Will discovers that there's more to life than just Elizabeth, and is thorn between her and saving his father. This culminates in her sacrificing Jack's life at the end of the movie.
Elizabeth follows the opposite direction, slowly learning to manipulate and deceive others and become more of a Pirate, although with generally good intentions. It expands thematically on all the main characters: Jack is forced to change, learning (or failing to) be a "better man". But I have to say, after watching the trilogy again, the second movie really stands out. I was always of the impression that the franchise formed a great trilogy, with "Curse of the Black Pearl" being the best.
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