Will's gaze bore through Elizabeth as he spoke, "I saw you kiss him."

She is stunned into silence at his declaration. She blanches at the thought of him actually witnessing her betrayal and cringes at the overwhelming sadness and devastation in his eyes.

His voice pleads with her, "Please tell me I have not misjudged you so."

When she finds her voice, she responds, "I am afraid that I am not who you deserve."

"A fear that I am faced with everyday," he counters.

"You are the most deserving and worthy person I know Will."

"Until very recently, I would have laid the same claim upon you without hesitation."

"Do you love me?" Elizabeth inquires, desperate to here Will declare his affection once more before she continues to confess and possibly looses him forever.

"My affection is not the one in question," he puts coldly, "but yes…I love you."

"I killed Jack."

Will is stunned; it is not the response he was expecting. He studies her inquisitively, not sure of how to respond.

"I…to chain him to The Pearl."

Will swallows hard. "You killed Jack."

Elizabeth nods.

"By kissing him."

Flustered and frustrated she blathers, "It wasn't like that…I needed…I didn't…to distract…he…"

Will is eerily calm and for the first time in what seems like forever Elizabeth cannot read him.

"Do you love him?"

"No!? What?!" she spouts is total shock. It had not even crossed her mind that this was Will's train of thought.

"That was a wonderful answer," Will struggles, "But I'm not entirely inclined to believe you."

Elizabeth is completely taken aback. "I love you," she rasps.

"Jack's life is one of freedom," Will asserts.

"I think that that's entirely questionable, but what does that have to do with anything?" she asks, bewildered by his statement.

"You've always said you wished for freedom."

"That is unfair Will. We have both expressed a certain fondness for our adventure with Jack and the freedom of his lifestyle, but we also both came to the conclusion that what we desired most about his life was freedom from societal class so that we could be together. I still believe that. Don't you?" Will nods silently.

Elizabeth continues, "Besides, it's not like our adventures were even remotely typical for the life of a pirate. Do you really expect me to traipse around with Jack from port to port while he steals to make a living, spending whatever he pockets on rum and whores for the rest of his life? That's what you truly think of me?" she inquires incredulously.

"For Pete's sake Will, even our time with him has been glamorized by hindsight. It has only ever been punctuated by mere hours of excitement, and often terror. The remainder has been spent in a decaying hull with rotting men: drunk, crass, eye-roving men, with no way to bath or get a moment's privacy. Is that really how you see me living out the rest of my days?" She is confused and hurt as she carries on. "And even if by some unequivocally daft decision on my part I determined that is what I wanted, it has become quite obvious that piracy no longer affords men that type of lifestyle. For all Jack's talk about the Pearl bringing him freedom, he has none. He has spent the last 10 years getting mutinied upon, being stranded on islands, trying to get his ship back, pissing off natives and whores and the government, making deals with the devil and generally being wanted for dead and running for his life. That is not exactly what I'd call freedom an it's certainly not the future I want."

Will poses the question bluntly, "What is the future you want?"

"To be with you." She states plainly. "Will, please hear me, I know I've made mistakes and I may not be the girl you thought I was, but I do love you. More that I could ever express, I have always loved you. What I want more than anything in this life is to walk through this world with your hand in mine and to never again have worry that you might be dead before morning dawns."

Elizabeth's eyes plead with Will to take her at her word, but even as he reaches up to cradle her face in his palm, it is clear his heart is still uneasy.

"You don't believe me." Elizabeth feels a strong crushing sensation in her chest as the realization that he has truly lost faith in her washes over her.

"It's just…" Will struggles to find his words, clearly uncomfortable with the topic he is trying to address.

"It's just what? Will please talk to me. I guarantee you have no reason to doubt my intentions towards you. The…with Jack…it meant nothing," she affirms.

"Then why did he not see it as a trap," Will states abruptly.

"What?" Elizabeth asks in a guilt-laced tone.

"Jack is many things, but stupid…is not one of them." Will chooses his words carefully, slowly, as if he was afraid to accuse her of what he was, but more afraid to hear her response. "There had to have been a reason…some occurrence that…justified your actions to him. Otherwise, he would have identified you…as a traitor."

Will's accusation of Elizabeth's unfaithfulness prior to the kiss he witnessed is met painfully with a deafening silence and his eyes fall shut as if trying to block it out.

"Will, you don't understand."

"I'm almost sure I couldn't handle understanding," he whispers dropping his head into his hand and racking his fingers across his furrowed brow into his dark locks.

"Will look at me, please." She takes his free hand in her own and holds it to her chest. "Jack said things to me, he made…offers. Flirted…overtly. And I…" Elizabeth braced herself for the hurt she knows she is about to inflict upon him. "I did too, but it was basically due to that fact that I was angry at him for trying to take advantage of me after I had just confessed how heartbroken I was because I wasn't able to marry you. I was trying to take some sort of revenge out on him and I admit, it may have gotten slightly out of hand, and he may have gotten the impression that I felt something. Which I don't."

"You don't," he replies skeptically.

"He made lustful feelings towards me known, bluntly – something that because of propriety and society we have never been able to do, so yes, on some level it was intoxicating, but it was fleeting and it was brief and it stemmed completely from the novelty of the situation. I do not want him Will. I don't."

Will shakes his head up and down ever so slightly and says, "I understand," but Elizabeth reads the look of lingering mistrust on his face and as it becomes difficult for her to breath as something in her breaks.

"Will please, I want you. I did it to save you. It was just a trick. A ploy," she beseeches, tears beginning to stain her face. "I don't care about him. He's betrayed us both. Time a gain he's left us for dead even though we've risked our lives to help him. He is a good man, but only when it suits him or there are no negative consequences to be had!"

"I am not attracted to him!" she declares vehemently. "I mean he may be clever, but he's a drunk and he runs like a girl, and yelps! And his teeth are rotting and his breath is just plain fowl. He smells funny! And when I kissed him I'm pretty sure bugs crawled on me from out of his hair," she rambles as a classic Elizabeth pout mixed with disgust punctuates the salty glisten of her face.

Will cannot help but crack a smile. She is gushing honesty and being absolutely ridiculous and he loves her for it. In fact, he cannot help but find her utterly adorable as she continues, "And if you take away all his disgusting, unattractive physical qualities, he's still just a less attractive version of you with entirely questionably moral character. Why on earth would I ever choose a life with him, period, much less if there was the even the remotest chance that I could build my life with you!" she rationalizes.

Finished, Elizabeth looks up to find Will gazing at her, a small upturn in his lips, and sighs with utter relief. "Well I'm glad you find my desperation at the thought of losing you amusing," her tone completely sincere.

"As a child you always dreamed of being romanced by a pirate – hygiene never came to mind?" he chided, a small glint in his eye.

"As a child I dreamed of a pirate that broke the rules not for personal gain, but to due to the fact he thought was doing what was right…who had dark hair, and dark eyes…and wore a pirate medallion…and smelled like steel and sawdust…Truly, if you were to ever read my diary, I was hopelessly transparent." Elizabeth gives him a sweet smile which he returns as he gently wipes the tears from her cheeks.

Will then reaches out, grabbing her by the waist, pulling her into his lap and resting his forehead against hers. They sit still for a moment, soaking in the calm.

Unfortunately there is still one nagging thought in the corner of Will's mind, a consideration he cannot seem to shake. "You've never kissed me like that," he whispers in her ear.

"Nor you, I."

"That's a good point," he concedes.

"I've always feared you would think me improper…or that my father would walk in," she comments wryly.

"It's more that I feared it would lead me to further impropriety…or that your father would walk in," he notes with a hint of a laughter, but mostly lust in his voice.

"There is no one to walk in on us now," Elizabeth breathily points out, her mouth grazing his.

"Also a good point," Will remarks as he captures her lips with his, their soft mouths roughly dueling, pushing the edge of decorum and decency to its threshold.

"I love you," she reconfirms.

"And I you."

"Do you forgive me?" she queries.

Will caresses her jaw line. "I do not like what you did, but I do not blame you either."

"Will you still marry me?"

"My heart would never have another."