Circumstances have changed quite a lot between the end of The Curse of the Black Pearl and the start of Dead Man's Chest.

The Isla de Muerta has vanished, leaving Captain Jack Sparrow and his pirate crew penniless. Jack (Johnny Depp), who apparently made a deal with Davy Jones (Bill Nighy) to reclaim the Black Pearl from the deep, is now fleeing the debt he owes. Will Turner (Orlando Bloom) and Elizabeth Swann (Keira Knightley), the young lovebirds who assisted in Jack's escape from the gallows, have been belatedly charged and imprisoned for the deed, and Elizabeth's father, Gov. Swann (Jonathan Pryce), has fallen from grace. Commodore Norrington (Jack Davenport), after failing to recapture Jack, has been drummed out of the Royal Navy. And Cutler Beckett (Tom Hollander) of the East India Company now holds sway over the region.

Unfortunately, while Black Pearl offered a jolly mix of action, humor and horror-lite, Chest has bungled the formula.

There is far too much action without purpose, based on the flawed theory that an action movie can succeed as long as there is enough running around to a bombastic score. The film also boasts an overabundance of pirates with bad teeth, native islanders with bad teeth, bad complexions, a gaping eye hole, a hairy palm, slimy sea demons, unsubtle innuendoes and a needless lovers' triangle.

Scriptwriters nonsensically jumbled the legends of Davy Jones and the Flying Dutchman -- and how scary is a villain named Davy, anyway? The viscous ooze of Jones is a pale shadow to the eloquent evil of Pearl's Capt. Barbossa (Geoffrey Rush).

Fortunately, Chest has enough goodwill on credit from Pearl to survive purely on its colorful pirate charm and the skill of its cast. The principles are all excellent -- even though some of the original spark is missing. Depp in particular reprises the role he was born to play, a part he could play in his sleep -- and in this case, very nearly does. But alas, the camaraderie between Jack and Will vanished between films, and a new, unpleasant sexual tension has surfaced between Jack and Elizabeth.

I would be remiss if I failed to mention the delightful running three-sword duel on sand, surf, stairs and steeple -- not to mention a rolling mill wheel. The mystery of Bootstrap Bill -- what happens if an immortal is tossed overboard into the crushing depths of the ocean? -- is neatly addressed. More importantly, the film ends with a cliffhanger and twist that promises a third movie that could well exceed the first.