Epic in proportion and extravagant in execution, Pirates of the Caribbean: Dead Man's Chest is the biggest movie of the summer. Ship-splintering attacks by a giant sea monster, vertiginous swordfights atop a runaway mill wheel, bravado escapes from cages constructed of human bones, dangling precariously above a primordial abyss...and these are just the set-pieces in a narrative that piles plot twist upon narrow escape, much of it taking place on a watery galleon crewed by a host of damned souls whose flesh has morphed into tentacles, claws and scales.

All this, plus Johnny Depp as the irrepressible Jack Sparrow, the most flamboyant pirate to swashbuckle a seventh sea, not to mention the adorable Keira Knightley and adonic Orlando Bloom reprising their roles as Elizabeth Swann and Will Turner. Dead Man's Chest, however, will be remembered for brilliant turns by Bill Nighy as the squidish Davy Jones, Naomie Harris as the curiously seductive soothsayer Tia, and Stellan Skarsgård as Bootstrap Bill, Will's barnacled father condemned for eternity to sail the spectral Flying Dutchman.

But, arrrgh, matey, the second installment of what has become a blockbuster franchise lacks the breezy charm of The Curse of the Black Pearl, which hijacked audiences, to their delight, in 2003. With something like a billion dollars at stake, the indefatigable Jerry Bruckheimer is anxious to ensure fans return to theatres for the third sequel, already filmed by director Gore Verbinski. As a consequence, Dead Man's Chest has traded spontaneity for spectacle. Everything in the film is inflated, leaving little room for the light wit that enlivened its predecessor. The movie no doubt will end up one of the most popular and successful sequels in cinema history, but like the small act that grows too big too soon, the initial enchantment has faded.

That said, Dead Man's Chest delivers enough thrills to satisfy the most CGI-sated viewer (although nothing to beat a moonlit swordfight among skeletons), and the story broadens to include a father-son reunion that balances out the lovers' triangle established in Black Pearl. There's a trove of new treasures to be coveted and a chest of new curses to be broken. Screenwriters Ted Elliott and Terry Rossio even work in a bit of social commentary, with the rapacious East India Trading Company intent on squashing high spirits everywhere by spreading the gospel of capitalism.

Which is how this episode begins...the noxious Lord Cutler Beckett (Tom Hollander) of said trading company arriving amid a prescient downpour-this is a wettish movie-to arrest Elizabeth and Will on their marriage day. Beckett jails Lizzie and forces Turner to accept an offer he can't refuse: Find Sparrow and persuade him to part with a supernatural compass that points toward one's deepest desire. For Jack, the compass represents a means of escaping an importune vow he made to the cruel Davy Jones, the lovelorn seaman who drowned his sorrow by ripping out his broken heart and locking it inside a buried chest. For the avaricious Beckett, it represents a way to control Jones and The Flying Dutchman, who have shown an inclination to wreak havoc upon East India ships.

This is just the beginning of a fantastic series of missteps and unintended consequences that find our heroes, such as they are, in the grasp of cannibals, when on land, and a massive many-tenacled beast known as the Kraken, when on water. Bruckheimer, Verbinski and their excellent crew capture the look and feel of a Saturday matinee double feature-the movie seems that long-with much more polish and a whole lot more budget. Industrial Light & Magic handled the effects, but everything about the production is first-rate, from make-up to costumes to set design. Soothsayer Tia in her spooky lagoon lair, Davy Jones playing the pipe organ in his rotting captain's den, the hothouse forests and pristine beaches of the Caribbean itself...Dead Man's Chest is redolent and resplendent.

With so much going on, the cast simply lack screen time to refine their characters. Depp has a rummy scene with Skarsgård at the start of the film, but he lapses into caricature and swishes his way through the rest of the movie. The screenwriters haven't much use for Knightley in the sequel, and Bloom, for all his good looks, lacks charisma. Lee Arenberg and Mackenzie Crook as Pintel and Ragetti, the Shakespearean odd couple who provide Dead Man's Chest with much-needed comic relief, seem to enjoy their roles immensely, as does Kevin R. McNally as Jack's mutton-chopped first-mate Gibbs. Jack Davenport returns as a chastened and disgraced Commodore Norrington, the much-abused foil to Sparrow and Co. in Curse of the Black Pearl.

Don't remember Norrington? Casual viewers would be well-served by re-watching the first Pirates before seeing the second, and they should know that Dead Man's Chest doesn't end so much as stop, like the old serials, leaving audiences (more so than the characters) to hang in limbo until the next installment, At World's End, scheduled for release next year. Bruckheimer and Verbinski seem to have taken their cue from Peter Jackson and set sail toward the Next Great Trilogy. Enchanted but exhausted audiences can only cry: Avast!

-Rex Roberts