Author's Note:

Here's that flashback I promised!

~ It was two years after she began her life of Piracy that she met him on a beach near her hideout. She disguised herself as a young man and approached the place where he rested in the sand. It wasn't every day that the island got visitors other than Cleo and her crew. She cleared her throat, making the man reach for his sword and get to his feet.

"Who are you?" Cleo asked.

"It matters not who I am, lad. Where did ye come from and how did ye get here?"

"I come from many places. Depends on which one you mean. My ship, of course, how else would I have gotten here?"

"Ye be too young to have a ship."

"Looks can be deceiving. You still have yet to tell me who you are."

"I said that doesn't matter!"

"I'll make you a deal. We have a duel. The winner of said duel gets whatever he or she wants."

Cleo watched him raise his eyebrow at the mention of the word 'she' and realized that she'd slipped up a bit. Hopefully he would take it as an insult towards whoever would lose.

"We have an accord, lad. Let's see what ye've got." He replied, drawing his sword.

Cleo drew hers and backed up slowly, letting him come forward. She let him come within striking distance. When he struck at her she raised her sword to meet his. It seemed like a strange dance they were doing that went on forever. Once, he caught her off guard and his sword cut into her shoulder. He stopped when she yelped and dropped her sword. He approached the "boy" and removed "his" hat. Long, black hair spilled from beneath it. The voice that had once been deep was now light and soft.

"You win. What do you want to know?"

"Who are you?"

"Cleo. Cleo Velastras."

"Yer a woman?"

"Yes, I am. Why does that matter?"

"I don't particularly enjoy taking on a woman in battle."

"It was fun though. You're very good."

"Yer not too shabby yerself. Come back to my ship with me. I'd love to have a fine woman such as ye on my crew."

"I have my own ship to think about, but I suppose my crew could sail for Tortuga without me for once. They're smart men."

"Yer ship…?"

"I told you that I have a ship."

"So ye did. One day I shall have to look upon such a fine vessel."

"So you shall. I will return to my ship now. Meet me here in a few hours."

Barbossa nodded, and they went their separate ways. Cleo went back to her ship and donned her white dress. After two years of wear you would think it was badly ripped and worn, but that was not the case. When the sun began to set, Cleo gave her crew instructions to return to Tortuga and wait for her there, then she left for the beach again. Barbossa watched her approach with his pet, Jack. When she got near enough, Jack jumped to her shoulder to investigate her.

"Ye'll have to excuse him, he's very curious."

"Does he have a name?"

"I call him Jack."

"That name reminds me of someone…"

"Who?"

"Jack Sparrow."

"Oh, ye've met him have ye?"

"Yes, I have. He's borderline insane, but very friendly."

"If ye insist. Come; let us journey to my ship."

Cleo barely remembered the longboat trip to the ship. She looked mainly out at the sunset, afraid to look upon someone as fearsome as the pirate before her.

"I still don't know your name." she commented as they pulled alongside the large vessel.

"Captain Barbossa. Ye may call me Hector."

"Hector Barbossa; the name suits you."

He laughed, "I'm glad ye think so."

The crew stared at her hungrily when she stepped up onto the deck. She noticed that one of them had a wooden eye, but that only made her wonder about the story behind it.

"None of ye will lay a hand upon her as long as I am here. You will call her Captain Velastras. She has a ship that is sailing for Tortuga, which is where we've set our course for."

Barbossa looked around and found that Cleo had walked over to the mast. He watched her run her fingers across it.

"You took Jack's ship, didn't you? This is the Black Pearl."

"Aye, I took the Pearl from Jack, but he always seems to find us and try to get it back."

Cleo nodded and looked around. She had been here before.

"Miss Cleo, why don't ye make yerself comfortable in my quarters? I'll be in in a moment."

Cleo nodded again and entered the captain's quarters. The curtains were drawn; the only light came from the candles. It seemed like hours before Barbossa entered. He looked around and found Cleo standing by one of the closed curtains. A bit of moonlight peeked through; he shivered slightly. He didn't want her to see the curse placed upon him and his crew by the Aztec gold.

"Hello again, Hector." She said.

"How's that shoulder?"

"Ever since Leech took a look at it it's fine. Leech is the resident physician on my ship."

"Aye." He replied, walking up to her. He inspected the bandage closely and nodded in approval.

"Hector, why are all of these curtains drawn?"

"It be a long story, Miss Cleo. Ye wouldn't want to hear it."

"Oh, but I do."

"Perhaps another night, aye?"

Cleo nodded; she waited until he turned his back on her and threw open the curtain. The moonlight spilled into the room. When the moonlight fell on Barbossa he changed. His clothes became torn and badly worn. His skin seemed to rot off, leaving the bone showing in many places. He didn't look at her. Cleo raised her hand to her mouth and gasped. She approached him slowly and put her hand on his shoulder. He jerked away violently.

"Hector, look at me. I'm still here; I'm not leaving; I'm not afraid."

"Ye would look upon this cursed face without fear?"

"I would."

He turned to look at her and gauged her reaction. When she didn't flinch or look away he began to trust her. She smiled and ran her fingers over his exposed jawbone. The only things left untouched by the curse were his blue eyes. He took her hand in his bony one. She wasn't afraid of him; that fact made him more comfortable with her presence. His free hand brushed against her skin. He wanted to feel as she felt again; wanted to be able to feel pain and pleasure and satisfaction like he used to.

Cleo stepped away from him and closed the curtain. She had not grown tired of staring at the cursed man; she only wanted to see the face of the trapped human.

"When I look into your eyes, I can see all the sadness and pain in the world."

"Aye, I suppose ye do. I am a cursed man, Miss Cleo. I want nothin' more than to lift this curse, but until then ye will see much pain in these eyes."

"I believe it." She replied.

Barbossa left her and went back out onto the deck. She knew that she would have to ask how he came to be cursed, but knew that it was a story for another time. When Cleo looked at Barbossa, she did not see the ruthless pirate she had heard about. She knew he could be merciless and cruel, but he hadn't acted that way towards her since he found out that she was a woman. She saw a man who could be a gentleman; a man who could be more than an ally to her.

On the deck, Barbossa had taken the helm. The moonlight still showed him and his crew for what they were: cursed, greedy men. He thought about Cleo's reaction to his curse. She hadn't been afraid of him when she met him, and she hadn't been afraid of his curse. He began to wonder more about who she really was.

Cleo and Barbossa grew closer as the ship sailed to Tortuga. The crew noticed how their captain looked at the visiting captain when her back was turned and always joked about it. The two spent four years in each other's company. Cleo eventually learned the story of the cursed Aztec gold, and helped Barbossa gather all the pieces. When they met up with Cleo's crew again in Tortuga, the two went their separate ways. Barbossa decided that it would be too dangerous for Cleo to join him and his crew at the Isla de Muerta, and asked her to stay behind in Tortuga.

Months after he left, Cleo got word that he had been shot by Jack Sparrow and was killed. Cleo met up with Jack and gave him hell for what he had done, but the two traveled together in search of the Dead Man's Chest nonetheless.