A crowd-pleasing spectacle of such technical virtuosity I dare any highbrow to sneeze at it, this second sequel to Pirates of the Caribbean: The Curse of the Black Pearl (2003) is both less exhausting and more of an extravaganza than last year's Dead Man's Chest. Its allusions to The Odyssey may be a bit grandiose, but then, this is a series that's been leaping from seafaring tall tales to legends, with Davy Jones, the Flying Dutchman and the Kraken appearing last episode, the sea goddess Calypso and the literal ends of the Earth in this, and the Fountain of Youth in a teasing coda for what might well be a fourth film. Surely the dragons of "Here Be Dragons" and the turtle that holds up the world must be next.

You either enjoy this kind of melodramatic iconography or don't, and there's indeed much to pick at in this epic sprawl, from the pidgin English of a Haitian witch-woman who could really use subtitles to so many convoluted plot-strands of betrayals and shifting alliances you need a flow chart to follow them. But you can't argue with its eye--the raw beauty and Surrealist juxtaposition of a Chinese junk dwarfed by Antarctic cliffs, or of a star-blazed sky that without moving suddenly shifts in Escheresque perspective as a ship glides in from the left, revealing it all as an overhead shot of the ocean.

The back-from-the-dead Captain Barbossa (Geoffrey Rush) and the newly battle-honed Elizabeth Swann (Keira Knightley) are in Singapore to secure a ship and crew from pirate lord Sao Feng (Hong Kong action giant Chow Yun-Fat, with his usual odd but endearing phonetic readings). Why they need to do so when they somehow got the old Black Pearl crew from the Caribbean to Singapore isn't addressed, but whatever. Swann's swain, Will Turner (Orlando Bloom), is also on hand, having been caught trying to steal a map to that famous flat-Earth edge of the world, where the crew must venture in order to reach Davy Jones' Locker, where Captain Jack Sparrow (Johnny Depp) is doing purgatorial punishment. Except Will really just wants to free his dad, Bootstrap Bill Turner (Stellan Skarsgård), from the spectral Flying Dutchman of the monstrous Davy Jones (Bill Nighy), who's in thrall to Lord Beckett (Tom Hollander) of the East India Trading Company, who also controls a resigned Governor Weatherby Swann (Jonathan Pryce) and the conflicted Admiral Norrington (Jack Davenport) and...oh, sweet siren of the sea, this movie's got more loose threads than a weathered topsail.

From the arresting initial images of the Les Misérables cast being hanged for consorting with pirates--including a particularly disturbing image, especially for a Walt Disney film-for-the-whole-family, of a small boy going to the gallows--to the tempest whirlpool in which a ghost ship and a human ship batter each other with oblivion down below, the story is less important than the spectacle, and that's odd given writer Ted Elliott and Terry Rossio's respectful detailing of their own continuity. Why isn't Davy Jones using the Kraken? Answered. Why didn't voodoo lady Tia Dalma (Naomie Harris) simply bring Sparrow back from the dead like Barbossa? Answered. Whatever happened to the dog being chased by cannibals? Answered! That the proceedings are all so confusing seems a matter of ambition overtaking form--you get the impression Elliott and Rossio would have preferred to write this as a miniseries.

The Rolling Stones' Keith Richards, long considered the model for Depp's Sparrow, gamely cameos. Rumors have circled that Richards plays Sparrow's father, but that's left ambiguous: Sparrow simply asks, "How's mum?" (you don't want to know the answer), so they may very well just be brothers. His appearance as the blackguard keeper of the Pirate Codex is in line with the film's effective feel that we're backstage witnessing legends come to human scale. You can lose yourself At World's End.