This is my alternate version to Dead Man's Chest - takes place a year after The Curse of the Black Pearl. There's both Willabeth and Sparrabeth in this story - who knows which side Elizabeth will choose in the end? You'll just have to read on to find out!

DISCLAIMER: I don't own PotC or the characters, etc etc.

Prologue

Screams.

Horrifying, wretched, blood-curdling screams shook through the cellar. The dimly lit, narrow brick room with dirt floors was lined with five or six adjoining jail cells, all empty except for the two southmost; the locked one held the girl from whom the screams originated, and the other had held a young man until very recently - two guards of the British Royal Navy had gone down to the prison to fetch him and both now held a tight grip on either arm as they dragged him out of his cell. The only source of light was the flickering candlelight coming from the evenly spaced lanterns that hung on the walls, casting deep, menacing shadows over the guards' faces as they secured shackles around William Turner's wrists.

"Will! Will! Please, no! WHERE ARE YOU TAKING HIM? WILL!" Elizabeth Swann's question was hardly decipherable through her hoarse screams, but one of the guards, his grip on the boy's arm unnecessarily tight, turned to face Elizabeth. The lantern on the wall a foot or so away from the guard cast sharp shadows across his face, accentuating his wrinkles and hooked nose. His eyes were black and his expression emotionless.

"Don't worry, miss," he cackled darkly, "you'll be seeing him again very shortly" - he paused, his expression turning fierce and menacing - "in Davy Jones's Locker."

The cellar was consumed by an unnervingly loud silence as the realization of Will's fate rang through the corridor. Elizabeth let out a sound of pure despair as she threw herself at the bars of her cell, desperately grasping for Will whose eyes had widened with sheer terror as he looked back at her over his shoulder. Their eyes met for one last time, exchanging a flurry of unspoken thoughts, until Will rounded the corner and disappeared from her sight, just like that. Elizabeth's shrieks resumed, louder and more terrifying than ever, for a solid twenty minutes before her voice was all but lost and her spirit all but broken. She slumped to the floor in the corner of her cell, letting her long, messy, unkempt hair fall into her eyes. Had it only been twenty four hours ago that she had been enjoying a peaceful afternoon with Will, completely unaware that he would be ripped away from her so soon?

xxx

"And does your father still believe the reason for your daily visits to my shop are for afternoon tea?" asked an exhausted Will Turner, wiping sweat from his brow with his sleeve as he retired to his old wooden stool for a rest. Elizabeth stood across the room from him, reaching to return the sword Will had made just for her to its place on the wall, hidden from sight under a sheath. Ever since returning to Port Royale a year ago after gallivanting across the ocean with a certain Captain Jack Sparrow, and consequently having to save him from his deadly fate, Elizabeth had asked Will to teach her how to handle a sword. She had said she wanted to learn how to hold her own, should she ever come across another pirate, which was true - but she would have been lying if she'd claimed that was the only reason. She and Will had become inseperable over the past months, and with that and her rejection of Commodore James Norrington's marriage proposal, her father had not been very pleased with her, so she decided it would be best to meet with her best friend in private - or at least not tell Governor Swann the full story as to why she was there.

Elizabeth shot him a coy grin. "Mr. Turner, are you implying that you would like to tell my father yourself that we have been engaging in swordfighting lessons amongst other acts of piracy?" She walked over to where Will was sitting and grabbed an eloquent olive-coloured dress off of an otherwise vacant stool. At the moment, she donned an old, loose-fitting ivory cotton shirt with long sleeves and a pair of brown breeches - they had, at one time, been Will's, but he had long since outgrown them and offered them to Elizabeth instead to use for their lessons. "Let me go change." She stole off to the back room - which was more like a closet than a room, really - to change back into her dress.

Will stared at her as she strode off to the back room. Even in men's clothes she was the most stunning human being he had ever seen. He hesitated, then slid off his chair and followed her as she disappeared behind the doorway. He rounded the corner to see her facing opposite of him toward a full-sized mirror, with her eyes closed as she tinkered with the fastener on the small, silver locket around her neck that her father had given her. She was still in his clothes and had dropped the dress to the floor rather carelessly. He inched toward her and gently reached out a hand to place on her shoulder. "Let me help you with that," he murmured; Elizabeth jumped slightly at his touch, gazing up at his reflection in the mirror with her bright, honey-coloured eyes. Will was right behind her now, hand on her shoulder, failing to notice her looking at his reflection... his eyes were focused straight down at her, admiring her beautiful golden hair that fell effortlessly down to her mid-back in golden waves. He liked it better this way - naturally long and wavy, framing her pale face to further accentuate her beauty, rather than stiffly curled and pinned up, every hair in its place.

She turned to face him, her nose just reaching his chin, and tenderly rested a pale, bony hand on his chest. His chocolate-brown eyes met her honey-coloured ones and they shared an unspoken moment of insight into each other's minds. The fear in Will's eyes was evident; his feelings for Elizabeth were no real secret - he had taken the risk all those months ago of telling her he loved her before saving a pirate from a wrongful death. His fear stemmed from the fact that nothing happened immediately after that. When Will stepped between Captain Jack Sparrow and Commodore James Norrington to prevent him from attacking Sparrow, Elizabeth was immediately by his side; but when Sparrow made his escape, leaving Elizabeth and Will alone, she simply pulled him into a long, warm embrace and told him how good of a friend he was. He did not question her feelings, but rather returned to his role as her best and dearest childhood friend, faithfully and ever-patiently staying by her side when she needed him.

She, on the other hand, was entirely unsure how she felt about him. Logically, they were a perfect match. He was chivalrous, handsome, kind, gentle, honest and soft-spoken... his passion and devotion to swordsmanship astounded her. He was very protective of her but never overstepped his boundaries; his infinite patience and unwaivering loyalty for her never failed. In that moment, staring straight past his eyes and into his soul, she realized it: He was too good for her. As the thought crossed her mind, a pang of sadness struck deep in her chest... she was so entirely undeserving of this man, who had so willingly given himself - given everything - up for her.

So when he began to lean in to press his lips against hers, she pulled away, not because she didn't want him, but because she was afraid. Afraid to get any closer to him when her life and her feelings were so unstable. Afraid to drag him into her world with every possibility of him being ripped away from her again. How could she do that to him when she couldn't even give him a straight answer as to how she felt about him? Another brief moment of eye contact... his gaze fell with the sting of rejection, and she felt it, too, because she knew there was a part of her that loved him. That was the part of her that longed to reach out and lay a comforting hand on his cheek, to hug him warmly and tell him everything would be okay. Instead, however, she dropped her wounded gaze to the floor and backed away, cold air filling the space between them. Would he ever get a straight answer from Elizabeth regarding her feelings towards him? No, she decided. I can't let him wait for me to decide what I want. So she would stand back, then, suffer in silence, and let him move on. The thought stung, but she knew it would be for the best... for the man who deserved so much more than her.

They both stood there in silence, bodies inches apart but thoughts miles away, until a loud rap on the door to the shop - a not entirely unwelcome interruption - shook them back into reality. Without a word, Will spun on his heel and started for the door, leaving Elizabeth alone in the back room, the intensity of the moment still lingering. After a moment, she, too, snapped herself out of it and headed after Will, halting several feet away from him as he reached out to open the door.

As soon as Will's hand met the metal doorknob the door flung back towards him, smacking him full-on in the face and causing him to stumble backward into a wooden pole. He didn't have much time to be upset before he found himself surrounded by twelve or more members of the Royal Navy, complete with red coats and black tricorn hats, with their muskets aimed straight towards him. He found Elizabeth struggling to get through the guards until she was at his side, clinging to his arm. He could hear the door open and close again but couldn't see anyone over the guards' heads. Before long, however, the circle of men expanded to accommodate the newest visitor - a man short in stature with a rather large head, complete with a shorter white wig, black tricorne hat, and rich, velvety attire that suggested a position of wealth and power.

The short man centered himself amongst the guards with his hands casually locked behind his back. "William Turner," he said, his voice dark and velvety with a smug undertone. It was a statement, not a question.

Will raised his eyebrows as he felt Elizabeth's grasp on his arm tighten. "Yes?" Will's expression was cold but his mind was filled with worry - whatever the guards were here for, it was not good.

The short man smirked and cast a sideways glance at his guards and nodded very slightly. Four of the men - two on each side of him - strode forward in a single swift movement and grabbed ahold of Will, pulling him away from Elizabeth as she gasped in surprise. The guards fastened metal shackles around Will's wrists with unnecessary roughness, bruising his arms and consequently causing him to wince in pain. "What's going on!?" Elizabeth cried, taking a step toward Will. The short man stepped between them; Elizabeth stepped back as if he were a wildfire threatening to burn her.

"And you must be miss Elizabeth Swann, no other than the governor's daughter." The man was just slightly shorter than Elizabeth. Her eyes narrowed as they locked with the man's dull grey ones. "What's going on?" Elizabeth spoke through clenched teeth now. She intended to sound fearsome with rage but there was a noticeable tremor of fear in her voice.

As the man opened his mouth to speak, two more guests barged in on the scene. The circle of guards expanded and Elizabeth saw Governor Swann, her father, and Commodore Norrington, her ex-fiancée, hastening towards the circle, both noticeably shaken and somewhat damp, suggesting a drizzle of rain had begun to fall. The men didn't get far before two of the guards shifted their muskets to block their path to Elizabeth and Will. Commodore Norrington looked more frightened than anything; Governor Swann was fuming.

"How dare you -" he began, looking over to the man standing between Will and Elizabeth. "Cutler Beckett?" His voice had lost its sense of authority as he spoke the man's name.

"Governor Weatherby Swann, it's been too long," came the man's response, breaking eye contact with Elizabeth to face her father and the commodore. "...And it's Lord Beckett, now, actually."

"Lord or not, you have no reason and no authority to arrest this young man! Stand your men down, Beckett." Swann's fury was evident now; he looked disheveled and shaken, a much different Governor than he'd ever portray in any other situation. Norrington remained silent, shooting a fearful glance at Elizabeth. Lord Beckett gave a short nod to his men, who withdrew their muskets to allow Governor Swann and the commodore to pass.

"Ahh, Commodore Norrington. So good to see you again." Beckett finally turned to address James who was apparently trying to avoid eye contact with him at all costs. "I must express my sincerest gratitude for your aid in the arrest of this man." He wore a cold smirk now, staring James down, who locked eyes with him as terror blanketed his expression. Elizabeth gasped.

"What do you mean, 'aid in the arrest of this man' -?" Elizabeth began as Beckett and Norrington both drew their attention to her. She looked over at James now. "James... what does he mean?" Her tone was a mixture of fear, disbelief and anger as she addressed her ex-fiancée, glowering up at him. He opened his mouth then shut it again, struggling to find words. His expression softened as he looked into the fierce, golden eyes of the girl who had held his heart for so long.

"Oh, you didn't tell her?" Beckett interjected, drawing attention to himself again. "Your friend Norrington here so gratuitously disclosed the whereabouts of Mr. Turner for me, making my job much easier than it might've been." He sneered as James's face went pale; Elizabeth gasped and looked back up at the commodore in astounding disbelief.

"You what!?" She stepped back to place herself by Will's side, intertwining her hand with his as she had done almost a year ago in the defense of Jack Sparrow. This time, however, he was the one in shackles. James remained silent.

"Oh, and while we're at it..." Beckett nodded to his men once more. A few stepped forward and seized Elizabeth, tearing her away from Will, and secured shackles around her pale wrists. Everyone shifted slightly - Will struggled to break free from the guards' grasp on him; Governor Swann gasped and reactively reached for her with one hand; Norrington cried out "No!" and took a step toward her, only to be stopped again by the guards.

"You're arresting me!?" Elizabeth cried out with disbelief.

"On what charges?!" Will bellowed, still struggling to break free of the men's grasps. His eye contact with Elizabeth did not falter.

"Commodore, I again thank you for your help in the arrest of this couple, and trust you not to interfere further," Beckett stated in a low, more serious voice. "You may leave."

"Taking Elizabeth was not part of the bargain!" He yelled as two guards took ahold of his arms and began dragging him toward the door.

"Just good business." Beckett smirked. The door closed shut. Silence.

"What are they charged with? Tell me!" The governor was shouting now as he rounded on Lord Beckett, shaking with fury. Beckett remained quite calm, his arms still crossed behind his back. Ever so slowly, he brought his hands up in front of him, revealing two folded pieces of parchment. He held them up and waved them slightly before handing them rather carelessly over to the governor, who hastily ripped open one of the envelopes and unfolded the official-looking parchment inside. Will and Elizabeth both stood without breathing, waiting to hear their accused crimes.

"The charge...," he began, looking up to cast a glance of disbelief and worry at the couple, "...is conspiring to set free a man convicted of crimes against the crown of England empire and condemned to death, for which the p-" Governor Swann found his voice stuck in his throat as he read through the last line. He read it again. No. They can't do that. They can't -

"For which the punishment, regrettably, is also death." Beckett's lips curled around the last word, forming a content smirk as his eyes travelled between the governor, Elizabeth and Will. Elizabeth's mouth hung open in disbelief; Will's heart sank as the consequences of his actions some months ago hit him.

"Perhaps you remember a certain pirate by the name of Jack Sparrow?" Beckett continued, now facing the couple.

"Captain," they both hissed simultaneously. Any worry or sadness that had been evident in their expressions was replaced with heated anger towards Beckett, who could not seem to care less. "Captain Jack Sparrow," Elizabeth continued, taking advantage of her sudden rush of courage. Her heart fluttered at the mention of him - she had not heard of nor seen the man since he had miraculously escaped from the grasps of the royal navy almost a year ago.

"Ah, yes. Captain Jack Sparrow." Beckett enunciated every syllable, spitting it out as if his name were an unpleasant, undercooked fish he had the misfortune to take a bite out of. "Yes, I thought you might."

And less than twenty-four hours later, in the same men's clothes she was in prior to her arrest, hair a tangled mess and face streaked with dried tears, sat the very same Elizabeth Swann. She didn't know how long she spent curled up in the corner of her cell - minutes, hours, days. But that's where she stayed, unmoving. Unfeeling. Numb.

He was gone. The one person who had always, without exception, stuck faithfully by her side ever since they were children, was gone. She would never get to hug him again, lose herself in his warm and comforting and safe embrace. She'd never get to look into his chocolate brown eyes again, that reflected his pure and kind and gentle soul. She would no longer get a chance to look past his eyes, straight into his soul, and read him like an open book. A wretched thought occured to her: One of the last things she did to him was reject him. He opened his heart up to her, again, and she pushed him away.

Would things have turned out differently had she kissed him back? If she had only known twenty-four hours ago where she would be now, where he would be...

I love you, Will. I love you, I love you, I love you. Please forgive me. Come back. Come back to me, Will... I love you. Anything she said now was irrelevant, but that didn't keep her from admitting to herself what she had known all along - she loved him.

If only that could change anything.

The moments that passed while she was in this state melted together. Left alone with her thoughts, she became a danger to herself. Her heart no longer feared for only herself; it had grown, enveloped another man whom she had loved with all her heart. Will had an appointment with the gallows, as the guard had put it, and Elizabeth had found herself entirely incapable of helping him in the slightest. She tried to conjure up an image of his face in her mind, bright and smiling down at her. The more she tried, however, the more vague and blurry the image of him seemed to become... she had already lost him.

Suddenly, another face popped into her head - the face of the one and only Captain Jack Sparrow. She had heard nothing of him since she saw him join his crew on the Black Pearl after evading his own appointment with the gallows. At night she often found herself lying in bed, wondering what ever became of the pirate. She would be lying, too, if she claimed she did not miss him. He was an adventure. He was everything Elizabeth had been denied her entire life. Unlike Will, no one could ever be sure of Jack's real intentions - he was not an open book waiting to be read but a man who could pick and choose what sides of him he wanted you to see. He was built up as a legend, the infamous Captain Jack Sparrow, and no one but Jack himself would ever know the truth behind the tales told about him. Elizabeth found him intriguing, and now found herself worrying for his safety - after getting a glimpse inside his world, the Jack she'd come to know and love was a good man, a brave fighter, and a clever negotiator. She also knew that he did not deserve to die. Two men whose fates had been intertwined with hers... and were now being ripped away from her just as quickly. What could she do but sit back and watch it all happen before her eyes?

At that moment, her ears picked up the distant sound of hurried footsteps heading toward her. She leapt to her feet and tried to compose herself, wiping away the tears from her cheeks - she didn't want anyone to see her in the state she was in. The footsteps swiftly descended the cement staircase that led to the corridor - it was pitch black and there was no source of light coming from upstairs, which led Elizabeth to believe it was nighttime. Her visitor held no candle, either, so his features were nothing but a silhouette in the dark.

"Elizabeth," the visitor breathed, grasping the bars of the cell, looking down at her. She met his terrified gaze, recognizing him at once as Commodore Norrington.

"James! What are you -?" she exclaimed - her excitement at seeing him was quickly overcome by hatred, a black flame engulfing her entire body as she recalled why she and Will had been captured in the first place. "You shouldn't be here," she spat. Her voice had turned low and venomous.

"Elizabeth - please - there's no time." Norrington winced as she flung various insults and curse words at him, then grabbed her by the wrist and pulled her out of the cell. Elizabeth struggled to break free.

"You - killed - my - best - friend!" She cried in between taking swings at his head. He narrowly missed her unforgiving blows, knowing full well he deserved it, but also knowing there were more important things at hand. He kept a firm grasp around her petite wrists, pulling her with him as he climbed back up the stairs and into the foggy night.

"You have to get out of here. I've set up for your escape on a merchant vessel, The Victory. They leave very shortly. Do not tell anyone who you are." He spoke in a low, urgent tone, dragging Elizabeth through the moonlit streets of Port Royale until they eventually reached the dock.

"James! Let - me - go!" She screamed in whispers, infuriated with him but also understanding the intensity of the situation, knowing neither of them could get caught. Finally, when they reached The Victory, Norrington let go of her wrists, which she hastily pulled away from him and down to her sides. He placed both of his hands on her shoulders, forcing her to look at him.

"Elizabeth, please -"

"Why did you turn us in? Why would you give Beckett our location knowing he was out to arrest us?" Behind them, several crew members were taking orders from the captain, loading boxes of cargo. Norrington kept glancing over at them impatiently, but Elizabeth kept her eyes on James, waiting for him to speak.

"No - I never intended -"

"Never intended what? For me to get arrested along with Will? But you were more than happy to dispose of him, right?" Her harsh words were like daggers in his heart.

"I - I told him not to hurt you... either of you -"

"And you didn't think that I would be hurt when the single most important person in my life was ripped away from me!?" She shook his hands off of her. Her honey-coloured eyes were now watery with betrayal and disbelief. "How could you?"

"Elizabeth, I'm sorry. I never meant for this to happen. But you have to listen to me." The commodore paused, waiting for Elizabeth to interrupt him with insults and accusations, but she remained silent. "Lord Beckett is a ruthless man. He did not hesitate to kill Will and he will not hesitate to kill you." Elizabeth's face hardened and her eyes narrowed.

"What about my father?" she asked.

"Safe. Beckett is after Jack Sparrow and will waste no time with people who aren't valuable to him in the slightest." At this, Elizabeth looked slightly confused... the commodore opened his mouth to explain further but halted when he noticed the Victory preparing to make sail.

"Elizabeth - you must go now. Stay off land or he will find you. Tell no one who you are." In one fluid motion, James took off the plain, black tricorne hat from his head and handed it to Elizabeth, then gently rested a hand on her smooth cheek; a tear fell down her porcelain skin and collided with his hand. "Goodbye."

With one last brief moment of eye contact, James took a step backward, opened his mouth to say something, decided against it, and then hastened off in the other direction, back into Port Royale, where there was every possibility of Lord Beckett finding out what he'd done at any time.

Elizabeth turned to face the Victory, then looked down at the hat she now held... Very suitable for a pirate, she thought. She gathered her hair roughly at the top of her head and placed the hat on top of it, hiding it from view... she could only hope she'd be able to pass as a young lad, because after all, it's frightful bad luck to have a woman aboard. Elizabeth smiled inwardly as she thought of Mr. Gibbs, then turned back one more time to get a glimpse of Port Royale - somewhere, there were children sound asleep, safe in their home; somewhere, two lovers were enjoying each other's company; somewhere, Will Turner was either being questioned or being hanged... was it true that he could actually simply be dead, as James had implied? Could he still be alive? Elizabeth took hold of the silver locket that hung around her neck, the only thing that now connected her to Port Royale, and hustled off to help carry the last few boxes of cargo onto the ship. With the ship's departure, a newfound determination manifested inside Elizabeth - she would come back. She would find out what happened to Will. She would assure her father's safety. And she would not let Lord Beckett kill Jack Sparrow. She would not let him win.