Lord Cutler Beckett, a powerful and ruthless agent of the East India Trading Company, arrives in Port Royal and arrests Elizabeth Swann and Will Turner shortly before their wedding ceremony, threatening to execute them and the absent ex-Commodore James Norrington for helping Captain Jack Sparrow escape. What Beckett really wants, however, is Sparrow's magical compass, and he makes Will search for it in return for their release. Will finds the Black Pearl at Pelegosto, a cannibal-inhabited island where Jack and his crew are captive. Jack hid there after being visited by his former crew mate, "Bootstrap Bill" Turner, who is now a sailor on the ghost ship, the Flying Dutchman. Bootstrap delivered the Black Spot to Jack, a mark that his debt to Captain Davy Jones is due. Thirteen years previously, Jones raised the Black Pearl from the ocean floor and made Jack her captain. In exchange, Jack must now serve aboard the Dutchman for 100 years or face Jones' leviathan, the Kraken.
Will, Jack and the crew escape, unexpectedly recruiting Pintel and Ragetti as they are attempting to commandeer the Pearl, and head to sea. Jack has been searching for a key that leads to untold riches, but his magical compass fails. He agrees to give Will the compass if he helps him find the key and what 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 he knows but 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 was too much to bear, Jones carved it from his chest and buried it. Whoever possesses the heart controls Davy Jones, thereby controlling the oceans. Back at sea, the Flying Dutchman encounters Sparrow, who deviously attempts to barter Will in exchange for himself. But Jones demands 100 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 that Elizabeth wants for Will. Stowing away on a merchant vessel, Elizabeth lands in Tortuga where she finds Jack and Gibbs recruiting unsuspecting sailors in a pub. A fallen James 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 dock, 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, tension arises between Jack and Elizabeth when each discovers the compass now points to the other. It is unclear if they desire one another or if each seeks the other as a means to obtain what they truly want.
On Isla Cruces, Jack, Norrington, and Elizabeth find the Dead Man's Chest. Will, who has escaped the 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 a three-way duel erupts between Jack, Norrington, and Will, each claiming it; the arrival of Jones' crew and Ragetti and Pintel trying to make off with the chest further complicate matters. It is Norrington who ultimately escapes with the heart and the Letter of Marque while Jones’ crewmen retrieve a now-empty chest. The Flying Dutchman pursues the Black Pearl, but with the wind behind them, the Pearl outruns her. Jones ends the pursuit and instead summons the Kraken. In a moment of cowardice, Jack abandons the ship in a longboat, 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 kisses him while handcuffing him to the mast. Racked with guilt over her deceit, she tells the others Jack chose to remain behind, unaware Will witnessed the scene and now believes she loves Sparrow. Freeing himself from the shackles, Jack charges the Kraken, but the colossal beast drags him and the Pearl to a watery grave. Watching from his ship, Davy Jones declares their debt settled, although he soon discovers the chest is empty.
Arriving in Port Royal, Norrington presents the heart and the Letters of Marque to Lord Beckett in a bid to regain his career. Cutler Beckett now controls the seas. Meanwhile, the grieving crew seeks refuge with Tia Dalma. Consoling them, she asks if they would sail to the World's End to return Jack and the Black Pearl. When they agree, she says they will need a captain who knows those waters. To everyone's shock, the formerly dead Captain Barbossa descends the stairs, eating an apple, and demanding to know what has become of his ship. After the credits, the dog that the tribal people chased earlier in the film has been crowned chief.
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