Disclaimer: I don't own any of the characters from Pirates of the Caribbean.

Elizabeth woke to a splitting headache and a drunken pirate snoring in her ear. She frantically glanced down at herself, making certain her clothes were still intact. Recalling the events from the previous night, she felt silly for her initial panic. The only one sleeping through any potential 'encounters' was Jack, not herself.

She raised herself up on her elbows and looked down at Jack. It struck her as a tad humorous that she had actually slept beside Jack without 'sleeping' with him. And he calls himself a pirate. She smiled to herself and brushed her hand across his suntanned cheek. She expected his skin to feel rough, even coarse, but it felt smooth and firm beneath her fingertips. This was a rare opportunity to study the charismatic and dangerous pirate captain, something she would never allow herself if he were awake.

He didn't look hard or dangerous at the moment. He looked exotic, from the coaled edges of his closed lids to the tight braids in his long hair. Elizabeth's eyes were drawn to his unusually thick, dark lashes and then to his lips. He looked quite attractive when he slept, with his features softened and his lips slightly parted. Or perhaps alluring was a better word. He was a pirate, after all, and what better word to describe his dangerous charm. Elizabeth was tempted to trail her fingers along the edge of his lips as well, when she suddenly had a tingling feeling on the back of her neck. She was being watched.

She glanced up from her perusal of his lips to find Jack staring up at her. The look in his eyes was the slightly dazed and even a bit startled, but curious. She'd never seen him looking so exposed. Gone was his self-assured cunning. She stared back at him, transfixed. Jacks eyes seemed to widen a little in surprise and he reached a hand toward her and just barely grazed her cheek.

"Elizabeth." His voice sounded hoarse and cracked from sleep. "Did we…"

"What kind of question is that?" she snapped as she stumbled up, dusting sand off her dress. "You know I'd never lower myself as to, as to…" she paused, searching for the right words, "bed down with the likes of you, Captain Sparrow." The thought that he wouldn't remember made her angry for some reason.

He blinked up at her blearily before he laughed. "Miss Swann, as I've said, give it time. Just give it time. Until then, the offer still stands." He grinned broadly. "I can afford to a little be generous with my time these days, Miss Swann, as can you."

"I'll take your offer into consideration." She paused here for effect. "When hell freezes over."

That brought another round of hearty laughter from Jack. "I doubt I'll have to wait so long, considering the once over you were giving me when I woke up. If I'd only feigned sleep just a bit longer, the way things were heading no doubt you would've been undressing me next for a closer look, eh love," he drawled out.

Elizabeth let out an offended squawk and stomped off, only to return a moment later and point an angry finger at Jack. When her mind refused to come up with an appropriately cutting retort, she pulled her foot back and kicked sand in the pirate's smirking face. "Gah!" she growled and stomped off once again.

She'd only take a few steps when she was tackled from behind and, as a result, fell face-forward into the sand. "Captain Sparrow," she screeched, "get your hands off me this instant!"

Jack's hand firmly gripped the back of her head as he hissed in her ear, "I think we need to even the scales here. A little sand in the face is a surprisingly way to wake up in the morning. Here, judge for yourself, Miss Swann."

Before he could carry out his plan, Elizabeth kicked backwards and her foot somehow something soft. Jack made a strangled sound and released his hold on her hair. She scrambled forwards on her hands and knees only a few inches before he caught her once again. She tried to roll away from his grip, but only managed to end up pinned beneath the sweating, snickering pirate. He pulled himself forward until he was lying fully on top of her. He gave her a wicked smile.

"Don't look at me like that," Elizabeth told him.

"You're not really in any position to be giving orders."

Jack raised himself up slightly and Elizabeth closed her eyes, expecting him to rub a handful of sand in her face.

What she didn't expect was to feel his breath tickling her lips and then the ever so soft brush of his lips against her own. Surprised, she opened her eyes and stared up into his half-lidded ones. "Why did you do that?" she asked him, feeling a little dazed by the sudden shift in his behavior. Her lips were tingling from the sensation and her cheeks felt unduly flushed. She tried to clear her mind of the strange spell his lips and eyes seemed to be placing her under and was compelled to follow her question with the obligatory "how dare you." Unfortunately, it came out only as an ineffectual whisper.

Jack simply stared at her in uncharacteristic silence. This made her nervous enough to try something else. She squirmed beneath him and managed to get a hand free. She punched Jack in the shoulder. "Get off!" she gritted through her teeth.

Jack braced both his arms on either side of her head and propped himself up and eased his chest off of her. Unfortunately, there still wasn't enough room for her to escape.

Jack peered down at her with an amused smirk. His long hair fell down around his face, the ends of which tickled her neck.

"You've never kissed a man, have you, love?" His eyes were twinkling with merriment.

"What! Of course I have," she scoffed, blushing furiously. "But that doesn't give you the right to kiss me without my permission, Captain Sparrow."

"You may call me Jack, my dear Elizabeth. And I don't believe you," he taunted. "How about showing me what you do know then. You must realize that there is, indisputably, but one way to convince me."

"That's Miss Swan and no." Elizabeth narrowed her eyes and tried to move one of his arms from their position beside her head. He flexed his biceps as she tugged unsuccessfully at his arm just above the elbow. The feeling of his muscles tensing beneath her fingers sent another jolt of warmth through her. She shook her head, feeling slightly giddy. It was disconcerting to say the least. Her own body seemed determined to betray her good intentions.

"Go on. Show me then," Jack repeated breathily. She could almost taste the rum on his breath.

The giddy sensation still pervaded her senses. What would it hurt if I kissed him just once?

Slowly, he began to lower his head down towards her lips again. "Kiss me, love," he commanded softly. Elizabeth simply lay there, transfixed by the wary, intense expression in his eyes which belied his arrogant smirk.

Jack stopped merely a hair's breath from contact with her lips. Elizabeth's eyes fluttered closed and she took a shuddering breath. Jack regarded her intently with his own lids half-closed. "Never would have thought the likes of you would willingly kiss a scoundrel like me," he whispered against her lips. He paused, before adding in another husky whisper, "perhaps you're not be as pure as you claim, eh?"

Her eyes snapped open again. "I'm not one of your tarts, you, you…" she began, her voice and her ire rising once again.

Her angry stream of words was interrupted by the urgent press of his lips against her own. He was not nearly so gentle this time. His lips slid back and forth fervently over her own, as if tasting her. She felt the tip of his tongue tease her lips. A strange new sensation coiled tightly in her belly, spurred on by each brush of his lips and tongue. He pressed his tongue against her mouth more insistently in attempt to nudge her lips apart. She allowed her lips to part slightly. Once allowed inside, he flicked his tongue against her own and she was surprised at how good it felt. She tentatively slid her tongue over Jack's and then she melted into him, her mouth and tongue responding to his frantic pace with equal vigor. Heat pooled between her legs and the warmth spread in warm little tendrils throughout her body, making the places where Jack was pressed against her highly sensitized. Elizabeth reached up and grasped his head, pulling him down and deepening their kiss.

He muttered something that sounded like a curse and pulled her hips against his. She felt the hardness pressing against her through his clothing and quickly realized what it was. That thought brought her out of her sex-induced stupor. She started to draw her legs together in fear, but at that moment, his lips moved down to her neck, kissing and nipping her lightly there, and she was swept away in the heady desire for his touch once again. She let out a little moan and Jack responded in kind by capturing her mouth again.

He leaned back a little and began fiddling with the fastenings of her shift. His hands were trembling. "Elizabeth," he breathed out against her ear, "the things I've dreamed of doing to you."

That got her attention. He has? A part of her thrilled at the admission, but she knew this had to stop. "Jack, no. I can't," she said softly.

"Mmm?"

"I can't let you do this," Elizabeth stated a little more forcibly this time.

Jack didn't respond, but had loosened her dress enough to slip a hand beneath it and cup her breast. She craned her neck to look into her eyes and saw a hunger, an unmistakable vulnerability in them that she'd never seen before. The sight left her a little breathless.

"Jack, please." Her voice was barely above a whisper. She was having a hard time remembering why she wanted him to stop.

"Please what, love?" He obviously thought it was some sort of game.

Elizabeth gathered her wits. She knew she had to end this, no matter how much a part of her yearned to continue. "Stop. I need you to stop," she told him firmly.

"Stop?" Jack's hand froze and he stared down at her. "You must be joking?"

"No," Elizabeth replied, trying to keep her voice steady. "Back off."

More quickly than she would have thought, Jack scrambled up. Elizabeth couldn't help but feel a little disappointed with his warmth gone. Think of Will, she reminded herself; she could never allow herself to do such a whorish thing as to lay with Jack Sparrow. Immoral, selfish, dirty, crass, self-serving Captain Jack Sparrow, a pirate in the truest since. How could I even have even considered such? she chastised herself.

Jack stood there with his hands on his hips, glaring down at her with eyes unreadable. Elizabeth stared back, reminding herself that she was definitely doing the right thing.