- Lord Cutler Beckett (Tom Hollander) wants to control all commerce in the Carribean, and needs Jack Sparrow's magic compass to do it;
- Will and Elizabeth are sentenced to death unless Will can convince Jack to trade the compass for their pardon;
- Jack Sparrow must pay his debt to Davy Jones (Bill Nighy) or find a way to cheat Jones instead;
- Former Commodore Norrington will do anything to regain his honor and his commission;
- Elizabeth must escape from prison and stow away on another ship in order to catch up with Will Turner. At the same time, she struggles with her desire to become a pirate, and a possible romantic attraction to Jack Sparrow.
- Will Turner must kill Davy Jones in order to save his father, "Bootstrap" Bill Turner (Stellan Skarsgård), from eternal servitude aboard Jones's Flying Dutchman. Is there any wonder why this movie clocks in at two and a half hours?