Disclaimer: POTC is not mine. I don't make money off of this...I just fantasize...:)

AN: I know…this isn't DMC compliant. I've still mixed feelings about the sequel so I choose to pretend it doesn't exist in my AU fan fiction world…

I love my Pru story, but for some reason I couldn't get this one out of my head and I couldn't even start on my Groves story until I wrote this one!. It just seemed like something James would do. He would have a friend that he'd known for years and never once consider her in a romantic light, while meanwhile, said girl is completely in love with him.

Chapter 1

My name is Gwendolyn Speares. I was born in England in a small country town. My father was a country squire of little to no renown and my mother was merely the daughter of a wealthy family. My past is really not remarkable in any way.

But to understand my story, you must understand the story of James Norrington. He was a close friend of my brother John's and being the annoying younger sister I was, I often insisted on accompanying them as they played. Therefore, instead of tea parties, I learned the art of fencing and heard tales of great naval battles.

Then one day, James Norrington left us. He didn't pass on or anything dreadful; he merely joined the Royal Navy, as his status as a younger son dictated. It was many months before I saw him again. Oh, he looked smart in his uniform and I simply melted in girlish delight. I was fourteen at the time and felt myself quite the woman.

Even then, I knew I loved him and would only love him. Perhaps at the time it was merely infatuation and my girlish fantasies labeled it love. But, oh, how deperately I cared for him, even then. He didn't notice me at all. Indeed, he still regarded me as the annoying younger sister as he always had. We'd really not had much time to get reacquainted before he was gone, my heart with him.

It wasn't all bad. I'm not the lovesick girl I'm sure I appeared to be. I accustomed myself to a varied life and hardly thought of him at all, save when John mentioned his adventures on the open sea. I convinced myself that I may have been born for him, but he clearly was born for someone else.

A few years passed. I got presented to society when I was sixteen, but few suitors came my way. I was a wallflower, shy and awkward. Perhaps it was for the best. I wouldn't feel right in marrying someone with no hope that I'd ever love him. And so I got used to the fact that spinsterhood was clearly in my future as I reached the age of 23.

Then my parents died in a carriage accident. That left my brother with all the debts of my father and the responsibility for me. It was decided that John would sell all of our holdings in England and we would move to Port Royal, in the Caribbean. John did his best to comfort me.

"James is stationed in Port Royal. You remember him, right?" he asked with a loving smile.

John was always rather dense when it came to some matters. In this case I was glad of it, for it made things easier to conceal when I finally saw James Norrington after all these years.

We arrived in Port Royal and settled into the small plantation. John was delighted as it seemed our fortunes could indeed be reversed. I contented myself with the usual jobs of overseeing the household staff, selecting the menu for dinner, and other such actions. Bless him, John never even mentioned my going out in society. He knew by now that I hated it.

Until one day over supper, he casually remarked, "Arrange for a particularly good dinner. I've invited Norrington to sup with us tomorrow."

My fork paused halfway to my mouth. Trying to regain my composure, I smiled. "Oh? How wonderful."

I was a nervous wreck the whole next day. I changed the menu at least three times until cook was completely vexed with me.

I spent at least an hour on deciding what to wear. And, as I was doing all this, I was mentally preparing myself to act with decorum, grace, and above all, never let either of them know how I feel. I even managed to convince myself that I felt nothing but friendship and fondness for James.

I was wrong. I knew it the moment I came down the stairs, clad in a dark purple gown. His eyes looked straight into mine as they changed from politeness to surprise.

He walked quickly to the stair to help me down the last few. "Is this really our Gwen…I mean Miss Speares?" he breathed in surprise.

"Please, it seems rather silly to be so formal. Call me Gwen…at least when you're around my brother and I."

"It wouldn't be proper…" James began.

"That's what you said when I wanted to try fencing…but I did it anyway. Therefore, I insist."

"Don't remind me. I taught you so well that you beat me as often as I defeated you!" he exclaimed as he escorted me to the table.

Over the course of dinner, it appeared that our friendship would take up exactly where it left off. Perhaps it was a consolation prize of sorts.

It was then that he announced his coming promotion. How proud he was to be one of the youngest Commodores in naval history. John and I both heartily congratulated him. No one was more deserving of a promotion. John had always pegged him to be a fine commander.

As the evening wound down, James asked John for permission to speak to me on a private matter.

"I am in need of advice, Gwen."

"I will supply it I am able." I smiled.

"How do you propose to a woman you've known for quite awhile but have never approached with your feelings?" he asked nervously.

My heart stilled and my breath stopped for a moment before both resumed with great speed and force.

"Am I to understand?"

"That I wish to marry? Yes, this promotion has brought me to see that I lack one essential thing to make my life complete. A wife and a family…"

"Go on." I urged. Could it be that my dreams might finally be fulfilled?

"I was wondering if I could rehearse my proposal to Miss Swann with you."

Shock. Complete Shock.

"Let me make sure I understand you…You want me to pretend to be the Governor's daughter so you can practice proposing to her?" I asked in disbelief.

"Yes."

"I don't think that's appropriate." I had to get away. Now. Preferably before I could bash his head in.

"You just said earlier that we don't have to stand on ceremony and you're the only one I could ask to do this. I can't go to Miss Swann unprepared. I'm nervous enough as it is. Please, will you do this?"

I sighed.

"If it will make you happy, I suppose I must."

"Excellent. I'll be back tomorrow at two." He kissed my hand and left. I ran to my room to be alone in order to resign myself to the inevitable.

I always knew that he'd take a wife. But it wasn't until that very moment that it became a reality did I realize that there would always be a small hope that he'd notice me as a woman rather than a sister…And now, even that's gone…

Surely, I am strong enough to move on…I am not some poor ninny who's happiness depends solely on a man...

The next day came and in the afternoon, James arrived promptly when he said he would. I wanted to get his over with as quickly as possible.

"Well, let's get down to it, shall we?" I resolutely asked him.

He cleared his throat. "Miss Swann…"

I nodded. "Commodore."

"May I have a word with you?"

"Of course."

I will not record here his proposal. Suffice it to say, it was proper, stuffy, and entirely James. Being the fact he never requested editing, I allowed his version to go on. After all, would it really be such a crime to have it be such a bad proposal that Miss Swann would refuse? It's evil, I know, but James is a big boy. If he can't take care of proposing to the woman he wants to marry, I certainly can't take care of it for him.

And that is the story of James Norrington up until today. I am to attend his promotion ceremony shortly. He confided in me that he is to propose to Miss Swann afterward...