CSAPirates of the Caribbean: Curse of the Black Pearl had the absurdity of its very premise going for it: how could a movie based on an amusement park ride, of all the creatively bankrupt things, turn out to be good? But it was – the film was a blast from beginning to end, it gave us one of the defining characters of Johnny Depp’s career, all while ending up as a megasmash. Now three years later Disney is turning out back to back sequels; this time the stakes are higher because we aren’t underestimating what director Gore Verbinski and his cast can do.  Amazingly they meet many of those expectations.

Pirates of the Caribbean: Dead Man’s Chest doesn’t quite have the propulsive energy that sent me swashbuckling out of the theater last time. This film gets a little bogged down in its own plot machinations and contrived obstacles, and there’s a curious decision made to give most of the exposition to characters who need subtitles. But when the movie maneuvers out of the shallows and gets into deep water it shows its stuff, especially in a third act that packs as many thrills and as much fun into thirty minutes as any of the Indiana Jones films did in their entire running times.

When the film starts Keira Knightley’s Elizabeth Swann is left at the altar as her beau, Orlando Bloom’s Will Turner, is in chains. The charge is helping known pirate Captain Jack Sparrow escape the gallows – and it turns out that Elizabeth is to be charged as well. The weasely Dutch East Indies representative will help them avoid their fates at the end of a hangman’s rope only if Will finds Sparrow and retrieves his magic compass. Leaving his beloved in prison, Will begins combing the Caribbean for the fey buccaneer.

Sparrow, meanwhile, has problems of his own. He’s visited by Will Turner’s father, Bootstrap (Stellan Skarsgard), who has developed a barnacle issue. It turns out that Bootstrap serves as crew on the Flying Dutchman, the otherworldly ship of Davy Jones, master of the sea and the proud owner of a locker (as well as the chest of the title). Jones and Sparrow made a deal a decade ago, and the time has come for the pirate to pay up – the price is one hundred years of servitude on the Dutchman. If he doesn’t come willingly, Davy Jones will send his pet beast, the Kraken, to collect.

I’ve laid the story out much more clearly than the film does – Dead Man’s Chest starts quite in media res and doesn’t take time to re-establish characters, so while you’re trying to remember who is who and what their relationships are, you might be missing some integral motivations and plot points, especially since they’re often delivered in thick accents (by Naomi Harris as the swamp with Tia Dalma) or hushed tones (Skarsgard, speak up!). In fact it’s the film’s weird desire to keep its own plot secret that led me to make an initial call that the second act was a disaster – I didn’t fully understand who was going where, or why. The second act still has its problems, mainly it sags under the weight of its own narrative, but now I realize that it at least makes sense.

Someone described Gore Verbinski to me as Terry Gilliam with commercial sensibilities; The Weather Man aside, I can see that. Both Pirates films are heavy on grunge and detail and a working class kind of fantasy – Gilliam and Verbinski both populate their worlds with fantasy elements that couldn’t be real but feel like they should be. The Pirates films feel a lot like a sillier Time Bandits to me, and they’re like an anti-Harry Potter; while the Potter films take the time to marvel at the beauty of a flight with Buckbeak, Dead Man’s Chest treats the Flying Dutchman’s penchant for submersion as just another element of the world. It’s the matter-of-factness and attention to detail that allows Verbinski to keep your disbelief easily suspended – at one point in the film Jack Sparrow and Will Turner encounter a tribe of cannibals who seem conspicuously far from the South Pacific where they should be living, but you accept it, and you have fun with it.

Dead Man’s Chest is at its best when Verbinski is let loose on action sequences. He has a clean and energetic style that recalls the Indiana Jones films in the way the Indiana Jones films recalled movies like Gunga Din – you see the influence but it’s not a copy. If anything it’s an updating, taking the familiar concepts and making them competitive in a more slam-bang action marketplace. And Verbinski, like Spielberg before him, does it in a way that will appease the current crop of kids while not debasing himself to the quick cutting and constantly exploding aesthetic of the day. Even as the movie comes to its breathless third act (which includes a three way swordfight, an endlessly ingenious fight on a rolling wheel, a chase scene between pirates and monsters, and multiple waves of Kraken assault), Pirates manages to feel old fashioned. The pace is quicker than anything you would see in the black and white days, but the sheer rush of cinema is timeless.

Dead Man’s Chest also represents an astonishing technical leap forward. The character of Davy Jones, played by Bill Nighy, is done without make-up – Nighy showed up on set in a funny motion capture suit and acted, and this incredible octopus man was painted over him. In many ways it’s like Gollum from Lord of the Rings except that most of the motion capture was done on set, and that Davy Jones looks much, much better. I don’t think he beats Gollum as a character, and Nighy doesn’t beat Andy Serkis in performance, but audiences would be excused if they thought Davy Jones was one part make-up, one part animatronics and one part CGI touch-up. The character has gloriously expressive eyes, and his skin has a believable texture.

The Kraken’s great as well. We see mostly the beast’s tentacles as the whip around hapless ships, grabbing more hapless sailors and take them to their Harryhausenian dooms. Verbinski’s matter-of-fact aesthetic really helps with this monster, as we don’t get anything resembling a Kraken moneyshot until the very end of the film, and even there we only see a portion of the creature.

If there’s one beastie that Dead Man’s Chest is missing, it’s Geoffrey Rush’s Barbossa. Davy Jones is a spectacular looking villain, and quite a nasty one as well, and his crew of half-man, half-various-forms-of-sea-life monsters will give even the most sensible adults Toys ‘R Us chubbies, but there’s a playfulness missing. I realize that this is a darker installment than the first, but Davy Jones is just a heavy (if a touch of a mopey one – he’s had his heart broken, the poor thing, and that’s why he’s evil) and the film doesn’t give Sparrow anyone to play off of. Will Turner’s too goody-goody to verbally spar with, and at any rate the film keeps most of the main characters apart as much as possible. Sparrow needs a foil, and while the second half of the movie sort of gives him one in the form of Elizabeth, it’s not enough.

Which isn’t taking anything away from Depp – he’s still as much fun as ever in the role, which is more than I can say for Orlando Bloom. For years now I’ve desperately wanted to like him in something, anything, but he won’t work with me. He’s serviceable, and I guess that Will Turner is supposed to be a little boring, but I just couldn’t connect with him. And considering that Turner has the big emotional arc in the picture (remember, his undead dad is in this one), that’s a problem. Keira Knightley is another matter altogether – she’s growing into an altogether remarkable actress, with enough screen presence to battle Depp for every inch of the frame. Elizabeth’s story doesn’t get going until the second half – she spends most of the first hour or so in prison – but once it does she’s great fun, and it seems that the third film promises us a more action-oriented Elizabeth, and one who will have to deal with a shockingly tough choice she makes at the end of this film.

It’s no secret that Dead Man’s Chest ends on something of a cliffhanger. The main story – about the contents of the titular chest, and how it can bring the owner mastery of the seas – doesn’t exactly wrap up in this one, but it comes to a satisfying enough conclusion for 2006. After a slow middle, Dead Man’s Chest ends after a thoroughly exhausting finale, one that will leave filmgoers satisfied and yet willing to wait for the conclusion next summer.

8.6 out of 10