The pirate-slave alliance on Nassau is crumbling. After hearing of the alliance's massacre of the Underhill Estate overseer and his family, slaveholders at the Edwards Estate torture and kill slaves in revenge.

Julius, an Edwards slave, thinks the buccaneers are partly to blame. While being unshackled for transport, he attacks an overseer and  inspires an uprising.

At sea, Gov. Rogers learns from a fleeing British ship's crew that prates murdered his stand-in, Capt. Berringer and seized Nassau. Fearing for his wife, Eleanor Guthrie's safety, he sails for Nassau on another vessel and leaves his lieutenant in charge of the prisoners.

The lieutenant forces pirate leader, Capt. Jack Rackham to offer up one man at a time for rigged fist-fights against the toughest Redcoat. Then he forces Rackham's lover, Anne Bonny, to slug it out with him. 

But after getting knocked down, Anne grabs glass shards in both hands and kills a pair of British sailors. Then, she miraculously grabs keys to shackles and tosses them to Rackham, who then frees as many prisoners as he can, starting an all-out brawl.

Flint berates Billy for causing the pirate-slave union breakdown, then sends Madi to a former slave estate to try and patch things up.

Billy releases his own prisoner, Max to Silver, who then trades her to Eleanor for 20 pirate prisoners — but only after he tells Silver that Flint's war will get his lover Madi killed. Meanwhile, Israel Hand tells Flint that Silver eventually will betray him.

In the fort, Eleanor tells former lover Max she almost agreed to leave Nassau with her, but couldn't, because she and the town are too strongly linked. But later Eleanor offers Flint and Silver a deal: safe passage away for her and an unspecified number of others and the Urca de Lima treasure, in exchange for the Fort and its weaponry, release of all pirate prisoners and surrender of all British soldiers.