To control the oceans, Lord Cutler Beckett (Tom Hollander) executes anyone associated with piracy. Beckett, who possesses Davy Jones' (Bill Nighy) heart, orders Jones to destroy all pirate ships. Condemned prisoners sing "Hoist the Colours" to compel the nine pirate lords comprising the Brethren Court to convene at Shipwreck Cove. However, Captain Jack Sparrow (Johnny Depp), pirate lord of the Caribbean, never appointed a successor. Captain Barbossa (Geoffrey Rush) leads Will (Orlando Bloom), Elizabeth (Keira Knightley), Tia Dalma (Naomie Harris), and the crew of Black Pearl to rescue Jack. Sao Feng (Chow Yun-fat), pirate lord of the South China Sea, possesses a map to Davy Jones's Locker, where Jack is imprisoned. Will bargains with Feng for the Pearl in exchange for Sparrow, so Will can rescue his father from The Flying Dutchman.
The crew journeys into the Locker and retrieves Sparrow. As the Pearl seeks an escape route, dead souls float past, including Elizabeth's father Weatherby Swann (Jonathan Pryce), who was murdered by Beckett. Tia Dalma reveals that Davy Jones was appointed by Calypso, Goddess of the Sea and his lover, to ferry the dead to the next world. In return, Jones was allowed to step upon land for one day every ten years to be with his love; when she failed to meet him, he abandoned his duty and transformed into a monster.
After returning to the living world, the Pearl is ambushed by Sao Feng's flagship called the Empress. Sao Feng, then reveals his agreement with Will. Feng betrays Will, handing over the crew to Beckett in exchange for the Pearl. Beckett takes Sparrow aboard his vessel, the Endeavour, although Jack refuses to divulge where the Brethren Court will convene. Instead, Jack offers to lure the Court out in exchange for Beckett protecting him from Jones. Feng bargains with Barbossa to release the Pearl in exchange for Elizabeth, who he believes is Calypso trapped in human form. When Feng takes Elizabeth aboard to the Empress, the Black Pearl attacks the Endeavour, allowing Jack to escape. Meanwhile on the Empress, Feng tells Elizabeth that the first Brethren Court trapped Calypso in human form so men could rule the seas. When Davy Jones attacks the Empress, the mortally wounded Feng appoints Elizabeth as his successor. She and the crew are imprisoned in The Flying Dutchman's brig. Bootstrap Bill reveals to Elizabeth that the person who stabs Davy Jones' heart becomes the next captain of the Flying Dutchman. Admiral James Norrington (Jack Davenport) frees Elizabeth and her crew. They escape to their ship, but Norrington is killed by a crazed Bootstrap Bill Turner (Stellan Skarsgård).
Will leaves a trail of corpses for Beckett's ship to follow. Jack catches Will and they discuss Davy Jones' heart. Jack suggests he stab the heart, to solve Will's conflicting obligations (freeing his father and Elizabeth), then tosses Will overboard after giving him his compass so Beckett can find Shipwreck Cove. Will is rescued by Beckett, and Davy Jones reveals that he masterminded Calypso's imprisonment. At Shipwreck Cove, The pirate lords such as Barbossa, Ammand, Capitaine Chevalle, Sri Sumbhajee, Ching, Jocard, and Villanueva present their nine "pieces of eight", but disagree over freeing Calypso. Barbossa calls upon Captain Teague (Keith Richards), Jack's father and Keeper of the Pirate's Code, to confirm that only a Pirate King can declare war. Elizabeth is elected King after Sparrow's vote for her breaks a stalemate. She orders the pirates to war. During a parley with Beckett and Jones, Elizabeth swaps Sparrow for Will after realizing Jack and Will plan to have Jack stab the heart; swapping Jack places him on the Dutchman with the heart. Jack hoped for this to happen because if Jack was placed aboard the Dutchman, he could stab Jones' heart. Barbossa steals Jack's "piece of eight" and takes Elizabeth and Will back aboard the Pearl.
Barbossa collects Elizabeth's "piece of eight" and uses the rest to free Calypso, who was bound as Tia Dalma. Will discloses that Davy Jones betrayed her to the Brethren Court. Her fury unleashes a maelstrom, in which the Dutchman and the Pearl battle. Sparrow escapes the Dutchman's brig and steals the Dead Man's Chest and then battles Davy Jones on the Dutchman's masts. Will proposes to Elizabeth and Captain Barbossa marries them in the midst of battle. Will boards the Dutchman and defeats Jones' first mate, Maccus with help from Jack the monkey which allows him to retrieve the chest. Elizabeth boards the Dutchman to save Will and Sparrow. Elizabeth battles Jones but is knocked down. When Will tries to save Elizabeth, he is mortally wounded by Jones. Sparrow places his sword in Will's hand and helps Will stab Jones's heart before he dies. Jack and Elizabeth escape The Flying Dutchman as the crew place Will's heart in the Dead Man's Chest; the ship disappears into the whirlpool. When the Endeavour moves to attack the Pearl, the Dutchman resurfaces with Will as the captain and the crew now human. When the Pearl and the Dutchman move towards the Endeavour, Beckett realizes that he no longer controls the Dutchman and becomes too nervous too respond to his men. When the Pearl and the Dutchman attack the Endeavour, Beckett's first mate, Lieutenant Theodore Groves orders the marines to abandon ship. The Endeavour is destroyed and Beckett is killed. This causes the massive armada to retreat without a fight. Will is bound to sail the sea as The Flying Dutchman's captain. Elizabeth bids Jack, Barbossa, and the crew farewell before Will and Elizabeth have one day together and consummate their marriage. He departs after giving Elizabeth the Dead Man's Chest. Barbossa commandeers the Pearl, stranding Jack and Gibbs in Tortuga. Barbossa looks at the charts of the map for the Fountain of Youth with the crew, only to discover Jack cut out the middle. Jack sails from Tortuga in a small boat to find the Fountain of Youth.
Johnny Depp - (Jack Sparrow)
Geoffrey Rush - (Captain Barbossa)
Orlando Bloom - (Will Turner)
Keira Knightley - (Elizabeth Swann)
Jack Davenport - (Norrington)
Bill Nighy - (Davy Jones)
Jonathan Pryce - (Governor Weatherby Swann)
Lee Arenberg - (Pintel)
Mackenzie Crook - (Ragetti)
Kevin McNally - (Gibbs)
David Bailie - (Cotton)
Stellan Skarsgård - ('Bootstrap' Bill Turner)
Tom Hollander - (Cutler Beckett)
Naomie Harris - (Tia Dalma)
Chow Yun-Fat - (Captain Sao Feng)
Martin Klebra - (Marty)
Keith Richards - (Captain Teague)
David Schofield - (Mercer)
Reggie Lee - (Headless)
Andy Beckwith - (Clacker/Dutchman)
Lauren Maher - (Scarlett)
Vanessa Branch - (Giselle)
Geoffrey Rush - (Captain Barbossa)
Orlando Bloom - (Will Turner)
Keira Knightley - (Elizabeth Swann)
Jack Davenport - (Norrington)
Bill Nighy - (Davy Jones)
Jonathan Pryce - (Governor Weatherby Swann)
Lee Arenberg - (Pintel)
Mackenzie Crook - (Ragetti)
Kevin McNally - (Gibbs)
David Bailie - (Cotton)
Stellan Skarsgård - ('Bootstrap' Bill Turner)
Tom Hollander - (Cutler Beckett)
Naomie Harris - (Tia Dalma)
Chow Yun-Fat - (Captain Sao Feng)
Martin Klebra - (Marty)
Keith Richards - (Captain Teague)
David Schofield - (Mercer)
Reggie Lee - (Headless)
Andy Beckwith - (Clacker/Dutchman)
Lauren Maher - (Scarlett)
Vanessa Branch - (Giselle)
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