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The East India Trading Company arrives in Port Royal, Jamaica to extend its monopoly in the Caribbean and purge piracy. Leading the expansion is Lord Cutler Beckett, a powerful and ruthless EITC agent who arrests Elizabeth Swann and Will Turner shortly before their wedding. Beckett threatens to execute them and the absent ex-Commodore James Norrington for aiding Captain Jack Sparrow's escape, but he offers clemency if Will agrees to search for Sparrow and his magical compass which points to what someone wants most. An informant in Tortuga leads Will to the Black Pearl run aground on Pelegosto, a cannibal-inhabited island where Jack and his crew are captive. Jack hid there after he was visited by his former crewmate, "Bootstrap Bill" Turner, who is now an indentured sailor aboard Captain Davy Jones' ghost ship, the Flying Dutchman. Bootstrap delivers Jack the Black Spot, a mark that signifies his debt to Jones is due. Thirteen years before, Jones raised the Black Pearl from the ocean depths and made Jack its captain. In exchange, Jack must now serve aboard the Flying Dutchman for 100 years.
Will, Jack, and a few crew members escape their Pelegosto captors, unexpectedly recruiting Pintel and Ragetti along the way, and head for sea. Jack has been searching for a certain key, but his magical compass has failed. He agrees to give Will the compass if he helps him find the key and the object it unlocks. Seeking assistance from Tia Dalma, a voodoo priestess, Jack learns the compass will not work because he does not know what he truly wants, or is unable to claim it as his own. The key, Tia tells him, unlocks the Dead Man's Chest containing Davy Jones' beating heart. When the pain of lost love became too much to bear, Jones carved the heart from his chest, burying it in a secret location. Whoever possesses the heart controls Davy Jones, thereby controlling the world's oceans. Back at sea, the Flying Dutchman encounters Sparrow, who deviously attempts to barter Will in exchange for himself. Jones demands 99 souls within three days for Jack's freedom and keeps Will as a "good faith payment".
In Port Royal, Governor Weatherby Swann frees Elizabeth. Confronting Beckett at gunpoint, she forces him to validate a Letter of Marque�a royal document with which Beckett intends to recruit Sparrow as a privateer, and which Elizabeth wants for Will. Stowing away on a merchant vessel, Elizabeth lands in Tortuga where she finds Jack and Gibbs desperately recruiting unsuspecting sailors in a pub to pay off his debt. A disheveled Norrington also applies. Blaming Sparrow for his ruin, he tries to shoot the captain and ignites a brawl. Elizabeth knocks him out to save him from the angry mob. At the pier, Jack reveals the compass' secret to Elizabeth; it points to what the holder wants most in the world. When he convinces her that she can save Will by finding the chest, she gets a bearing. Once the ship is underway, an attraction arises between Jack and Elizabeth.
On Isla Cruces, Jack, Norrington, and Elizabeth find the Dead Man's Chest. Will, who has escaped the Flying Dutchman with help from his father, Bootstrap Bill, arrives with the key that he stole from Davy Jones. Will wants to stab the heart to free his father, but Jack cannot allow that in fear of the Kraken being uncontrollable if Jones is dead, and Norrington desires it to give to Lord Beckett as a way of regaining his rank as well as using Elizabeth's Letters of Marque. The three, each desperate to gain the chest, begin a three-way duel; the arrival of Jones' crew and Pintel and Ragetti's attempt to make off with the chest further complicate matters. Norrington ultimately escapes with the heart and the Letters of Marque while Jones' crewmembers retrieve the now-empty Dead Man's Chest.
The Flying Dutchman pursues the Black Pearl, but with the wind behind them, the Black Pearl outruns her. Jones ends the pursuit and instead summons the Kraken. Jack leaves the Black Pearl in a longboat and starts rowing back to Isla Cruces; but unable to desert his crew, he returns in time to save them. He gives the order to abandon ship before the Kraken makes its final assault. �Realizing the Kraken is only hunting Jack, a deceptive Elizabeth passionately kisses him while handcuffing him to the mast. Racked with guilt over her betrayal, she tells the others Jack chose to remain behind, unaware that Will saw the kiss and now believes she loves Sparrow. Freeing himself from the shackles, Jack charges the Kraken; the colossal beast drags him and the Black Pearl to a watery grave.
Watching from his ship, Davy Jones declares their debt settled, although he soon discovers the chest is empty. Norrington, meanwhile, makes his way to Port Royal and delivers the heart and the Letters of Marque to Cutler Beckett in a bid to regain his career. Elizabeth, Will, and the surviving Black Pearl crew seek refuge with Tia Dalma. She asks if they would be willing to save Jack from Davy Jones' Locker. When all say, "Aye," Tia Dalma sends the crew on their next journey to World's End to rescue Jack with a captain who knows those waters � Captain Barbossa.
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