Bill slumped into an empty corner of the ship, his downcast expression focused on watching the darkness of nighttime slow seep over the ship. A rebellious cloud was beginning to envelope the moon overhead, and he watched as slowly the Flying Dutchman slipped into total darkness.

It was times like this where Bill found it hardest to find peace or solace, when there was nothing to be done and he was left alone to his own thoughts. Lately, those thoughts were beginning to grow darker as well, beginning to change and distort just as his physical appearance was. Memories that had been precious to him all these years were beginning to fade, and he was beginning to forget who he was before all this had happened. The only remembrances that remained strong within his mind were only the painful times, of the betrayal on board the Black Pearl, of Barbossa's choice of punishment for him…and the feeling of having his soul taken from him…

Bill clenched his face in his hand, his flesh feeling as though it were burning as his transformation entered into some of the final stages. It wouldn't be much longer before there wasn't a trace of his human appearance left, and then there would be no hope…

"When will you realize that all hope has been lost?" the voice of the Captain startled him to say the least; he'd thought he was alone. He didn't look up towards Davy Jones, who was standing a few feet away and looking down at him apathetically. "Did you ever truly believe that this kind of life would really give you another chance to be a father to your son? That you would somehow get back whatever life you had before you surrendered yourself to the sea, and your soul to me…?"

Bill opened his mouth to say something, but for a moment nothing came out. "No…it was only a pipe dream, but it was something…it was better than giving up…"

"This isn't about giving up, it's about giving in…you've lasted the longest among any of the crewmembers I've taken board this ship. Most lose their sanity and shed their humanity within a few weeks, but you…you've held out like this for all this time…" the Captain began to pace in a semi-circle around him, and Bill couldn't help but feel as though Davy Jones's very words were slowly robbing him of the little resistance he had left.

"Just because you gave in, doesn't mean I have to…" Bill said, and the Captain glared down at him with a burning expression.

"You swore yourself into my service, which means whatever it is you're clinging to now is interfering with that promise. If you'd rather die and become a midnight feast for the Kraken, I can always have that arranged…"

"No!" Bill looked up at him, his expression somewhere between pleading and saddened. "After all I've been through…to end my life now, after all I've been through all these years…I can't…"

Davy Jone's mouth curled into a faint smirk. "You fear a lot for having been a pirate, Bootstrap Bill…but then, most mortal men are afraid of dying…and of many other things, like being alone…just like where you were when I found your undead carcass under the sea…I can still remember that…"

Bill's breathing shook as he closed his eyes and gritted his teeth. He didn't want to remember that…of all things…

"Yes, your skeletal remains just wafting in the undercurrent of the ocean, down where it was dark but the moonlight still cut through enough to reveal the awful curse you and the rest of the Black Pearl's crew had brought on yourselves…" Davy Jones said, and Bill just sat there, attempting to repress the memories he knew the Captain was attempting to dredge up. "I must have been awful, being down there in the cold and the endless darkness around you…and yet, still having enough light to see what you've become…"

"Why are you saying this?" it came out as a hiss, but one of both sadness and anger. "I know of the mistakes I've made and the trials I've faced…why do you plague me with having to remember them again and again…"

"Because they're all that's keeping you from being a true member of my crew, and I'm tired of watching you wallow in the sadness that once gripped you…" Bill could smell the odor of dank smoke as the Captain lit his pipe and took a deep breath from it. "You need to realize that what I've given you is an escape from all that, a chance to start this damned thing we call life over again…"

"And as this, something so completely inhuman…" Bill winced as he felt his skin beginning to crawl as the alterations continued slowly and painfully. "Just how will becoming as monstrous as everyone else on board help me…?"

"Think of it, Bill…" the Captain looked down at him with a domineering gaze. "What's there left for you to regain of your old life? Your son? He won't even recognize you like this, nor will he want to remember a father that all but abandoned him…"

Bill was about to argue, but then a terrible pain settled in when he realized that what the Captain was saying…was true. He had abandoned Will, as well as his child's mother, all for this life of piracy that had brought him here. His words of protest withered as they were about to come out, and he just hung his head.

"There is nothing left for you outside of this ship, and the waters I command…" Davy Jones said, his voice becoming a bit softer, but not in any sort of comforting way. "It's time for you to let go, to shed these illusions of hope and regaining humanity…what's really so promising about being human again anyways? It's obvious even if you weren't this way…you wouldn't be able to have any of the life you had before…"

It was these words that changed everything in Bill, that tore away the last few strands of his resistance against the second curse he had brought upon himself. A sudden cold came over him, like a shroud or some sort of entity that had entered into him, but it was far more welcoming than the cold he'd felt before he'd been discovered. The pain and agony he'd always experienced suddenly vanished as his ravaged body accepted finally what was happening to it and relaxed, allowing the growths to sprout and his form to alter without resistance anymore.

Davy Jones's usual smirk slowly slid back onto his face as he took another deep breath from the pipe and the smoke spewed from the openings to both sides of his mouth. "There, now your transformation will be complete in a matter of days, and you can live without the pain you did before…" he spoke as though what he'd convinced Bill had been of a merciful nature, when in reality it was anything but this. Bill just nodded, his gaze still downtrodden, but he lacked the constant look of sorrow that it had been frozen as for so long.

The Captain turned and began to leave the room, his gaze becoming angered slightly once more as he walked out into the faint moonlight outside. "Now if I can just get that damned woman to succumb…"