Notes:

1. This part of the story takes place two years before the majority will. it serves mainly as backstory and as to contrast with later ones. You should see what I mean later...

2. This really has little to do with the actual plot of POTC. I'm just borrowing the characters and a few concepts and placing them in a contemporary, realistic setting. Out of characterness may occur as I may manipulating the them to fit in my storyline.

3. This is my first POTC fanfiction.

4. I promise this will eventually turn into WillxLiz though it may take some time.

Reviews are very much aprrieciated

Prologue

'Who is that kid?" I asked, tugging on the sleeve of my best friend Kayla's shirt. She shrugged.

"Never seen 'um before in my whole life."

"You sure he wasn't in one of our classes last semester? He looks awfully familiar."

"Lizzie, that is definitely not a face I would easily forget…" Kayla's eyes were on the ground. She never had to tell me, I knew she was shy simply from her actions.

I took another peek at the boy who had just walked directly in front of us. Granted he was adorable but that was not the whole reason my eyes had caught him.

"Bus," Kayla stated. I followed her up the stairs onto the school bus that had pulled up while I was lost in thought, clutching the railing all the way up. I was clumsy enough when I focused; I was not going to take any chances now. We slid into the second row. Someone kicked our seat. Kayla huddled against the window. I just rolled my eyes. People were so rude- I tried my best to never let it bother me. The bus rolled a few blocks down before stopping to pick the next batch of kids up. Amongst the pack that filed in was the boy I recognized.

"Kayla, look it's him," I grabbed her hand to get her attention. She didn't say anything. The boy watched me out of the corner of his eye as he passed by. Maybe he felt it too- deja vu. I exhaled. He had gone to back of the bus. I would have to hurry and be the first one off so I wouldn't get that feeling again. My feelings usually lead to me making a fool of myself. Kayla was reading. I looked over her hand so I too could the words. The ride to school was that boring.

Winter break, as always, had passed too quickly. I could have gone for more time away from this place, but there was such luck in the world. Although I had only been in high school for a single semester, I already resented this place. I just did not fit in. I was not really an outcast or anything, but I was smart, quiet, and socially awkward. Last semester I was constantly reminding myself that I was here to learn- not make friends. I would not have had a brighter outcome about this semester had a teacher not suggested I go out for the track team. I was tall and thin with long legs- supposedly perfect for running. I could neither confirm nor deny that since I had never participated in any sport, but I was willing to give it a shot. It was not like I had a life I would be sacrificing. Usually when I got home after school, I would blow the day either playing video games or on my computer.

"My first class is upstairs so I need to take off. See you later, Liz." Kayla was half way down the hall before I realized the bell had rung and we were to be heading to class.

"Wait I switched so I'm going with you." Kayla smiled. When you have friend in class with you, school suddenly becomes less of a chore. We passed by a few people we knew but none said anything. Typical, deny you know the nerds. Come finals we would see who suddenly got friendly.

As odd as it may seem, I enjoyed having geometry first hour. It seemed right to start the day with numbers and formulas as if once you had that knowledge in your brain you could bring order to anything. Even after everyone had come, the class was mostly empty. I guess most students did not share my view. The teacher went right into the lesson. He knew us all from last semester and on the first day of school had told us everything that we would learn the whole year- definitely the no nonsense kind of teacher which I did not mind. I came to class to learn not be entertained. Though to me math was entertaining…

"Welcome to the class, Will" I looked up. I knew the names of everyone in the class and none had that one. I gasped and dropped my pencil. It was him again. I suddenly felt like the main character of every teenage love story I ever read. I rolled my eyes at the thought. Hopefully, I had not sunk that low in creativity. He talked rather loudly and I was in the front row so I couldn't help overhear the conversation he was having with the teacher.

"….We just moved back out here. And let me tell you I'm glad. I missed the sea- not that there is anything wrong with cornfields but give me the open water anytime…" Will smiled as he talked. The teacher agreed politely. I could tell he wanted to start class five minutes ago, but Will was either really friendly or clueless. He must be a sophomore since he did not seem smart enough to test into geometry as a freshman. He shuffled to his seat on the end of the row I sat in. Great, he was in my range of view.

"Hello!" Will greeted the students immediately near him. What did he have to be so happy about on the first day of second semester. The teacher tapped his marker on the ledge of the board. Talkative people never did well in this class.

"Could you have made it any more obvious you were watching him?" We were on our way to our lockers to get our books for the next class. "Don't get your hopes up. I'm sure he wouldn't even look at us."

"I never said I like him. I've seen him before…" I had to be right. If only I was not so bad talking to guys, I would go and confirm it. Anyway, I did not bother pointing out that he had already looked at me earlier on the bus.

I didn't see Will again until lunch. He was standing alone in the middle of a crowd his eyes resembling those of a lost puppy. I pitied him- on the my first day here I had been in the same place. I classified him as the type that could easily make friends so I did not dwell. Me on the other hand…I had eaten alone the first month.

"Your new friend is over there." Kayla nudged me but didn't look at him for more than a second. I nodded. We had to walk past him to get to our favorite table in the back of the room. Why did I fear that would be the longest hundred feet I'd walk all day? I stuffed my hands in my pockets and struck up a conversation about how they painted the lunchroom over break.

"Um hey Liz…I'm newish and I sort of lost my you direct me as to where the 400 building is. My locker is there and I kind of want to dump some stuff." Will's words were hurried. I could tell he was suppressing a laugh.

I stopped dead in my tracks and gave Will my best deer in the headlights impression. "My name…" I paused because I realized how dumb that sounded. It was very unlikely but possible he had somehow learned my name in the five hours we had known each other. Neither the teacher nor I had said my name first hour and I wasn't exactly a popular topic of conversation around here. Will opened his mouth and sucked air in through his teeth.

"So sorry, you just really look like someone I used to know. Her name was Liz so I just made the connection subconsciously. I'm Will and as you probably heard this is my first day. I don't want to admit it but I'm slightly lost."

I giggled at his honesty. "Will…" We were still standing in the middle of the lunchroom. Mostly everyone else had found a table so a few eyed the odd ones left on their feet.

"Yeah?" My laughter had caught him off guard. He was suddenly fascinated with the strap on his backpack.

"It's nothing. Just a coincidence, I'm sure."

"Coincidence? I don't really believe in those…"

"Well, my name is Elizabeth. No one really calls me Liz anymore though…"

"Sorry again, Elizabeth."

"No….I mean wait….you can call me Liz…just…"

"You know, you really look different."

That got my attention. He grinned so widely I could see the white of his teeth.

"Of everything I was hoping to run into when I moved back you were atop my list. I can't believe it took me so long to recognize you. But you do look different." The way he repeated the word different scared me more than what he said. I scanned my memories- attempting to remember Will. When it hit me, I wanted to crawl under a table. I looked up at him wide-eyed.

"Yeah that Will." He shook his head. "Really Liz I'm disappointed in you. I used to count on your memory. Without it we would have been lost at the beach so many times…Hey, do you recall that one time we were looking in that tide pool and a torrential downpour came out of nowhere?"

"That bent tree saved us…"

"You wouldn't happen to still collect starfish would you?"

"Meh…almost…kinda of…" I no longer actively searched for them, but I would never give away or sell my collection for anything. In my youth, I had scoured the beach day and night for those things. I had only fond thoughts from those days. I hardly went to the beach for any reason other than having to cross it to get somewhere else.

"Oh, don't lose that whatever you do. I mean that represents all those days we played together." He winked. I felt as if someone had dug a hole straight down into my chest. I bit at my lip so I would not cry. Will was at ease talking to me, he must have found me insane struggling to string words. My growling stomach saved me. Will glanced down at his watch.

"Wow, I think lunch is almost half over. Once again sorry. I'll just wander for a bit until I look hopeless enough for someone to help me." Will took off before I could stop him. I would have shown him around. I would have liked that. Kayla tilted her head at me. I had to admit I had forgotten her presence. I'm sure she wanted an explanation. Though Kayla was my closest friend, I had not really told her anything about my life before we met. It wasn't a lack of trust- more like I couldn't put words to it. I was not the same girl I had been the summer Will and I had hung out at the beach. I found it simple- I didn't need to tell anyone my life story to get that point across. I sat down on the bench and got out my lunch. I didn't say anything and I wished she wouldn't but I knew she would. Had I been in her shoes I sure would have…

"So…what was that about?"

I bit into my sandwich, putting of my inevitable answer. "…..As I said before, he is an old friend."

"Really you never mentioned him before…"

"Yeah umm…you know it was some time ago …" For a few years after Will moved I missed him something fierce then other forces in my life conspired to make me forget that time. That year was like a dream and I had woken up.

"You sure that is all?" Kayla was not usually this pushy. There was a chance she sensed I was trying to hide something, but she was not that astute about feelings.

"Don't worry about it. I'm not…"

As it turned out, Will was in my last two classes. He was thrilled; I was impartial. Once he met more people, he would not give me another thought.

"So you still live in that same house?" Will asked. The teacher had given the class the remainder of the period to get reacquainted after break. I shook my head and made a big deal out of placing my binder in my bag.

"After my mother left we moved…" Only Will heard that.

"Wait what…no…"

"Yes, the spring after you left my mother did the same. We only got a note saying she needed more."

"Liz, I'm so sorry. I really did not know. I wanted to write you but my own mother didn't want anyone knowing where we lived. It got really lonely growing up on a farm."

"Don't sweat it since our address changed it may not even have reached me."

"I've always considered this place my hometown despite not having been born here. I was ecstatic when Mom finally understood hiding out wouldn't make our problems go away."

I had only met Will's mother a few times- well the woman who had adopted him. We had hung around my home; now that I thought about it I do not think I had ever been to his place.

Back when I was in fourth grade, my parents and I lived in a small house overlooking the sea. My father was in charge of port, which was a very time consuming job. My mother stayed home with me all day. It was a pleasant life since I was far too naïve to read the writing on the wall. I spent most of my time playing on the beach- dreaming of sailing to far away places. It was that year fate brought Will and I together. Someone had reported a shipwreck a few miles up the coast. My father immediately sent out the rescue boats to investigate. I ,of course, had not seen the exact site scene of the incident but I over heard conversations my dad had with other officials and from the news that it was a real disaster. There was only one survivor- a boy. The police struggled to get any information about the wreck out of him that they could but he never said anything. It wasn't out of malicious intent- on the contrary the doctors deduced that he had probably lost his memory in the trauma. Father brought him home for dinner one night, hoping I might be able to help the boy since we were the same age. Before he arrived, I had been terrified. What could I possibly say to someone in his place? But as soon as Father introduced us on the back porch, I knew we would be great friends. Will loved the sea as I did. That common ground motivated the many adventures we embarked on that summer. It would be a lie to say he was not the best friend I had ever had. The third week of fifth grade he disappeared. Father said the woman who had adopted him had found a better job. I was an expert on the sea and that sounded fishy. Regardless of the cause, Will was gone and it was all down hill from there…

"So you're here to stay?" My voice was too hopeful- even if Will was here I'm sure he wouldn't be with me.

"That I am" The bell rang. I jumped up.

"I'll see you tomorrow." I exclaimed as I headed to the door.

"Wait Liz hey…that is all you're going to say. I mean five year and I don't even get a hug."

"I'm not really the touchy feely type…" His eyes, which had been bright all day, looked sad.

"Oh then…we should hang out sometime. I'm busy after school most of the time, but I could fit an old friend in."

I nodded. I knew we would never get together outside of class. He would meet the other students; they would talk, and Will would find better friends. No one stuck around me too long. "I'm actually in track so I have to hurry for the first day and all…"

"Oh really, you're not one of those people are you?" Why would he be upset when I told him I was in a sport? Anyone else would find that attractive….

"What people?"

"Silly Liz, I'm glad you haven't lost your innocence." He patted me on the shoulder.

"Will…" I mouthed. I stood there with my hand where he touched me.

"If you really want to be in track you should go. Make sure that is what you want." Kayla once again pulled me back to reality.

"Yeah I do. Oh, right. Later Kayla." I waved. She gave me a look. She disapproved of my decision. I had asked her to join with me but she was far from the athletic type.

The teacher who suggested I join the team was the coach. She smiled when I arrived and suggested I introduce myself to the rest of the girls. I entered the locker room and about a dozen heads turned to me. I debated running out. I knew some of these girls and they were certainly not friends.

"Hello, are you lost. This is the track locker room. We run not read. Should we escort you to the library?" A girl with long blonde hair and a perfect tan who was most likely the captain said. Was this what Will meant when he said "those people?"

"I'm joining the team." It took every ounce of courage in my body to even whisper that. A few laughed but most smirked.

"Welcome then…" She didn't know my name. I imagined the voice of the villain in my favorite RPG would sound similar to her.

"Elizabeth…Elizabeth Swann." I said my name for them.

The coach screamed for us to hurry so the team forgot about me for the moment. I quickly changed into shorts and a t-shirt. I may not be the same person Will remembered me as, but I would never be like these girls. I would show them. The coach had asked me here because she felt I had potential. Those girls would learn not to mock me when they saw what I could do.

Any thoughts? Approve? Disapprove? Nuetral? I'd be thrilled to hear.