A/N: In this chapter I give Barbossa credit for being able to swordfight with either hand. I figure with years of pirating experience and given that "anybody dares challenge me" speech, it's reasonable to assume he's a good swordsman who has had to fight lefty out of necessity every now and again, and has probably learned a few tricks just to have up his sleeve.

Will felt a little embarrassed about his near-drowning experience, rather relieved that it hadn't become an actually-drowning experience, and extremely guilty for what it had done to Elizabeth: not only had it terrified her, it had forced her to exert herself to the point that her bullet wound cracked open and began to ooze blood again.

"If where we're going is really so dangerous," he told her after a few days of little improvement, "You'd better learn to handle a sword with your other hand." He cleared a spot of deck to practice on showed her the basics. They drilled until he was satisfied that she could hold and move the sword properly, and then he went to fetch some assistance. "Captain, can I borrow you a moment?"

Barbossa seemed surprised at the question, so Will explained, "I need help demonstrating things to Elizabeth with a sword. In theory I know what I'm doing left-handed, but I've got no experience at all. I figured you might do better…?"

"Might?" Barbossa squashed his impulse to draw at once and show this boy exactly how much better he actually was. "Very well," he said instead, "it so happens I am perfectly capable. What do you want?"

They went over to Elizabeth, who sat on a barrel trying to catch her breath, pleasantly shiny from exercise.

"Elizabeth. The Captain and I are going to go for a bit – very slowly and carefully –" he emphasized with a stern look in Barbossa's direction, "And I want you to take special note of the way he protects himself when I'm pressing the attack. He'll prefer to hold his blade to the outside of mine. That makes things simple for him, because then it's the same motion to parry a blow to any part of his body. It's good policy, watch for it. Ready?"

"Aye." Barbossa drew and from then on didn't take his eyes off his opponent, even when he addressed Elizabeth in a gutteral growl: "Remember when yer pickin up his pieces: t'was he who asked to cross blades, not me."

Elizabeth had absolute confidence in her fiancé. "I'll keep it in mind."

And indeed it was Will who scored the first advantage - Barbossa protected himself masterfully at first while Will demonstrated an aggressive attack, but eventually saw an opening and couldn't resist reaching for it. Too quickly.

WIll was still out of distance and so Barbossa missed, but they all heard the ripping of fabric as the sleeve of the captain's coat came into contact with Will's riposte.

"You'll want to be careful there, mate," Will warned gleefully. "You're not immortal anymore."

Barbossa shrugged and swung for him again. "It's only an arm - that's why God gives us two of them!"

"Are you all right?" Will sounded concerned, despite the fact that he was apparently trying to slice off Barbossa's head in the exact same moment.

"Didn't even touch me, boy."

If he were telling the truth (and despite what Will might have thought, he was), first blood had not yet been drawn. So the game was still on. They fenced quickly but calmly, moving well beyond the designated 'practice area' to fight among boxes and equipment and drunk pirates.

Barbossa had a far superior sense for the motion of the boat, though, and when he timed a sudden leap forwards with the floor's rocking, Will lost his balance and fell flat on his ass. Barbossa stepped on Will's blade and simultaneously brought his own right up to the boy's throat. A small, deliberate flick of his wrist, and Will was irritated to feel a drop of blood slide down towards his collar.

"Was that really necessary? I wanted to show her how you defend yourself."

Barbossa sheathed his sword and offered a hand to pull Will to his feet. "She should know that the best defense is whatever makes the enemy stop breathin fastest."

Elizabeth hopped off her perch and came over. "I saw that parry you were talking about. But, Captain, sometimes you did it almost before Will even started moving. You couldn't possibly have reacted that quickly. Did you guess, anticipate, what?"

Barbossa turned to Will. "You tense up very noticeably before you strike," he informed him. "Dead giveaway."

"Oh, you mean like the way you did just before I put a hole in your coat?" Will retorted, then heaved a sigh and looked to the sky. "I'm sorry. I know, think before I speak, I know, I know."

But the pirate hadn't taken any offense. "Yes, as a matter of fact exactly like that. I don't do it all that often, but it's a fairly common mistake. Stems from a desire to finish the fight quickly."

"A reasonable desire when one's life is on the line," Will agreed, then laughed. "Although I suppose it's a mistake Jack Sparrow doesn't make much. Fighting's always different with him – I swear every time we cross blades it's like he thinks fighting is all a big harmless joke."

"Jack Sparrow," Barbossa snorted contemptuously. "Now there's a master swordsman. Hmph. I would have had an easier time teaching swordplay to Jack the monkey."

Elizabeth was interested. "You taught swordplay to Jack Sparrow?"

"Aye." Seeing that she wanted more, Barbossa explained: "It might be hard to see after ten years of not aging, but Jack Sparrow was just a child when I met him. Cabin boy aboard one of my ships."

Will frowned. "Yet he was your captain when you sailed for Isla de Muerta?"

"He was." Barbossa's mood darkened all of a sudden. "Well I suppose you should know the whole story – it's the heart of all this mess anyway. Once upon a time, under my command, the Pearl got herself into a battle we couldn't win. We loved that ship…decided to scuttle her rather than turn her over. We put a couple of good holes into her and watched her sink." He paused. "You have to understand, I had no idea what Jack was planning. I would never have allowed it, not for any ship ever built by human hands." Barbossa wiped a hand across his face and looked down. "He struck a deal with Davy Jones himself," he explained heavily. "Jones raised the Black Pearl from the depths for him, and named him captain."

"And you just let him take over?" It didn't jive with what Will knew of this man.

"It was not a ship nor a crew I wanted no more," Barbossa snapped. "After that day Jack was like a man with the plague. No one wanted to sail with him and people fired on our ship on sight. He was cursed. Damned, even."

Elizabeth nodded. "I've heard a story that Jack Sparrow's a pirate so hell-bent on wreaking havoc that after sinking to the bottom of the sea he rose back up again, because he hadn't yet reached his goals of exactly how many ships to take and towns to burn. I suppose that's where that story came from."

"Likely as not. Anyway, I wanted to leave the ship myself and start anew somewhere, but Jack begged me to stay on. Smart move on his part – in all my years at sea I had only that one disaster with the Pearl to my name, and he really wasn't yet capable of captaining the ship on his own. He needed me. I stayed. It was a mistake – the atmosphere on that ship was poison. Eventually it got so bad we put in at Tortuga and hired us a whole new crew. He wanted to go after the Aztec treasure. In retrospect it was a terrible idea, but we all know how persuasive Jack can be. Problem is, we were sailing with the dregs by then, and Jack's a terrible captain. He couldn't keep them in line. I could." He shrugged. "You know what happened after that."

There was a long silence while Will and Elizabeth updated their opinions of the pirate before them. Finally, though, Barbossa got bored of standing around and nudged Elizabeth with his boot. "So. Shall we see what you've learned, missie? Let's you and I have a go. I'll be gentle – and right-handed so I don't make any mistakes."

But the story had sobered Elizabeth up too much and she no longer felt like prancing about with a sword. "No, I don't think I'm in the mood," she answered.

That was the wrong answer. "Mood?" All of a sudden Barbossa's eyes got very wide and very dangerous. "No I'm afraid mood is what tells you when to make love or write poetry. Mood has nothing to do with fightin. You fight whenever you have to fight. Get up or I'll run you through."

Elizabeth scrambled to her feet and drew her weapon, feeling a spike of adrenaline that certainly put her in the mood.

Playfighting with Captain Barbossa turned out to be a harrowing experience. Every now and again he would tell her what he was going to do before he did it, and then constructively evaluate her response. But then he sometimes would turn savage, locking her blade up with his and bellowing "Rarrrr!" into her face.

The first time he did that, she screamed in surprise and dropped her sword completely. It landed quivering in the deck, point first, a mere two inches from their feet. Oops. Barbossa glanced at it and then back up at her, eyebrows raised. No words were even necessary.

But eventually she started doing better. "You must read who you're fightin. I am eager. I am in a hurry. Here I come. Watch for it- Good. Little earlier though. Oh I'm hurryin now. Oh here I- arrr, that's better, good."

After she seemed to have got the hang of protecting herself left-handed, Barbossa switched his sword to his left hand and pressed the attack hard.

"Aah! No! – Stop – it," she gasped, her words punctuated by the clanging of steel. "Notfair! It's all – backwards! That's – not – fair, Captain!"

"Fair?" Will asked from the sidelines, amused. "From a pirate? Oh, you'd better teach her about that one, Barbossa."

He laughed and didn't let up. "Are you ready to die? You can't get tired! Come on, have at it! One more, one more good one. Want to stop? Better kill me first!"

She managed one passably ferocious attack which – although he deflected it without the ghost of trouble – satisfied him enough to make him throw down his sword and fall to his knees. "And I surrender to ye. Nice work, miss."

Elizabeth stepped forward to better menace him with her swordpoint. She was teasing... until she noticed he wasn't getting up. "Well?"

"Well yourself," he answered from the ground. "Let's have blood."

"Blood?" she echoed, uncomprehending. "You mean – I don't understand – make you bleed? I can't."

"Better learn." When she still didn't move, he explained, "It's bad luck to end a swordfight with no blood spilled. If it's not me it'll be you. So unless that's what you want..."

"But I..." Elizabeth put her blade against the side of his neck, the edge facing down, resting on his shoulder. "Are you serious?"

"Aye."

"Are you sure-? I don't know if I can just..." She frowned.

"Go on."

Elizabeth put her other hand on Barbossa's opposite shoulder, then pressed down on her blade and drew it firmly towards herself. Her hand didn't even shake. She glanced down to see the blood well up and then met his eyes.

"Mmmm," he said, mildly sarcastic but sounding almost as if he really had a taste for it. "Stings."

Elizabeth put her sword away and touched the shallow cut gingerly. "I can't believe I just did that," she mused. "Are you all right?"

Barbossa just laughed at her and told her to go clean herself up. When she was gone, he stood up, touched his shoulder, and licked his fingers. Will would have liked to believe he was just playing to the audience. "You made that up," he accused.

"What?"

"About it being bad luck not to draw blood. You just made that up right now."

"So?" Barbossa was not in the least apologetic. "Don't you feel better knowing that the girl's got a bit of spine to her?"

"I would feel better knowing my captain wasn't crazy," Will answered. But then Elizabeth came running back and he let the matter drop.

Barbossa intercepted her. "What's wrong, missie?" She turned sideways to show him and he observed: "Well, don't this be a pretty color."

Elizabeth made a face. "I wasn't bleeding like this this morning. I think it was all the running around fighting. I'm back to square one, aren't I?"

He took a closer look at the cut, then decided, "No, I'd say it's more square two or square three."

She cursed and stamped her foot, which made him laugh. "Such a lady."

Before she could answer, she was distracted by a commotion from the crow's nest. "Captain! Captain! Land!"

He looked up quickly. "What?" He raced to the rail and unfolded his spyglass with shaking fingers. "It's them," he whispered. "God above, it's the Gates..."

"The what?" Elizabeth tried to pry the spyglass from his hands. "But a few days ago you said we still had a month of sailing before-"

"So I did," Barbossa agreed, sounding concerned. "The map works different here, aye. But that it's already so different from what I remember..." He handed the spyglass to her and did not complete his sentence, but Elizabeth had a feeling that it would have included the word afraid.

She peered into the glass and what she saw took her breath away. "How on earth are we supposed to get through those rocks? It's like…it's a labyrinth…"

"Yes. A labyrinth of rocks and monsters not of this world. Waters where a north wind might blow you westward. A thousand and a half petty dangers that only end when you reach a pair of great stones – the Gates, I call them – and sail through to the other side." He looked very serious. "I can't even say for certain what we'll face or when."

"We're going into this blind, aren't we?" she realized.

She sounded panicked and he couldn't allow that. "Blindfolded," he corrected. "And fortunately we've that one impossible prisoner who always manages to see around the edges."

"You."

"Aye."

TBC.

Credits for this chapter:

- The line about mood and fighting was pirated outta Dune. It actually goes: "Mood? What has mood to do with it? You fight when the necessity arises – no matter what the mood! Mood's a thing for cattle or making love or playing the baliset. It's not for fighting."

- The idea about the older and more experienced pirate staying on as first mate to lend credibility to a new captain is borrowed very lovingly from Princess Bride. (That's how Westley became the Dread Pirate Roberts, for those who don't remember.)

Yes, we are still on target for meeting Jackypoo. Soon now. Probably the chapter after the chapter after next.

And a word about my backstory: I honestly think it went down something like this. Jack and Barbossa are just too much alike and too friendly the whole movie. Not to mention the question of what possesses Barbossa to go rescue him. So what do you think?