Pirates of the Caribbean: Dead Man's Chest jumps the shark with about 20 minutes to go. Truth be told, the much-anticipated summer blockbuster probably spends, here and there, a good half hour before that, running along the shore and taunting the teeth before it actually leaps over them. But jump them, it most certainly does.

In its own lexicon, it's probably fairer to say that Pirates of the Caribbean: Dead Man's Chest jumps the Kraken, the mythologically ginormous sea creature that director Gore Verbinski (the first Pirates, The Ring) initially uses to great effect but allows to stay well past its green-screen welcome. The tentacled terror stands in perfectly for the movie's many excesses ' too many so-so special effects, too many half-realized layers, too many minutes. Ultimately, it's not just the Kraken that slimily slides down to the depths of a watery grave; the lumbering leviathan takes the rest of the movie with it.

For a film that the studio was initially afraid to put out there, the original Pirates of the Caribbean (2003) was quite the gift, a swashbuckling surprise that easily pressed critics and audiences into its service. The shiniest gold doubloon in the movie's considerable stack of shiny gold doubloons was an outrageous, Oscar-nominated performance by the always off-kilter Johnny Depp, whose effeminate, effervescent Captain Jack Sparrow belongs in the annals of character creation. Throw in a noble hero, a damsel in distress, and a whole slew of undead buccaneers, and Pirates was smart, silly ' and perfectly situated for a sequel from the pens of screenwriters Ted Elliott and Terry Rossio.

Somewhere along the way, though, the sequel slips the tether. Will Turner (Orlando Bloom) and Elizabeth Swann (Keira Knightley) are back, still unhappily unmarried and prisoners of the Crown for their part in Sparrow's escape from the authorities. Turner is given a chance at freedom by the malevolent little governor-in-waiting Cutler Beckett (Tom Hollander): find Sparrow and his charmed compass and bring them both home. So Turner sets off to find Sparrow, who's out there looking for a very special key; he's followed post-haste by Elizabeth, who busts out of jail with a little help from Dad (Jonathan Pryce) and sets off to find ... trouble. The adventuring lovers criss, the adventuring lovers cross; they double-criss, they double-cross ' well, actually, it's Sparrow, true to form, who does most (yet tantalizingly not all) of the doublecrossing.

In the meantime, the plot becomes a switcheroo whirlwind of cannibals, a large fruit shish kebab (don't ask), the mysterious key, the chest it opens, Davy Jones (Bill Nighy), Turner's dead father (Stellan Skarsgard), the aforementioned Kraken, a thematic fascination with hamster exercise equipment (don't ask), Elizabeth's poor old flame Norrington (Jack Davenport), a voodoo vixen (Naomie Harris) and too many games of musical ships to count. It's as breathless ' and dizzying ' as it sounds. Chases, near-death experiences, three-way sword fights, biting banter ' much of this is fun and funny. But in the end, it's just overwhelming, making for a sequel that doesn't stand alone (à la The Empire Strikes Back), but rather takes the most circuitous route imaginable to that all-important third-in-the-series set-up (à la X2). This Pirates has moments, just too many empty ones.

Still, like watching Anthony Hopkins ooze Hannibal Lecter, there's great pleasure in seeing Depp capture Sparrow once again. His not-so-successful pirate captain still minces steps, not words, and has the darnedest luck. When the Black Pearl runs aground on an exotic island, Sparrow does a stint as the king of the cannibals, since the natives think he's a god trapped in the flesh of man. Of course, though, this is Sparrow we're talking about, and the stint is short-lived but quite funny. Bloom returns as the noble Turner and fills his spot accordingly. At least he's more steadfast than his Elizabeth; Knightley talks tough and cries pretty, but her character is all over the treasure map. All fierce and sword-fight-y one minute, the next she's crying on Sparrow's shoulder about not being married yet. She's convincing doing neither. Her acting is at times more contrived than even her dumb dialogue, as she struggles not to laugh in early scenes with Captain Jack.

The film's truest stars, then, are the computer-generated Kraken and the largely computer-generated Davy Jones. British actor Bill Nighy (Love Actually) breathes life into the animatronic-esque animus whose storied domain is the bottom of the sea and whose singular focus here is Sparrow's soul (what's left of it, anyway); Nighy mesmerizes so, that you almost forget he's a serious thespian walking around with a live octopus where his head should be. There ought to be an award for acting that good.

The early shots of the Kraken are similarly inspired, its impossibly strong, gooey tentacles reaching for the heavens and hesitating only momentarily before crashing down on hard ships. But Verbinski is too much in love with this kind of decidedly uneaseful death ' the longer the Kraken lingers, the more fake-looking it becomes. As a result, instead of remembering the film's best effects and funniest moments, audiences are left with a final glimpse that's as bad-B-movie as it gets.

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