Davy Jones’ octopus-like appearance in Pirates of the Caribbean is no accident. Not only do his tentacles and barnacles make for an impressive-looking villain, but they also hint at his background and personality. Bill Nighy played Davy Jones, Pirates of the Caribbean's main antagonist for two movies, but although the villain’s appearance is based on him, his more aquatic features were completely computer-generated. The only time Jones appears as a human is during At World’s End when he visits Calypso and his past is finally revealed.

As the captain of the Flying Dutchman ship, Davy Jones is incredibly powerful and one of the most dangerous villains of the series. He can appear on any ship at sea, pass through solid objects, and feels no pain. He can track any soul that is marked by the black spot, and he’s also capable of summoning and controlling the Kraken, a terrifying sea monster that can destroy and sink any ship in the sea. However, while he’s immortal, he has two weaknesses. First, he can only step on land every 10 years (although a bucket with seawater seems to circumvent this problem), and second, he has carved out his heart out of his chest. Anyone holding his heart can control and command him.

Related: Pirates of the Caribbean: Why Jack Sparrow Changed The Black Pearl's Name

The reason why Jones ripped his heart out is deeply connected not only to his appearance but also to the appearance of his crew and ship. Before becoming the captain of the Dutchman, Davy Jones' Pirates of the Caribbean story was that of a great sailor who fell in love with Calypso, the goddess of the ocean. Calypso gave him the task of guiding the spirits of those who died at sea, and Jones accepted this duty out of love for her. She promised they would reunite on land after 10 years. But Calypso, much like the ocean, could not be bound to anyone or anything. After a decade of doing his duty, Jones returned to land, but Calypso wasn’t there to greet him.

Why Davy Jones Turned Into An Octopus In POTC

Bill Nighy as Davy Jones the Captain of the Flying Dutchman in Pirates of the Caribbean and his crew

Betrayed, Jones decided to seek revenge and helped the first pirate court bind Calypso to human form, imprisoning her. Out of guilt for what he did, Davy Jones took out his heart and hid it in a locked chest so he could not feel the pain of losing her. After that, Jones abandoned his duties as a guide to the spirits and instead started attacking ships and recruiting sailors who were about to die. He would save them from death if they served him for 100 years aboard the Flying Dutchman.

Because he abandoned his sacred duties, Davy Jones' Pirates of the Caribbean fate was to slowly become consumed by aquatic fauna and flora, gaining monstrous features like tentacles. His corruption also affected the ship itself and the crew. The longer a sailor served him, the less human they became, eventually merging with the ship and losing all their sense of self. While it’s not outright stated how this process works, Calypso reveals this curse is tied to Jones’ years of cruelty and corruption. During the conclusion of Pirates of the Caribbean: At World’s End, Will Turner becomes the captain of the Flying Dutchman, and the crew recovers their human forms, suggesting that what matters is the heart of the one tasked with ferrying souls. If his heart is pure and dutiful, then the Dutchman and its sailors can retain their normal appearances.

How Disney Brought Davy Jones' Octopus Face To Life

Davy Jones in Pirates of the Caribbean

Davy Jones' backstory is one aspect of what makes the character so interesting, but another is how the animation team behind Pirates of the Caribbean: Dead Man's Chest and At World's End managed to make his octopus features realistic and terrifying. Bill Nighy provided motion capture for the character, and his incredible performance shows in Jones' facial expressions and body language. The tentacles, however, are all CGI. After Nighy's performance on set was captured, Industrial Light and Magic was tasked with mapping the tentacles, which move independently like fingers, onto the live-action footage. The result is that Pirates of the Caribbean's Davy Jones is arguably its most captivating villain, not only due to his in-world story but also because of how intimidating he looks.

More: Pirates of the Caribbean: How Old Captain Jack Sparrow Is In Each Movie