A/N: Just want to say quickly, because I know I've said so on tumblr but I cannot remember how much I've explained on actual fic sites, and I don't want folk getting disappointed – this isn't going to be a full-scale rewrite of CTW! It mainly exists to rewrite the first arc of that fic, before Barbossa's attack on Port Royal. There are things, specifically in the first movie, that will be different so I'll cover those as they crop up, but the bits between that would stay the same will just be skipped over. I'm thinking I could refer to what chapter of CTW would fill the gaps left here, even if those chapters contain lines that wouldn't fit with this AU, if people want to read those for continuity, but I just don't want to subject folk to chapter rewrites that are largely the same save for a few minor details.

Once we get to the second movie, everything more or less converges and happens as it did in CTW – so this fic will fully end once the first movie ends.

So, for simplicity, once the attack on Port Royal is over here, we'll have a much less linear timeline going on in this fic, I think things will become a lot more cohesive story-wise once the end of the first movie hits, and then the fic will end :)

Also because people have been asking, and I've said on tumblr…Groves fic(s) are on the way. Once I finish some of my currently ongoing stuff. One will be yet another CTW AU (insert clown emoji here, because I am booboo the fool), where Theo and Groves get together instead of Theo and Norrington (I've posted about that under the Theo² tag on tumblr). The other will be an entirely new Groves/pirate!OC fic, that takes place in the "canon" CTW-verse, but it won't be Theorrington heavy. They'll crop up here and there, but they won't be big fixtures. Mainly because I can't bring myself to write in the actual canon and kill off The Noz. When this fic is done, and when Flufftober '24 is done, I'm planning on mostly bringing my Theodora/James-centirc stuff to a close. Not because I particularly want to, but because the horse is starting to die and I'm still flogging it. I'd prefer to end it before the quality declines. I'll move onto the Groves stuff after this, and once that's done (which will be a long way away, considering how stupidly lengthy my stories get), we'll draw this pairing's era entirely to a close. I will cry. It'll be embarrassing.

Okay, housekeeping over, enjoy! I'm very excited about this chapter, and the next, so I hope you enjoy reading it as much as I've enjoyed writing it!

It turned out, much to Theo's hidden dismay, that the going-away dinner was a natural precursor to the welcome back dinner that those in Port Royal liked to throw for the higher-ranking returning sailors after a spell away. It was a good chance, Elizabeth explained, to acknowledge their losses if there were any, to celebrate the lack of those losses if their luck held true, and to give the men their first good meal since they'd set sail. It was a way for them to blow off steam in a classy way, essentially. Unless Norrington was coming, because it was her own personal opinion that deception and humiliation weren't particularly classy – but what would Theo know? She was Irish, after all.

Elizabeth, being Elizabeth, wanted her to wear something evil for the dinner. Evil, here, having the meaning of show-stoppingly beautiful. She'd refused, flat out. Not only because she didn't have the heart for it, but because it'd be transparent and very pathetic, and only make her feel more ridiculous than she already did around most of those whose names were on the guest list. There was no desire in her to show him what he was missing, or anything that reached those levels of utter meltery, because he wasn't missing anything, and she didn't want him to miss anything. She was done. What was the point in playing games that she'd find no fun in?

Only when she insisted that if the matter was pushed, she'd fake a sudden illness and spend the night in her bedroom, in her nightgown, did Elizabeth relent. Highly begrudgingly. At least until she caught the pallor creeping into Theo's face, and the tremor in her hand, as the prospect of the night ahead saturated her with dread, and then their spat was over before it had even truly begun.

So, the lengths of red satin that her friend had been trying to push upon her were replaced by a muted jade gown that had delicate white flowers working its way up from the hem of the skirts, along with the bottom of the bodice. Her one concession was the fabric of the underskirts – a brilliant emerald green that peeked out from the gap in the middle between the overskirts. The hair was understated, too, the updo more a simple collection of curls all bound together rather than something that had her resembling a skyscraper. Finally, she wore her own necklace from home about her neck, more of a totem than an accessory tonight, so she could at least feel like her dad was here with her in some way. In truth, she missed him more sorely now than she had since arriving here, and even the thought was almost enough to send her into a fit of tears.

But she couldn't afford that tonight. Maybe that made the necklace a mistake, but she couldn't bring herself to remove it once it was on.

Tonight would be the worst of it. The first time having to face him again – but at least she'd do so while knowing that his maid, Hattie, would've told him that she returned whatever books of his had still been in her care. Now, he would have no reason at all to speak with her. He'd like that.

James knew that, had Theodora departed, he would have heard so soon upon returning to Port Royal. And while he heard no such thing, he still hadn't the heart to outright ask – not even his own staff – so he remained silent, and when he entered the Governor's mansion that eve, he was relieved when it took no time at all to spot a head of fiery hair among the crowd. Although the relief was hardly devoid of other, more mixed emotions.

He should apologise. That was not a conclusion that it took him a great deal of time to reach. It would be the right thing to do – the gentlemanly thing to do, even if he was not a gentleman in the technical sense of the word. Nor in the looser sense, if his behaviour as of late was any indicator.

However…she had also asked him to leave her be. It was impossible to respect that wish, while also doing the right thing, which left him with the dilemma of which course of action was more right. The answer was the one he liked least. That he should simply leave her be, as she wanted.

And whatever relief he felt at seeing she was still here was in danger of evaporating when he saw more of her throughout the evening. Her face, and her general demeanour. How often had he thought to himself that there must be nothing under the sun that could possibly dampen her utterly indomitable spirit? Her humour? While the thought had once exasperated him, he now wished his theory had not proven incorrect. It helped nothing that he was the cause of it.

He kept his distance throughout the night, and she did not look at him once, but even when she was on the opposite side of the room from him (which she often was), she did not brighten. While James was placed at Governor Swann's end of the table, Theodora was at Elizabeth's, with Groves at her other side, to her left.

It soon became apparent that he didn't even need to pretend he was not taking stock of her, stealing swift glances here and there when he was sure she was distracted and would not catch him, for she didn't look at him at all. She barely looked at anybody, her eyes downcast and her face distant. It was not the manner of one who was in the midst of a strop – intent on making sure those around her felt the full weight of her displeasure via the mode of uncomfortable silence. So, while she did not smile, she didn't scowl either. When spoken to, she replied, and when spoken at, she listened patiently. But she was not there. Not truly. She did not flee in defeat, but she had put down her sword.

And that fact alone was enough to have his heart sinking down to his shoes.

Dinner passed without incident, and when they moved to the sitting room so that the servants could clear the aftermath of the meal, Groves and Elizabeth seemed in no hurry to leave Theodora's side. As hostess, Elizabeth was soon forced to do so and mingle, but Groves remained, although he appeared content to simply remain by her side rather than engaging in further attempts to pry conversation from her. All the while, her eyes remained far off, much as he suspected his own did when he was busy running over mental preparations for whatever voyage lay ahead.

She looked fetching tonight. Nothing new, really, for she was a fair woman – factually speaking. Bedecked in green which flattered her colouring, and not bedecked in ruffles or jewels that would only distract from the beauty that she herself held. But the difference was that, tonight, she was not as striking as she usually was. Not without the teasing grins, or the glimmer in her eye that so oft betrayed a wealth of things she was not saying.

What it took to snap her back into the room was something he wished had not happened at all. Amelia Simmonds flounced over to the pianoforte, and sat down before it with a flourish. Not content to make a point by halves, she flew into a complex piece that would have had even James himself impressed at her skill – had she not been who she was, and had she not harboured the motive she did. Instead, it only stoked his ire, perhaps pettily content that he had another to level at it who was not himself.

The performance was nearing its end when he looked back towards Theodora again, finding that this time, for the first time, she was looking at him. Indifference still veiled her expression, but this time it was just that – a veil. One hand toyed with the pendant about her neck, seeking comfort, as she watched him silently, as though waiting for a repeat of what had occurred the last time they found themselves in this setting. He knew the fact that he'd been caught changed his expression, but it did not change hers. She gave nothing away. Which, in itself, gave something away, for being so guarded was unlike her. And he'd caused the change.

Finally, after what seemed like an age, she looked away. Murmuring something to Groves, she took a step back, and then turned, departing otherwise without notice. Intent, he supposed, on not offering up another opportunity.

James debated on whether he should follow, but as another seized their chance to play, Amelia was by his side.

"My, Miss Swann really did tame the wild beast, did she not?" Amelia asked with glee.

He realised then, with a dull sense of horror, that she viewed him as an ally against the woman she had pinned all of her ire upon, the moment Theodora had washed up on their shores. Said horror was no longer so dull when he was forced to concede that Amelia's assumption was not unfounded.

"Perhaps she should open a finishing school," she continued. "Or a dog kennel – for training, you understand."

"You are making a fool of yourself, madam," he said flatly.

The grin slipped from her face as she blinked up at him, but she recovered swiftly and forced a laugh.

"No, Captain, I'm making a fool of her."

"Then why, might I ask, is it you that appears ignorant, and not Miss Byrne?"

He took his leave before she could answer, following in the direction Theodora had departed, although he knew not what he would do if he found her.

It seemed another had already beaten him to accompany her, though. Lieutenant Groves' voice met his ears, drifting from the dining room that had already been cleared, and James stilled by the doorway, listening with something that felt dangerously and heavily akin to dread. For the Lieutenant's voice was soft in a way that denoted more than a desire to simply speak quietly.

"I was wondering if I might call upon you tomorrow morning. For…for tea, or perhaps a turn about the gardens. Whichever you'd like best. Or something else, if you'd rather."

"…Why?" Theodora's voice was filled with genuine confusion.

Groves breathed a nervous laugh, faltered for a moment, and then replied.

"Forgive me, but…I think you know why. I should very much like to get to know you, Miss Byrne."

"Oh…I…I see…"

It was silent then, for a few long moments – moments that felt all the longer for how terrible they were, as James wondered if he would find them locked in some sort of embrace if he chanced a look inside the room.

"Lieutenant…" she said finally, falteringly.

James despised the treacherous relief and joy both that coursed through him, for that mode of address entirely betrayed what her answer would be. And it should not have made him happy. Not for Groves' sake, not for Theodora's, and certainly not for his own.

"Please, call me Theodore. Unless it's too absurd for you to say with a straight face, considering how alike it is to yours."

She did not laugh at his teasing.

"I don't intend to be here much longer. But…if you want to come and visit as a friend, I'd love that."

Scarcely two full seconds went by before Groves was responding.

"You're leaving?"

"When I can find the right time, yes."

"Why? Because of…the other night…?"

"Not entirely because of it. I'm not that pathetic. If it was anything, it was a wake-up call. I don't belong here, and I don't want to be anywhere I don't belong. What point is there wasting my energy pretending otherwise? Everybody knows it."

"I think you're allowing yourself to be defeated. If I may be so bold as to say it outright."

"There's surrendering to needless defeat, and then there's recognising that the battle isn't worth fighting in the first place," she said, resignation filling her voice more than woe or self-pity. "I want to be somewhere where people understand me. Where they actually like and know me. That's not wrong. Elizabeth does, Elizabeth has been…has been so impossibly good to me. But I can't spend all of my time cowering behind her skirts and expecting her to stick up for me amongst this lot. It's not fair on her, and I don't want her to. I'm tired, Lieutenant. I've been tired ever since I arrived here. I don't think that's going to change if I remain."

Tired, James knew, was a code for the emotions she would not admit to. Fear, and melancholy. Amongst others.

Groves sighed.

"Very well. But I still insist that you call me Theodore."

"And if it is too absurd?" there was a smile in her voice now – the first display of mirth James' had caught from her all evening.

"I've never been much attached to it. We can brainstorm a new one for me when I visit tomorrow."

"You still want to visit?" surprise coloured her voice.

"You just said we shall be friends," he pointed out.

Theodora breathed a surprised laugh, and he could hear the smile in her voice as she replied.

"Good, then. I'll have a list ready. How do you feel about Beauregard?"

"I feel hopeful that the rest of the list will be more promising," Groves chuckled.

Knowing it was only a matter of time before he was either missed or caught, he turned…and found himself face to face with Elizabeth Swann. Judging by the look she shot in the direction of the room Groves and Theodora occupied, she had heard everything just as he had – and by the one she then levelled at him personally, his reaction had not gone unnoticed.

At first, it looked like she might speak, but the sound of shuffling reached their ears, and it would not be long before they were discovered. So, she nodded in the direction of the passageway that would lead out onto the patio, and then the gardens. James obeyed. He didn't have much choice in the matter, although he held little optimism about what words might pass between them. His last conversation in the Governor's gardens had hardly gone well.

They stepped out into the night, mostly overcast which meant they would not be seen easily here, and Elizabeth turned to him, watching him expectantly. James cleared his throat.

"I feel I must apologise," he said.

She nodded.

"If my actions have caused any awkwardness between you and Miss Byrne, for I know she has become a dear friend to you, then you have my sincerest-"

"To me?" she interrupted sharply. "You feel you must apologise to me, Captain?"

"Only because I cannot apologise to Miss Byrne."

"You cannot? Have you tried?"

"Last we spoke, she asked that I leave her be. I intend to honour that request."

"You shouldn't!"

"It is for the best," he replied firmly.

"The best for whom, Captain Norrington?!"

"For…for…"

He did not hesitate because he had no answer to her question, but rather because the answer was hardly one that he could speak aloud. The best for everybody. For Theodora, because it was what she wanted, for Elizabeth, because it would rid her of whatever suspicions he harboured about he and her friend, and for James himself because…well, it would rid him of any ill-gotten confusion. Regarding what woman he should have been spending his time thinking about.

While he could voice none of that, Elizabeth's shrewd eye seemed to catch it all on his face. Of course she saw it, she was no fool. Not in the slightest.

"May I speak frankly?" she asked finally.

While her voice held none of the sharpness it previously harboured, it was still far from gentle.

"By all means," he said – and he meant it.

Months ago, he'd have sawn off his arm with a wooden sword to have her speak frankly to him, rather than through fifty different layers of propriety and social graces. That had never been a problem for Theodora. No, she—no. That was precisely the line of thinking he was trying desperately to shake himself out of these days.

"How might you have felt, back there, had Theodora accepted Lieutenant Groves' overtures?"

Considering the dread that had seized him upon hearing said overtures, the answer was not hard to come by. It was, however, rather more difficult to admit. Even now, a worry grew in the back of his mind that he had not heard the last of the prospect of their becoming more. Many a stout romance began as friendship, and he had certainly been able to cheer her with remarkable speed. If that continued, she may decide to remain. With him.

"The private affairs of Lieutenant Groves are no business of mine," he said flatly.

Annoyance flashed in Elizabeth's dark eyes once again, as bright as a strike of lightning, even in the darkness the night cloaked them in.

"If I am to speak frankly, you must extend me the same courtesy," she warned.

"I am."

"You are not! Captain, since the last time you were here, I have barely been able to pry a conversation out of Theo. Much less a smile, or a laugh. Does that sound like her?"

Whatever small hope he'd had that her change in demeanour was simply due to his return, a ward to disabuse him of any temptation to approach, died a swift death then and there. His guilt only increased. That, at least, seemed to grant the woman before him some satisfaction where his words could not.

"No, it does not."

"I have since learned, tonight, that you have hardly been in the best of moods since that night, either."

"The gossip of sailors," he scoffed.

Ones who would find themselves buried under ungodly amounts of mind-numbingly boring tasks, once he ascertained who exactly had been spreading rumours.

"Is it?"

"I shall not pretend that I do not regret my actions that night, especially if they caused you distress in your own friendship with your guest, but-"

"She's talking about leaving, you know."

At that, he could not muster an uncaring façade.

"I do not yet know how she intends to do so, but I know that she will. It is not an idle threat. Theo does not make idle threats. Your actions and your treatment of her, she has told me, were a timely reminder that she does not belong here. That she was foolish to think otherwise, and that she was foolish to develop an attachment."

"If she believes her attachment to you was foolish because of my actions, then she-"

"To you, Captain. Not to me. To you."

"Well…I…" he finally stopped gawping long enough to respond properly. "That was misguided on her part."

"Was it?" she challenged yet again.

"Yes!"

"Why?!"

Now, he found himself echoing Lieutenant Groves' earlier sentiments, his jaw clenching and unclenching, staring off into the gardens so he could force himself to speak.

"I suspect you know why."

It was not an easy thing to say. But she had demanded frankness, and so she would have it.

"Captain, I have known you for some time. A long time. I do not believe you would be standing here in such distress if you had no feelings for Theo."

"In which case, that is misguided on my part."

"Why? Because she is Irish? Or because of her social standing?"

"Of course not!"

"Because you still insist she harbours sinister secrets, then? I will confide this in you, even if I know she would not wish me to do so."

"Then you should not-"

"I know everything she has not seen fit to tell others. All of it. There is nothing sinister there, and there is nothing that might impede you. Unless you truly do succeed in driving her away."

"What…?"

"I can say no more on the matter. Trust what I have said."

James stared at her, and she stared back – as though daring him to challenge her. How long had she known the answers he sought? What were those answers? If she said there was no impediment, that would mean…that there was no husband. But how did that explain all of the factors that led him to that suspicion? Elizabeth had hinted at cruelty, but…but one did not have to be married to a woman to be cruel to her. That much made sense. Perhaps…

Whatever theories began to arise, he put a forceful end to them. Those thoughts, at least, he could control. They mattered not, when weighed upon the conversation currently at hand. So he stopped his incredulous staring, cleared his throat, and schooled his expression.

"It makes no difference."

"Why, Captain? Why does it not?" she demanded.

"I have told you why, Elizabeth!" he all but snapped. "Because it is not…it is not…"

"What you had planned?" a strong sort of knowing seeped through her tone.

How was it that she managed to pin the thoughts he himself could not even begin to untangle with such expert precision?

At that question, her implorations turned from furious to soft, though no less firm despite that. The frown was smoothed from her brow, her eyes no longer blazed, but she did not shrink or falter. James suspected she was incapable of either, much like the woman she championed.

"Captain…James…" she sighed, wringing her hands and hanging her head for a moment before she looked at him once again, resolving herself to the rule of frankness that prevailed over this conversation. "Plans change. That is perfectly alright. It's good, so long as you don't cling to the old one for the sake of clinging to the old one, forsaking your own happiness and that of others for the sake of it. There are…there are times when doing the correct thing, in the eyes of others, can be the wrong thing, if done for the wrong reasons."

He hadn't the faintest idea of what to say to that – nor if he could speak if he even truly tried to do so. Happily, or unhappily, Elizabeth was not finished having her say.

"I am not inside your mind. I believe I am correct, but perhaps I am not. If so, leave Theodora be. I would not have you pursue her as a second best option – in fact, I should never forgive you if you do. But if I am correct, and you're denying both yourself and Theodora a chance at very real happiness because you're too stubborn to see what is directly before your eyes, I shall find that hard to forgive, too."

"However…hypothetically speaking…if the latter were the case," he said slowly, feeling quite numb. "It is far too late to change anything now. Is it not?"

"That, I cannot answer. But there is only one way to find out."

"Oh?"

"Try," she said.

They remained standing there for a few long moments, until Elizabeth finally sighed and clasped her hands before her.

"I would ask one thing of you," she said finally. "We will not discuss it, if you concede, this is for your sake."

"What is it?"

Considering how this conversation had transpired, he did not dare agree before he heard the request. Once, he might have – even if the request involved walking upon molten glass. But now, he could not.

"When you return to your home tonight, put whatever plans you may once have had from your mind," she said carefully. "Only for a moment. A minute, an hour, thirty seconds, whatever it takes. Picture two eventualities. One in which you do the expected thing. And one in which you follow what it is you truly wish to do, if I am in fact correct about what that is. Consider which one brings you more joy. Make that your compass. Not reason."

He did not agree, but he knew he would do so anyway, now that the idea was in his mind. He was a glutton for punishment, it seems. But she seemed not to expect a response, straightening and lifting her chin.

"My father tells me the formalities, in the way of paperwork, are all almost concluded to secure your promotion. You'll soon be Commodore Norrington, I hear. Congratulations – truly. You deserve it."

It was not news, not to him. Although until the ink was dry, he was content for it to be news that had not yet reached the ears of the rest of those gathered here. With a parting nod, Elizabeth swept soundlessly from the gardens, save only for the rustle of her skirts. James remained. Movement was even more impossible than speech was.

She had given him much to think about.

A/N: I really loved the idea of Elizabeth parroting the advice her father gives her in TCOTBP, even though he hasn't actually given her it yet in this timeline. I just think it shows the bond and the closeness between them, that they'd give similar advice under similar circumstances.

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