A PIRATE'S best friend is the element of surprise. But being a sequel, Pirates of the Caribbean: Dead Man's Chest lacks the sneak attack. The biggest surprise of the original was that it was in any kind of shape at all.

The first Pirates of the Caribbean was conceived of as a thoroughly modern movie: that is, something spun off of something else, a franchise builder. No one expected that it would have any style, that it would be invigorating or that Johnny Depp would play such an engaging courtly rumpot, with roots in the best inebriated acting of John Barrymore. (Depp has another Barrymore moment in the sequel. Peering into a dry bottle, he laments, "Why is the rum always gone?")

In Dead Man's Chest, Capt. Jack Sparrow (Depp) is prowling the familiar confines of the rum cellar of his ship The Black Pearl, when he sees an unnerving face: that of Bootstrap Bill (Stellan Skarsgard), drowned many years before. In the manner noted in Treasure Island, Bill hands Depp "the black spot." Computer animated and writhing, the spot looks like the hairy palm the nuns warned us about in Catholic school. Sparrow has but a matter of days, then, before he has to remand his soul to Davy Jones himself. Captain of The Flying Dutchman, Jones sails the sea in a ship of doomed ghosts, who are transforming into a moving coral reef.

Meanwhile, the series' young lovers, Will Turner and Elizabeth Swann (Orlando Bloom and Keira Knightley), are prevented from marriage, thanks to the arrival of the supercilious Lord Cutler Beckett (Tom Hollander, quite good). Using Elizabeth as a hostage, Beckett sends Turner to hunt for Sparrow's personal compass, which possesses supernatural powers.

If the ballast in this particular cinematic frigate seems heavy, it gets even heavier when Elizabeth escapes and disguises herself as a common seaman. And the film reminds us that Will's father is the late Bootstrap Bill, so Will must rescue his father's soul and his lover's body at the same time.

The avian-themed romance of Sparrow and Swann never goes far enough. It's a real contest to determine who is the prettier, Depp or Knightley, and we have a hard time believing that this female swan could be interested enough in her ostensible lover, Bloom's Will Turner. When Elizabeth flirts with Sparrow, mulling over whether to be honorable or a rogue, one wonders if this good vs. evil debate is supposed to be part of the show. It might be a theme, since the clowns get into the discussion, too. We see them cogitating over the Bible in a rowboat—Pintel (Lee Arenberg) and Ragetti (Mackenzie Crook) with his ill-fitting false eye.

The movie boasts some rich images—a rained-out wedding, the planes and contours of Knightley's well-bred face, the blue water and sugar beaches at Dominica and St. Vincent. Even if he seems to be saving up his real villainy for the next sequel, there is a serious villain, too, inspired perhaps by Arcimboldo's fantasy portrait, Water. Bill Nighy plays Davy Jones, master of a crew that looks like the catch of the day. Bootstrap Bill is encrusted with starfish, mussels and barnacles: "of his bones are coral made." One of the sailors has a live moray eel peeking out of his guts.

Jones, almost Lovecraftian in his unpleasantness, is the worst of the lot. He has a crab's leg for a peg, and he gazes out from under an octopus's mantle. When he puffs on his pipe, smoke issues from the fish's vents, and the writhing tentacles are like the ringlets of Blackbeard's beard. In the evenings, like Capt. Nemo, Jones plays a shipboard organ that belches steam and smoke.

Sparrow seeks out a swamp witch for help against Jones. Tia Dalma (Naomie Harris) may be the bad-teeth award winner—she's been chewing indigo plants and is made up with red eyes that look like terminal conjunctivitis. In a movie with not nearly enough girl power, Dalma is a real blessing, and it's a shame to see her mourning and mushy at the ending. Maybe they could enlist a female pirate for the next film—Anne Bonny, for instance.

Sparrow—down, but obviously not out—will be back in Pirates of the Caribbean 3, so it is strange to see the cast in such an uproar over him and his soul. God may have his eye on the fall of a sparrow, but the point of Sparrow is his freedom, not his responsibility. People love pirates because they're sworn to fun, loyal to none, not because of their capacity to learn loyalty and honor.

Here we see loads of what Shakespeare called "alarums and excursions," characters chasing each other in all directions. In Dead Man's Chest, the rum seems to run out by the end. There are extraneous sequences at a Mordor-like dungeon and a cannibal island that's a redundancy since King Kong came out last winter. As directed by Gore Verbinski, it's as if the thought of all of the blockbusters the film would be competing against leaked into the making of this one. The film lacks confidence in the lore of pirates; nobody behind the camera was acting like a real buccaneer.

Pirates of the Caribbean: Dead Man's Chest (PG-13; 150 min.), directed by Gore Verbinski, written by Ted Elliott and Terry Rossio, photographed by Dariusz Wolski and starring Johnny Depp, Keira Knightley and Orlando Bloom, opens July 7.

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