Summary: Slight AU: Elizabeth Swann was forced into Port Royal Boarding School in the middle of her senior year where she meets mysterious and intriguing William Turner. Soon, Will's past catches up with him and the two are forced realize that there is more to each other than meets the eye.

Disclaimer: I don't own any of the characters…except for the ones you don't recognize.

Chapter One: Boarding School

It was December 21st, 2007, the last day of school for winter break, and a day that Elizabeth Swann had been very much looking forward to. The air smelled crisp of winter around her and she couldn't help but smile as she took her time walking home from school. Her blissful moment was interrupted as she felt her cell phone vibrate from inside her bag. Pulling it out, she smiled again when she saw who was calling.

"Hello?" She asked pressing the phone to her ear.

"Hello dear friend, where are you?" The voice on the other line replied cheerfully. Everyone seemed to be in a good mood today.

"Where do you think?" Elizabeth asked her best friend, Isabel.

"Well, I would say you are just walking past the red brick building on 3rd Avenue in between that horribly constructed office building and that beautiful apartment building where we will soon be living in a few years." Isabel retorted knowingly. To say the least, Elizabeth was impressed.

"Quite the architect. How did you know?"

"It's 2:14 after school. Where else would you be?" Elizabeth sighed and decided to force Isabel to get to the point seeing as that she had no intention of doing it herself.

"So true. Your point?"

"Party. Adam's got a really nice loft on Riverside Dr. and everyone is going to be there. Including your skinny ass. See Jake is madly in love with you and will only go if you go, Derek is best friends with Jake and won't go unless Jake goes and tonight is my night with Derek so I need you to go."

"Can't. I have…" Elizabeth trailed off trying to come up with some sort of excuse as to why she couldn't attend the party. This type of stuff was so not her type of thing. There must be something better she could do with her time other than sit in an uncomfortable chair with some mixture of an alcoholic drink in a red plastic cup and watch countless guys either try to hit on her, try to get her to dance, or make a fool of themselves in some other form. Where was the fun in that? To people like Isabel, who actually liked this stuff, they were the makings of her social standings.

"Exactly. You have nowhere else to be. No reading, no homework, no excuse, nothing. I'll see you there." And with that, she was gone. Elizabeth shook her head and continued down the street. Her olive suede slouch boots clicked fervently as she walked and she tried to wrap her black Picot even tighter around her but failed as a gust of wind coursed through to her skin. Even as she regained some sense of her blissfulness, there was a sense of foreboding that grew insistently with every step she took towards her apartment building.

But what could be wrong today? It was a perfect afternoon. The sky was winter blue, the air light and wispy with the wind, and it was cold but not freezing. It was her favorite time of year: winter in New York City. The trees were white capped from last night's snowfall. There were Christmas lights everywhere, lighting up the city even more. Sometimes she would walk by the giant Christmas tree and just looking at it would bring her peace, but not today. Her feet carried her even faster towards home. Soon Elizabeth turned on to Lexington Ave and found herself directly in front of her building. For some reason, her heart was pounding so aggressively against her chest she thought it would burst. She nodded quickly at her doorman and nearly sprinted to the elevator. The ride up to the thirteenth floor was the longest she had ever experienced. As she stepped out, she broke into a run and pulled her key out, turned right and burst through her door.

Nothing.

Her parents were sitting quietly on the living room couch looking at her with a surprised expression. Elizabeth stood, shocked and panting, until her voice was able to catch up with her body.

"I…well I just thought…what's going on?" Elizabeth finally spotted what she was dreading.

"I think you better come sit." Her stepmother said sweetly. Elizabeth had always hated her. She was a fake in every sense of the word. She was a fake blonde, her tan was orange and fake, she had fake boobs, and she had a completely fake British accent. It was repulsive.

"I think you better tell me what the hell is going on here." Elizabeth said in the same sweet voice.

"Language. You cannot go around talking like that in Port Royal. Yes, that's right. We're finally sending you off to boarding school. Far, far away where you can't get into any trouble." Denise retorted. Every trace of "sweet" was lost from her voice. It was pure venom and Elizabeth could not believe her ears. Clearly this was a joke.

"Dad? Port Royal?" Elizabeth gasped. Somehow her voice was failing her. It was almost as if her father was too ashamed to look her in the eye. It was clear who wore the pants in their relationship. Elizabeth was disgusted. How could her own father do this to her?

"We had to make some calls and pull some strings to get you in. Apparently it's a very competitive school. Since your senior year already began, you can expect to be somewhat behind but I have faith that you can catch up quite nicely." Her father, James, spoke facing away from her. "Your flight leaves tomorrow afternoon so you better start packing." Those were the last words her father said to Elizabeth.

- - -

Elizabeth was devastated as she dialed the ten numbers on her cell phone to reach Isabel. She was able to hold herself together until the middle of the second "ring" before she lost it. She was convulsing with sobs when Isabel cheerily answered her phone.

"Liz? Is that you?" She asked with only a hint of concern in her voice.

"I found an excuse." Elizabeth sobbed. She was surprised Isabel was able to understand her words.

"What? What's going on?" Isabel was now fully scared and moving fast towards terrified. Elizabeth Swann never cried. Not even when she fell off the monkey bars in primary school and broke her arm in three places. It was that moment that Isabel knew something was extremely wrong.

"I'm leaving tomorrow." Elizabeth tried to choke out.

"Okay…where are you going?" Isabel dragged out. Elizabeth sighed with exasperation.

"Izzy, I'm moving for good. My cruel bitch of a stepmother just dropped the bomb. I leave tomorrow." She couldn't believe those words just escaped her lips. Elizabeth never thought she would be leaving New York in the middle of her senior year, just when things were starting to look up, to go to a boarding school in a place she had never heard of. There were countless thoughts swirling through her head, but the one that kept returning to the front of her mind was: How could my father let her do something like this to me? What has she done to him?

"Oh God, no! How? Why? No!" Isabel stuttered, trying to find the words to make the information she had just processed go away. In any other situation, Isabel would have given Elizabeth a hard time for coming up with such an awful excuse not to go to the party. If Elizabeth weren't on the other side sounding like she was sobbing her lungs up, Isabel would have categorized this as one of those situations.

"I don't know." Elizabeth sunk onto her bed in defeat. There was a moment of silence, as neither of the best friends knew what to say to each other.

"I'm coming over. There's no way I'm letting you spend your last night here alone." Isabel choked on the last words. Her best friend was leaving. And there was absolutely nothing she could do about it.

"Oh, Izzy, you don't have to come over. I have to pack…and if I cross paths with Denise, World War III might break out and you really wouldn't want to be here for that." Elizabeth said in attempt to lighten the situation, but failing.

"Are you serious? No, if war breaks out, I will be the best warrior this world has ever seen and of course I will help you pack and if Denise wants you out of here quietly, we'll be sure that's the last thing she gets. She's made this past year Hell for you. It's about damn time you get some payback. I'll be right over." Never one for soppy good-byes, Isabel hung up.

- - -

Elizabeth looked around her room, wondering where to start packing when she realized she had no idea where Port Royal was located and the brochures were in the living room, with Denise. Great. Quietly opening the door, she slipped down the hall and into the living room. She walked over to the table and gathered the information papers and brochures into a neat pile before standing.

"Elizabeth?" Her father questioned. With no acknowledgement, Elizabeth turned and began to walk away.

"Let her be. She's giving you the silent treatment." Denise said, expanding the bridge between Elizabeth and her father even more. At this, Elizabeth furrowed her brow and turned back. She wasn't letting Denise have the last word. Ever.

"No." Elizabeth said, receiving the full attention of the adults. "If I was giving you the "silent treatment", I would be stomping around trying to make a big deal out of it, as my father would very well know." Elizabeth said, her voice dripping with ice-cold venom. "I just have absolutely nothing to say to you." Her last words were directed straight towards her father who had finally turned to look her in the eye.

- - -

Fifteen minutes later, Elizabeth had pulled down every suitcase in the apartment, leaving none for her father's business trips, none for Denise's family reunion vacations or shopping trips to Milan. There were four large suitcases that used to be used for family vacations, when, Meg, Elizabeth's mom, was around and they were actually a family. The other two were smaller, business trip size. Always extremely organized, Elizabeth decided to use one of the smaller suitcases for her toiletries and electronics and the other for shoes and socks. The other four suitcases were reserved for clothes, sheets, towels, and other miscellaneous items. She had set out her carryon bag and clothes for the airplane, collected all of her small toiletry bags and had begun to pack them in her bathroom when she heard the apartment doorbell ring. Elizabeth smiled for what felt like the first time in ages and raced to the door. Isabel stood there, eyes tear streaked, nose red, and an extremely large bag draped across her shoulder.

"Elizabeth? Are you having guests over?" Denise asked, returning to her horrible sweet voice. At the sound of it, Isabel dropped her bag and walked over so she was standing directly in front of Denise.

"Don't you dare speak to her. You think you've won this little battle you have going on here, but you just gave Elizabeth the win on a silver platter. Don't you realize? You had to send her out of the country to make yourself the main woman in her father's life when you don't even understand that to him, you are second best. Meg will always be the first woman in his heart, and sending Elizabeth out of the country will do nothing to change that so get over it." Isabel, clearly on a roll, turned to Elizabeth's father. "And if Meg was here, she would be disgusted with you." Isabel knew the words cut deep but before anyone had a chance to get a word in, Isabel pulled Elizabeth into her room and slammed the door.

"Sorry, I was prepping that speech the whole way over here. Are you mad?" Isabel asked, concerned that she might have stepped over the edge. Elizabeth laughed and pulled her into a hug.

"Too bad you can't come with me and prep one of those every time someone gives me a hard time."

"Just call me and I'll give you the words. Plus," Isabel pulled away and held Elizabeth out at arms length. "I think you can hold your own. You've never had a problem with it before. Now, let's finish your packing!"

It took the girls a straight three hours to fold and pack Elizabeth's clothes. They took down all of the pictures taped to her walls and put them in an envelope. By the time they had finished, Elizabeth's room had gone from a normal senior girl's room with memories and stories from every corner, to what looked like a room out of a catalogue. Every personal item was off of the shelves and into one bag or another. Everything was gone except for one picture.

"Thank you so much for coming over. I can't tell you how much I appreciate it." Elizabeth said as her and Isabel pulled the last suitcase into the hall outside her room, "accidentally" blocking the door to Denise and her father's room.

"Of course. You're my best friend; I would never let you go through this night alone. However, I am starving. We could have Jake and Derek meet us for Sushi, if you want."

"Ok, let me get my purse and we can go." Elizabeth had left one of the less full and smaller bags open in her room for last minute things. She pulled out her suede boots and slipped them on along with her Picot and cream cashmere scarf, grabbed her Coach purse and left the apartment with Isabel and without a word back towards her father.

"Izzy, what was in that huge bag you brought with you?" Elizabeth asked as they walked down the street to the Sushi joint. Isabel turned and gave Elizabeth a sly smile.

"I think it's finally time we got Denise back for a fraction of the hell she put you through. Let's just say that April Fools Day came early for her this year." She linked her arm through Elizabeth's and couldn't hold back the slight skip in her step as they walked.

- - -

The girls met Jake and Derek fifteen minutes later at their traditional favorite sushi joint.

"What the hell was so important that we had to leave basketball practice for? You have no idea how mad Coach was at us." Derek complained while pulling an extra chair over to the table to sit next to Isabel who was across from Elizabeth and Jake.

"Liz is moving. Scratch that. Her awful step mother is forcing her into boarding school half way around the world." Isabel calmly explained as she took a sip from her water. Jake and Derek stopped, looked at each other, and burst out laughing.

"Nice one. Now seriously. We know you just really wanted to see us. So about Adam's party tonight. When-" But Jake was cut off.

"I don't think you understand, Jake. We called you so I could say good-bye before I leave tomorrow morning. My parents jumped me with the news when I got home today." Elizabeth said with downcast eyes.

"Holy shit, you're serious." Jake said softly. Elizabeth nodded and fought as hard as she could to prevent the single tear from rolling down her cheek. Jake hadn't missed it and used his thumb to lightly wipe it away.

"But until the extremely tearful goodbye tomorrow morning when we all take her to the airport because I'm not letting her drive with that hooker, we have some serious mischief to cause. Are you in?" Isabel asked changing the subject before she broke down herself.

"You know it!" Jake and Derek exclaimed before high-fiving each other from across the table.

"Good. Now here's the plan…" The four sat at their table for another hour and a half planning their revenge.

- - -

"Wake up, Sunshine!" Isabel called from the doorway of Elizabeth's room the next morning. She held a pitcher of fresh orange juice, bagels and cream cheese, and fresh fruit on a tray while trying to maneuver through the mass of sleeping bodies sprawled out on the floor.

"Izzy, it's too early for this." Elizabeth called from under the comforter on the floor.

"No it's not. We have to leave in an hour, so you better get up and dressed." Isabel grabbed the comforter and pulled. Elizabeth groaned in protest before dragging herself up and into the shower.

When she got out, she rubbed lotion all over her skin, applied light make up and packed up her last minute toiletries. Walking into her room, she saw her three best friends sitting together on the floor eating and laughing about something from last night. She couldn't imagine never doing this with them again. The simple thought caused her hand to fly to her mouth in attempt to choke back a sob. Elizabeth dressed in dark jeans, a white tank top and a shrunken pond blue cardigan. She let her hair air dry into long lose curls. Before she knew it, she was helping Jake and Derek drag her many suitcases into one of the van-cabs that Isabel was able to grab for them. Elizabeth ran upstairs to her apartment to make sure there was nothing she was forgetting. She took one last devastating look around the room that had been her sanctuary but stopped short when she noticed one final framed picture left on a shelf. It was a picture of Elizabeth and her father during the last days of summer before her senior year. The trees of New York were beautifully starting to turn as they walked through Central Park. Days earlier, the picture would have brought her a sense of peace, now it just made her nauseous. She grabbed the picture and flung it to the floor. With one last look, the heel of her boot smashed into the very center of the frame and shattered the glass. Without a glace back, Elizabeth was gone.

- - -

They walked her as far as security would let them, which was not very far. She dropped her carryon bag on the floor as Derek picked her up in a bone-crushing hug.

"Take care of yourself. I will miss you like crazy." Derek whispered huskily into her ear before setting her down.

"I will, don't worry. I will miss you also." Elizabeth turned to Jake. She could have sworn she saw the slight forming of a tear in the corner of his eye.

"C'mere, Bug." The use of her nickname from years ago brought tears to her eyes before she was in his arms. She savored his embrace for as long as she could. There was nothing either could say. He left a warm and soft kiss on her temple before stepping away.

Isabel was sobbing before she reached Elizabeth. The two girls grasped on to each other with ever fiber of their beings. They knew this move wasn't permanent. Elizabeth would be back. Right?

"I love you more than grilled cheese and tomato soup." Elizabeth whispered against Isabel's blonde hair.

"I love you more than cookie dough ice cream." Isabel choked back. With one last squeeze, Elizabeth pulled away and took one last tearful look at her best friends. She mouthed I love you as she walked backwards towards the security line.

- - -

James walked into Elizabeth's room, expecting to tell her that they had to leave for the airport. Instead he found a note resting on her bed.

Izzy, Derek, & Jake took me.

I know you won't mind.

E

Just as James was about to leave, something on the floor caught his eye. Shattered on the floor was his favorite picture of him and his daughter. What had he just done?

So what do you think? Please review!