Disclaimer: I don't own any of the Pirates of the Caribbean characters. Oh and at the end, System of a down wrote the lyrics to the song Lonely Day. I didn't put the whole song, but I put a fitting part… well that's what I think.

What was it, in your eyes, in that final kiss? I saw it there; did you really think I would miss it? It was there: passion. The word alone frightens me. Especially when it it's used about you, and someone other then me. We were engaged doesn't that mean anything to you? Do you really want to be with him? Well you can't now he's gone.

Gone, vanished, disappeared, not here. The words are simple and mean the same thing. Elizabeth, if you really loved him, why are you engaged to me? Will. Now searching for him, the one you kissed, with such passion alone I stand here and wait.

Wait, linger, remain, stay. Also such simple words. If you loved him you wouldn't have left him. But I can't dwell on the past without knowing. Did you really love him? I need to know, so my life can flourish again.

But time is running out, and I don't want to wait much longer, my heart can't take another beating, I wish I could wait, but I can't. Don't you see, the way your killing me? It hurts, not knowing the truth. The pain can be too much, but now… I'm lost.

I've broken promises, and you have too, but you have to see, the way you're killing me. It burns, and eats away at my insides. Listen to you heart, it should tell you the way, but now, we have to look for Jack, you know you want him back.

Don't deny it you had feeling for him, didn't you?

Don't deny it you liked that last kiss.

Don't deny it you didn't want to leave the pearl and Jack.

Don't deny it you wanted to turn back… but you couldn't.

Don't deny it you had feelings for the both of us.

Now I'm standing here waiting in your doorway. I've been standing here since we met, and I don't know if I can take this torment much longer. I've been here for so long; in the shadows of better suitors for you. But now I'm the suitor, and you seem to have feeling for Jack.

I'm lost and confused.

Tell me why, Elizabeth.

Why him?

Why the kiss?

Why break my heart?

But I'm not going to let you go, I'll fight for you, and if needed I'll die for you.

But now I'll wait here in the shadows…Again…

Such a lonely day, and it's mine, the most loneliest day of my life.

And if you go….

…I want to go with you…

…and if you die…

…I want to die with you….

Take your hand and walk away…

A/n: Well those were my thoughts on what Will was thinking, during and after the kiss scene. Sigh I hate Elizabeth for that.