I love pirate movies, and like just about everybody else, I loved the first "Pirates of the Caribbean." Not only did it honor the most vivid elements of earlier seaborne swashbucklers — the romantic dash of Errol Flynn, the athletic esprit of Burt Lancaster, the timeless "Arghh" of Robert Newton — it also introduced something entirely new: Johnny Depp's fey, funny, heavily mascara'd and entirely Keith Richards-like Captain Jack Sparrow. Depp's marvelous creation turned what was already a great buccaneer picture into a pirate classic.

A lot of people didn't much like the second "Pirates of the Caribbean." They thought it was too long — which it was. Still, there was a lot of wonderful stuff in it: the spectacular sword fight atop the rolling mill wheel, the tentacle-headed Davy Jones, the towering squid-monster called the Kraken. If "Pirates 2" was a lesser classic than the first movie, well, I thought, maybe it would seem a worthier piece of work after the story reached its conclusion in the third and final film in the series, "Pirates of the Caribbean: At World's End." As a fan, I could hardly wait.

And so, as a fan, it pains me to report that "Pirates 3" is an overstuffed and lumbering disappointment. The picture is almost half an hour longer than the first film (it runs nearly three hours), and you can feel every unnecessary extra minute — and many more — dragging by like endless anchor chain. The movie is thronged with characters new and old — so many that none of them has room to shine; and the plot has spun completely out of control.

All the main characters are back, of course. Deep breath, please: Captain Jack; his sly rival, Barbossa (Geoffrey Rush); the slightly tiresome young lovers Will (Orlando Bloom) and Elizabeth (Keira Knightly); Elizabeth's ex-swain, Norrington (Jack Davenport); the sinister Lord Cutler Beckett (Tom Hollander); Jack's loyal bo'sun, Gibbs (Kevin R. McNally); the comic-relief swabbies Pintel (Lee Arenberg) and Ragetti (Mackenzie Crook); and Barbossa's undead monkey (this time packing heat). Also on hand, from the second film, are Davy Jones (Bill Nighy); Will's heavily barnacled dad, Bootstrap Bill (Stellan Skarsgård, still a glum presence); and black-lipped voodoo girl Tia Dalma (Naomie Harris). There's also a shipload of fresh characters, among them a Chinese pirate lord named Sao Feng (Chow Yun-Fat, energetically overacting); a grizzled "Keeper of the Code" who turns out to be Jack's dad (Keith Richards, in a brief but resonant appearance); and an international array of new pirates. It's a very crowded picture.

The plot is a wildly confusing brew of conflict, betrayal and whatever. Cutler Beckett now has possession of Davy Jones' disembodied heart, and thus of Jones himself, his scary ship, the Flying Dutchman, and its crustaceous crew. Beckett wants to wipe out piracy worldwide. Barbossa is determined to foil this plan, and arranges a summit meeting of the world's pirate lords in Singapore, under the auspices of Sao Feng — who turns out to be holding Will prisoner in a tub of water. Elizabeth, now a feisty pirate herself, is also in attendance, and — having developed tender feelings for Jack Sparrow in the last movie — now has very mixed feelings about re-encountering Will (who is hardly encouraged by her assurance that "Once we find Jack, everything will be all right"). As for Jack himself, last seen stepping boldly into the maw of the hideous Kraken, he's now confined in the vast white hereafter of Davy Jones' Locker, along with a gang of other, identical Jacks, none of whom are getting along.

Everybody has an agenda. Davy Jones pines for an old love, the sea goddess Calypso. (We see him seated at his wheezing pipe organ, wiping away a tear with a spare tentacle.) Will doesn't care about the endangered future of piracy, he just wants to save his father. But that would mean losing Elizabeth. But then she might not mind being lost. And in any case, Will's father doesn't want to be saved. There's quite a bit of business with the "Brethren Court" at Shipwreck Cove, and with Jack's crazy compass, and oh, so much more. Davy Jones' still-beating heart is still being fumbled around, too. And there's also the conflicted Norrington, who ... well, I could go on. And on.

There's so much going on, and so many characters going on with it, that the first half of the movie is leaden with talk, and very lean on action. (I started mentally ticking off scenes that might have been trimmed, or even cut, after about the first 15 minutes.) And given that the excellent Ted Elliott and Terry Rossio once again wrote the script, it's remarkable how little lively dialogue there is in the film — nothing on the order of such past zingers as "Welcome to the Caribbean!" or "Hide the rum!" (Johnny Depp is particularly shortchanged by this lack of colorful gab; and since he has little room here to work up humorous new wrinkles in his now familiar character, we start to miss him a bit even when he's onscreen.)

The director, Gore Verbinski, remains a master of huge set-piece sequences. One in particular here — in which an enormous whirlpool opens up in the midst of a furious sea battle — is a triumph of visionary CGI. There's also a scene involving a flotilla of scurrying crabs carrying a ship across a desolate waste that's unlike anything I've seen before. But another elaborate digital effect — pumping up one of the characters into a looming giant — is startlingly cheesy. There's no shortage of lovely scenic effects — one shot, of a pirate ship slipping through still waters sprinkled with reflections of the star-filled sky above, is particularly entrancing. But even the most imaginative of these technical touches are drained of impact by the lack of a clear and compelling story for which they might have served as gorgeous context.

It is crassly ordained at the end of this picture that there will be yet another sequel — a prospect that does not prompt feelings of eager anticipation. I came away from this over-eventful and under-interesting epic feeling a little numb and deeply puzzled — feeling, in fact, much as I did after staggering out of the third "Matrix" movie. Even the Wachowski brothers knew when to call it quits. And it's sad to say, but nevertheless true, that an appropriate alternative title for this picture might have been: "Pirates of the Caribbean: Revolutions."

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