Capt. Berringer, who learned of Max's secret meeting with Silver, brings her before a judge and charges her with treason. He'll only spare Max's life if she helps him crush the resistance.
At sea, waiting to attack Gov. Rogers's ship, Capt. Jack Rackham tells his lover, Anne Bonny, he longs to be seen by other pirates as the legendary Blackbeard's equal. On land, Capt. Flint and and two other men slaughter three Redcoats from behind, after cornering Long John Silver and Israel Hand.
Blackbeard's attacking and boarding Rogers's ship backfires as Redcoats storm his men from below deck. Rogers captures Blackbeard and Bonny. With his lover's life in peril, Rackham, from aboard Blackbeard's ship, the Revenge, raises the white flag.
As lovers Silver and Madi emotionally reunite, Eleanor tries to save her own former lover, Max, telling Berringer Max gave her information on the pirates' preferred routes into Nassau.
In a flashback, Rogers tells Berringer he once killed a crew of 73 Spanish sailors and let just one live, after the crew killed his brother — and that he'll do the same to Blackbeard's posse, starting with Blackbeard.
But after torturing, killing and beheading Blackbeard — with Rackham waiting on deck — Rogers changes his mind and orders him and the other pirates to be "secured."
After disgustedly watching Berringer publicly hang three pirates, Eleanor secretly tells her handmaiden to get a rival British officer to get a group of trustworthy soldiers, find Max, get supplies and meet them at the fort.
Silver, on horseback and Flint, on foot, lead the resistance into the town square to take on Berringer and the Redcoats. In the ensuing battle, just as the rebels appear doomed, Billy Bones and his group save them. The battle ends with Hand slitting Berringer's throat.