The curse on the Black Pearl has been lifted, but now despicable East India Trading Co. rep Lord Cutler Beckett (Tom Hollander) has set his sights on seizing the fabled Dead Man's Chest in order to gain control of the apparently undead Davy Jones (Bill Nighy), and thusly using this power to destroy all the pirates of the Caribbean. However, Sparrow has a debt to settle with the heartless villain Davy, so he hatches a scheme to track down the Dead Man's Chest, which was rumored to contain Davey's still beating heart.

Alas, trouble ensues, and Sparrow is caught. Beckett then condemns lovebirds Will Turner (Bloom) and his annoying fiancée Elizabeth Swann (Keira Knightley) for their part in Sparrow's escape. Unless Will tracks Jack and acquires his broken compass for Cutler, he and Elizabeth will go to the gallows.

Meanwhile, the now disgraced Commodore Norrington (Jack Davenport) joins Jack's crew but he has other plans for that chest. Throughout the journey, we’ll observe chance encounters with Will's father, Bootstrap Bill (Stellan Skarsgard), who had lost his soul to Davy; a blackened-tooth Jamaican soothsayer, Tia Dalma (Naomie Harris); and Mercer (David Schofield), Beckett's informer in disguise.