Silence followed Valerie's foul outcry. Will was shooting Valerie confused looks. Elizabeth shifted her stare between Jack and Valerie. Valerie was rubbing her temples and avoiding their gazes. And Jack was fumbling curiously with his compass.

"So," Elizabeth finally declared. "You two know each other?"

Valerie nodded meekly, but offered no explanation.

"Care to elaborate?" Will asked. Valerie heard irritation in his voice, and felt a twinge of anger toward him.

"Ah, funny story, this is," Jack said, waving his hands. He paused and clenched his fingers several times, unsure of how to continue.

"Jack helped me when I was younger," Valerie interrupted. Jack nodded and offered them a big grin, but neither went on.

"Well, then," Elizabeth said, realizing that her friends did not want to discuss this further. "Shall I show you to your room, Val?" Valerie gratefully nodded and followed Elizabeth up the stairs, leaving Will staring at Jack.

"I need more than that, mate," Will declared. Jack simply shook his head. "Follow me, then. I'll show you to your room as well." Will lead Jack into a spare bedroom and flung open the door. "There, this should do. Goodnight." He turned and began to storm off.

"Wait," Jack said. "I'll tell you everything." Will stopped and turned to face Jack. They disappeared into the room and shut the door.

~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~

"Want to talk about it?" Elizabeth gently asked her friend once they had shut the door to Valerie's room. Valerie sighed.

"As you know, my father passed when I was 12. My mother took care of me for 2 years after that and followed my father into the grave."

"I remember you telling me about that," Elizabeth nodded.

"I was alone in the world, just a child with no one to turn to. I took to the streets for a while and began working at a seaside tavern, cleaning and whatnot. One night, pirates raided my small town. They killed everyone in the bar. One of the pirates found me hiding behind one of the shelves in the store room and dragged me out to kill me too, but someone stopped him. Jack Sparrow was not a Captain yet at that time." Valerie paused as she choked on the pirate's name. Elizabeth put her hand on her shoulder to encourage her to go on. "Jack convinced his Captain to take me in as the ship's cook. Luckily my mother taught me well, and after a few trial meals, they accepted me and let me stay. I sailed everywhere with them, and they treated me well. Jack was my guardian and teacher, and he rarely let his sights off of me. I learned to fence and care for a ship."

"A few years passed, and I slowly realized that I was falling in love with Jack. I couldn't ask for anything in return, but I cared deeply for my savior and would have done anything for him. However, one night we stopped at Tortuga. Jack drank more rum than I've ever seen him consume. I always watched him when he drank, usually from the window outside the taverns, to ensure that nothing bad would happen to him. But that night, I couldn't watch as he seduced every woman he came across. I ran back to the ship and cried myself to sleep. He returned later that night and woke me as he stumbled around on the deck. I went to check on him, but he pushed me away. It was the only time Jack laid a finger on me. I began crying, and he told me I should grow up. I was 16 and naive, and my hero was pushing me around and yelling at me. My world crumbled that night. Throughout the turmoil, I declared that I loved him. He laughed at me and told me I was stupid to say that. I ran off the boat and never returned," Valerie concluded.

Elizabeth sat in silence for a few moments. Then she hugged Valerie. "My God, I had no idea."

"It's okay now." Valerie swallowed her desire to cry. "It was a long time ago. Water under the bridge, you know?"

"Jack's different now, Val," Elizabeth said. "I know that doesn't change anything, but…"

"Honestly, I'm okay. I'm not going to cause any problems for your wedding over this!" Valerie forced out a smile. "I'm sorry dear, but I'm exhausted."

"I'll let you get some rest, then." Elizabeth shot Valerie one last reassuring smile and left.

~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~

"Geez, mate," Will said. "I had no idea you had it in you to be a father figure."

Jack chuckled. "It was a different time. I was young and naïve thinking I could raise a young lady."

"You saved her from the world, Jack. I'm sure she appreciates it, even if she's still angry with you. You had to have done something right for her to be what she is today."

Jack sighed. "I guess time will tell if she's forgiven me." A yawn escaped his lips. "I'm sorry mate, but do you mind? I've had a long journey."

"Of course, dear friend." Will smiled. "It's great to see you again."

Jack waited half an hour after Will left, praying that everyone had fallen asleep. He quietly snuck out of his room and made his way toward the balcony. He knew she would be there, and smiled to himself as he approached her from behind.

"Hello, darling," he whispered in her ear. Valerie shrieked. "I'm sorry to scare you," Jack grinned at her.

"What makes you think you can still call me that?" she growled.

"Ah, you're still holding on to that grudge?"

"Grudge?! Jack, you were my world. The only thing I had in this world. And you turned your back on me."

"Rum does terrible things to a man, love. I can finally apologize to you." He took her hand into his. "I'm sorry."

Valerie melted. She had told herself she would never forgive him, but she lied. "I forgive you." It slipped out before she realized she had said it.

"I truly did miss you, pet. You were my responsibility, and I never stopped worrying about you. You turned out to be more beautiful than I remember." Jack ran his fingertips down her cheek and felt her shudder.

"I was a child, Jack. What makes you think I still care about you?" she choked out.

"Don't you?" His voice was husky.

Valerie looked into his eyes. They were still as playful as she remembered them to be. She had no reply for him except her heavy breathing.

"I'll take that as a yes," he whispered, and slowly leaned in to kiss her.

However, before his lips could find hers, she pulled back. "Jack, I will always love you. You know that. I'm grateful for all you've done for me. But I am not in love you with, and haven't been for years."

He pulled her back to him. "But I can finally give you what you yearned for when you were 16. Don't you want me right now?"

"No," she stated firmly. "No, Jack. It's not right. I care for someone else, and that consumes me more than anything else right now."

Jack felt his frustration growing. All he wanted was a woman in his bed tonight, when did he lose the ability to make that happen?

"Fine," he declared. "Then go."

Valerie angrily stormed back to her room. Jack grunted and turned to face the starlit sea.

~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~

Elizabeth tossed and turned in her bed. She couldn't stop thinking about Valerie and Jack's past together. She realized how little she really knew about Jack's life, but it didn't bother her as much as she thought it should. She still felt an overpowering desire for the man, and was convinced that she was in love with him as well. Finally deciding that she was unable to sleep, she threw off her covers, grabbed her robe, and decided to sneak to her private thinking place: the balcony.

'I must be losing my mind,' Elizabeth thought to herself. 'I can see Jack waiting for me on the balcony. I need to stop thinking about him so much.' It took her a couple of moments to realize that it wasn't her imagination, and that Jack was really standing on her balcony. He must have heard her robe rustle because he turned to investigate her presence.

"Well hello," Jack said, raising an eyebrow at Elizabeth.

"Hello," was all she could reply. She felt her face flush as she locked eyes with him.

"You're up late," Jack replied. They stood there awkwardly like schoolchildren forcing out a conversation.

"So are you." Silence.

Elizabeth broke first. "Oh Jack, it's so good to see you again," she breathed as she rushed forward and flung her arms around his neck. Jack embraced her tightly and buried his face in her hair.

"I've missed you, Elizabeth."

"I've missed you too." They held each other in the moonlight, neither one wanting to let go. Finally, Elizabeth pulled away just enough so that she could meet Jack's gaze. She raised her hands up to his face and gently placed them on his cheeks. Stroking them softly, she broke out into a smile. Jack's eyes twinkled as he smiled back at her, melting at her warm touch. They didn't need words. They chose to use their lips for something more intimate.

Jack wasn't sure who kissed whom first, nor did he care. All he knew was that the woman he loved was in his arms sharing a romantic kiss with him. They hungrily devoured each other as their worries melted away. Finally, Jack reluctantly pulled away.

"Liz," he began. She silenced him with another passionate kiss. "Elizabeth, stop."

She pulled back and stared at him. "Why?" she demanded.

"You're engaged, remember?" Jack said gingerly. He wanted her so badly, but his conscience was creeping up on him. 'What do you know, I have a conscience.'

Elizabeth sighed. "I know, Jack. I know."

"What are you going to do?" he asked quietly.

"What can I do?!" she cried out. "I can't go around breaking Will's heart, not when he loves me this much. And I still care about him. Besides, what would my father say? I can't leave him for a pir…for you."

"For a pirate?" Jack laughed. "You can't leave a blacksmith for a pirate, now that's rich."

"You know what I mean, Jack!" She pulled away from him.

"You're not complete with him. He deserves to be set free if you don't love him anymore."

"I didn't say that! I love my fiancé."

Jack let out another chuckle. "But you're not in love with him, poppet."

"And you think I'm in love with you?"

"Hush, darling. That's a technicality with me at this point." He reached out to touch her arm, but she pulled back. "Elizabeth…please."

"Please what? Break apart my life so I can be with you?"

"No. Forget everything. Let's just share this moment together while we can." He held out his arms and gave her the infamous Jack Sparrow eyes. She couldn't help giggling.

"Alright, Jack. Then hold me. This night is ours."

~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~

Valerie was still fuming as she approached her room. 'Jack is an asshole,' she thought to herself. 'Elizabeth is wrong, he hasn't changed.' She was reaching out for the handle to her room when she heard a quiet click.

"Who's there?" she asked the darkness.

"Will," a whisper replied. 'Will,' she sighed. The man that made her turn down Jack Sparrow tonight.

"Go away," she whispered back and opened her door.

"Please, Valerie, wait." She paused. "I need to speak with you."

She thought for a moment. "Alright, but hurry up. I don't want anyone seeing us." They rushed into her room and shut the door. Valerie lit a lamp and sat down in a nearby chair. "Go on, then. What do you need to say to me?" She tried to be cold toward him, but it was growing to be a difficult task as she looked at the young man. 'Why does he have to be so handsome?'

"I wanted to apologize to you," he began. 'Great,' Valerie thought. 'This is turning into Apologize to Val Night.'

"For leading me on even though you're engaged?" she asked.

"I wouldn't put it like that."

"Oh? Why's that?" She felt her irritation come crawling back.

"I don't want to say that I lead you on. I had a wonderful time today. You are an amazing woman." Even though she didn't want to admit it, his sincerity was unmistakable. "Truly unlike anyone I've ever met before."

"What about your fiancé?" she scoffed. 'I must be a terrible person for wanting my friend's future husband…shame on me!'

Will closed his eyes. "I must admit that you've really put me in a predicament as far as that situation is concerned. You've shown me a different side of caring for someone."

"How so?" She cocked her head at him. Once again, she reminded Will of Jack. Now he knew why.

"You're fun, outgoing, and beautiful. You make me nervous when I'm around you. You make me feel alive."

"And Elizabeth makes you feel…like a corpse?" She couldn't help grinning at what she had just said.

"I used to feel that way about her. I can't say that I do anymore."

"That's terrible. You're going to lead her into a loveless marriage?"

"If I marry her, I'll take care of her. There's no doubt about that."

"So why are you marrying her then?" Valerie felt like her head would explode. Her emotions were overflowing and she didn't know what to think about all of this.

"I've been asking myself that for a few days now."

They were silent for a moment. Valerie wanted nothing more than to jump him, but decided it wouldn't be very ladylike of her to do so. Even though pirates raised her, she didn't always have to act like one. Not always.

Will looked at her. She drove him crazy, and he couldn't quite figure out why. One minute he was angry with her, and the next he wanted to kiss her. 'She's almost like Jack in female form.' The comparison annoyed him.

"It's getting late," she finally said.

"We should be getting to bed, then."

"Is that an offer?" Valerie bit her lip and turned red. 'Whoopsie, that wasn't supposed to be said aloud.'

Will raised his eyebrow, then laughed. "You're remarkable." His anger was gone, and he wanted to kiss her again.

"Sorry, didn't mean to let that slip out. You should probably go."

Will stood up, but didn't approach the door. He couldn't leave empty handed…

He walked over to her and took her hands into his. Valerie's heart raced as he pulled her to her feet.

"This is wrong," she whispered as his face neared hers, his eyes twinkling.

"But if feels so right," he replied amorously. Her hands were shaking. He smiled, realizing that no matter how tough she tried to act, she cared for him.

"You're terrible, William Turner. You should leave." She didn't sound one bit convincing.

"I know." He continued to pull her closer.

"Truly a monster." Her voice was losing its courage, and her knees felt like wet noodles.

"Mhmm."

"Simply horrible." She couldn't get past the first word. Will had sealed her lips closed. She didn't realize that she had wrapped her hands around his waist. Nor did she notice that the lamp had burned out. Will wasn't sure how he ended up on her bed. And neither of them knew how the clothes melted away. But both were well aware that this was the beginning of something special.

~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~*~

A/N: Wow, so I'm not sure how this turned out, to be honest. I planned it to be completely different, yet this came out. I realize there's a lot of Will/Valerie, and I apologize to the Jack/Elizabeth fans. I just felt like I had to establish some character background for her. And yes, I'm still shocked that I'm writing this after another 9 months of inactivity. But I would really like to finish this, even if it's only a few more chapters…so if anyone is still with me, I would really appreciate a review! Thanks guys. =)