A/N: Ok folks here's chapter two!! Please remember to review!!

Disclaimer: Sadly we don't own P.O.T.C.

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Will flew on top of Elizabeth causing them both to slam onto the floor as the whistling of a cannon balls grew louder. It came crashing into the cement above their heads. Will flung his arms over Elizabeth's head as pieces of the building came crashing around them.

When the pieces came to a rest, everything was silent. No one spoke, and there didn't seem to be a sign of movement around them.

"Will?" Elizabeth's voice was trembling, "Are you all right?"

"Yes are you?"

"Yes, yes I'm fine."

Will climbed off of her and heaved her to her feet. As they rose to peer out over the tower, the outside noise hit them. It was as if someone had suddenly banged a gong in their ear. Everyone was screaming, young children were crying. As Will squinted out into the dark waters, he saw something that made him stumble backwards.

"Will?" Elizabeth asked cautiously.

"It's the Flying Dutchman." As soon as those words left his lips a cannon hit somewhere close by.

"This is all too familiar." Elizabeth said, and when Will gave her a curious look, she said softly, "Barbossa."

He looked out onto the wreckage below as another cannon ball came flying into shore.

"Yes, only no one is taking you this time."

Elizabeth managed to smile at Will's comment, "Not while you're here."

"COME ON YOU SCALLYWAGS, I WANT MOVEMENT!" Jack's voice screamed.

Will grabbed Elizabeth's hand and ran in the direction of Jack's voice.

When they were close enough Will called out to him, "Jack! We need to get to the Pearl!"

Jack gave a quick nod, and began shouting new orders to his men, while Commodore Norrington was shouting his, "Get down to the ships! Do not let them set foot in the port!"

Soon the panic ceased, and both pirates and soldiers ran to the ships with Will among them. Elizabeth followed close behind, but Commodore Norrington stood in her way.

"James move!" She demanded.

"Elizabeth go with your father and lock yourselves in my office." Norrington commanded.

"NO!" Elizabeth shrieked, and pushed him out of the way.

"Miss Swan if you-"

It's Miss Turner!" Elizabeth spat.

"Miss Turner if you do not comply with my orders I will have you moved by force!" Norrington threatened.

Elizabeth narrowed her eyes, "I can fight just as well as any man out there!"

"I don't care if you're the best sword fighter in the Caribbean. GET IN MY OFFICE!"

With that he spun around and took off towards the edge of the water. Elizabeth hesitated for a moment, and then followed him until she reached the crowd of people watching as creatures docked and leaped off their ships.

"GET BACK!" Will shouted at the creatures that made their way onto the shore.

"MAN THE GUNS!" Gibbs voice called out above the clanging of swords, and gun fire.

Elizabeth soon engaged herself in a fight with one of Davey Jones' men.

"And what's a pretty little thing like you doing out here?" The creature teased licking its lips.

Elizabeth swung her fist at its face causing the creatures head to snap back with an unpleasant crack, "Because you ruined my wedding."

"ELIZABETH!"

Elizabeth swung around to find out who shouted her name.

"I told you to lock yourself in my office!" Norrington exclaimed, outraged.

"Well too late for that now." She responded about to fling herself back into battle when Norrington's hand seized her arm.

"Let go of me!" Elizabeth cried out.

"Elizabeth I warned you that if you didn't obey my orders I would have to move you by force." Norrington said sternly.

"Oi! Oi! NO, NO!"

Both Norrington and Elizabeth heard a familiar voice call out. When they both turned they saw something that would've made them laugh if the situation wasn't so serious.

It was Jack getting carried away by Davey Jones' crew.

"Not me! You're suppose to kidnap that one!" Jack said pointing at Elizabeth.

The grimy creatures snarled and heaved him into the air. Jack squirmed and kicked up his legs.

"He looks like a cockroach that's been knocked over on his back." Norrington noted in bewilderment.

Elizabeth nodded unblinkingly, "We should go help."

"Yes, yes let's go."

They ran towards Davey Jones' men, when a few emerged, blocking their way.

Elizabeth drew her sword and advanced, "Get out of my way, or else I'll cut you to pieces." Elizabeth threatened.

"The group of miscreants snickered at her threat. Enraged Elizabeth thrust her sword into the stomach of the closest miscreant. He groaned, and fell to the ground.

"Elizabeth go!" Norrington shouted, "I'll take care of them."

Without a moments delay Elizabeth ran towards Jack, who was still struggling.

"Let go of me!" Jack hollered, "Why doesn't Davey Jones go find himself a bonnie lass to kidnap."

The cluster of miscreants gave him an incredulous look.

"Didn't cha know the Captain's out for revenge?!" Once of the creatures holding him hissed.

Jack felt the color drain from his face, he forgot about that, "I WANT MY JAR OF DIRT!" He wailed.

The group of miscreants just laughed, and hauled Jack aboard the Flying Dutchman.

"JACK!" Elizabeth screamed sprinting towards the ship which was dislodging itself from the port.

"I WANT MY JAR OF DIRT!" She heard Jack cry out again.

"JACK!" Elizabeth continued to scream his name until the ship was out of range. She cried out in frustration, and threw her sword to the ground.

Jack always saved her from everything, just for once, couldn't she be the hero and not the damsel?

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A/N: Well there you go chapter 2. Please, please, please review!!! Jennifer and Lilly.