know?"

"I'm curious to know what it's like. I find it hard to take those girls seriously because they're constantly giggling and swooning. I just thought if you had, you might give me a realistic perspective."

"I've – uh – been given…a…polite kiss on the cheek a few times…I suppose it's like saying, 'Thank you.'"

"You've never kissed a girl yourself, then?"

"No."

"Not even the girl you fancy?"

"Elizabeth, please."

Elizabeth laughed. "I'm surprised, Will. How can a young man as dashing as yourself not have been kissed by now?"

"You're mocking me."

"I am not! I'm genuinely surprised."

"I'm only sixteen, Elizabeth."

"I'm in the same predicament you are. It's quite alright."

"You see this as a predicament?"

"Don't you?"

"Not really."

"Are you not the least bit curious?"

"No."

"You liar!"

In reality, Will was curious, but he didn't want to admit it. If he told Elizabeth the truth, he was very sure she would proceed to satisfy her curiosity by experimenting with him. Would it really be such a bad thing, though? Will had to force this thought from his head. Of course it wouldn't, but it would be too awkward and strange. He knew it definitely wouldn't be proper, but then again, when was Elizabeth ever concerned about proper behavior?

Will was so distracted with his musings that he didn't notice Elizabeth staring at him. He was brought back to the present when she suddenly leaned in and pressed her lips against his. It was a very quick kiss and ended before Will had a chance to react.

Elizabeth looked at Will after she pulled away and started to laugh. His eyes were wide, and his mouth was slightly hanging open.

"I don't really see what the fuss is all about myself," Elizabeth said. "Those girls go on and on about some 'tingly' feeling, but I didn't really feel anything, did you?"

Will just kept staring at her. His mouth was still open.

"Maybe it was too fast. Maybe a real kiss is supposed to be a bit longer than one second. I've never really seen a proper kiss. No one seems to want to do it in public view." She was mostly talking to herself, as Will was still zoned out.

What just happened? His mind was foggy. He was having a hard time hearing what Elizabeth was saying. Will's whole body felt as if it was on fire, but it wasn't an unpleasant feeling. It was actually quite…fantastic.

"Will!"

Elizabeth's use of his name brought him back to consciousness. She was looking at him as if she expected him to say something.

"What?" Will hoped she didn't notice how hot and bothered he felt.

"Do you think we could try it again? I don't think that was how it was supposed to work."

Again? Was she serious?

"Uh – what?"

"Oh, honestly Will. Come here."

She put her hands on his face and began to pull him towards her. This time when their lips met, it was softer. She kept her hands on his face, but she didn't have to. Will would not have moved on his own. He was enjoying himself too much.

Elizabeth broke the kiss a few moments later. "That was definitely different than the first, wouldn't you say?"

Will could only nod dumbly.

"I'd say it was lovely. I don't feel quite as tingly as those girls described, but I suppose it will do."

Will felt like he was about to explode.

"Now you've got something to show that girl you fancy." Elizabeth grinned at Will. She decided teasing him would never grow old.

Will looked at her and said, "Stop," but he couldn't help but grin back.

They stayed on the bluff for a few more minutes to watch the sun slowly sink below the horizon before Will said, "I'll walk you home, if you'd like."

"I'd love for you to, Mr. Turner."

"As you wish, Miss Swann."

Will helped her fold the blanket and put it back in the basket. Elizabeth scooped up the wicker container and took Will's arm as they began to make their journey back to the Governor's mansion.

When they arrived at the gate, Elizabeth turned to Will and said, "Thank you for the lovely afternoon. I'll come to see you a few more times before Father gets back."

"That sounds wonderful."

Elizabeth stood on her toes and gave Will a kiss on the cheek.

"Goodnight, Will."

"Good night, Elizabeth."

He watched her make her way to the door. When he saw her go inside, he turned around to begin the trek back to the smithy, still feeling the tingly sensation deep in his bones.

………………………………………………….

When Elizabeth closed the front door, she searched the mansion until she found Estrella. After letting her know she was home, Elizabeth walked up the stairs to her room. She sat down on her bed and stared at her wall. She had such a pleasant day with Will. Feeling somewhat guilty, Elizabeth wished her father would take trips away from the mansion more often. She loved seeing Will and talking with him about anything on her mind. There was something about him that made her feel alive. Just the sight of him could brighten a dull day. She was secretly pleased that her first kiss was with someone she trusted and knew so well. Similar thoughts began to drift through her head, and she began to feel a fluttering sensation in her stomach as she came to a shocking revelation. Elizabeth Swann was beginning to fancy Mr. William Turner.