The first Pirates of the Caribbean movie, Curse of the Black Pearl, was a surprise hit. A movie based on a theme park? Come on! For evidence of just how hard it is to sell such a film, one need only look at the broken and battered body of The Haunted Mansion.

But none of that matters, because my wife is an avid fan of Johnny Depp, so we were going to see it, flop or not (see my review of The Astronaut's Wife for the suffering I'm willing to endure). In the first movie, Captain Jack Sparrow (Depp) swashed and swished his way through a madcap pirate adventure involving stolen Aztec gold. In the process, he united, then separated, then united Will Turner (Orlando Bloom) and Elizabeth Swann (Keira Knightley). Somewhere in there was a snooty British bad guy named Norrington (Jack Davenport), Elizabeth's father and governor Weatherby Swann (Jonathan Pryce), a bumbling fat and skinny duo known as Pintel (Lee Arenberg) and Ragetti (Mackenzie Crook) and last but certainly not least, the superb Geoffrey Rush as Barbarossa. If that sounds confusing, it is, but we didn't mind. The movie was fast-paced, hardly linear, and hummed along mostly on the strength of Depp and Rush, who I could just watch chew scenery all day.

I didn't think it was possible, but Dead Man's Chest actually retains ALL of those characters and then adds a few more. Amongst the additional protagonists is Davy Jones himself (Bill Nighy), a half-octopoid Cthulhu-esue monstrosity who mans (err, squids?) a ship of equally motley half-human, half-aquatic aberrations. Manipulating piratical events is the new snooty British villain, Cutler Beckett (Tom Hollander). Doesn't that name ooze bad guyishness?

The plot is so convoluted that I can't possibly cover it all here. Suffice it to say that there are several deus ex machinas, including a compass that points to whatever its holder wants most and a voodoo priestess (Tia Dalma, played by Naomie Harris) who provides information whenever our gang of adventurers gets lost.

Ironically, I happen to be playing a Dungeons & Dragons campaign that's a lot like this one. Using the Freeport campaign setting, Cthulhu and pirates have never gone better together. So it's a strange bit of cultural zeitgeist that the most popular pirate movie (and, at this point, the best box office opening of a movie ever) happens to mix the two different genres as well.

For the uninitiated, Cthulhu is an H.P. Lovecraft creation that involves slow dread and tentacled, awful things from Beyond. Not only is Davy Jones an octopus, he also commands a terrible beast known as the Kraken. This whirling mass of tentacles and teeth can rend ships in two.

Improbable fights happen along the way that vary from ridiculously silly (stop fighting and just GET OFF THE WATERWHEEL!) to hilarious slapstick (Sparrow does an inspired homage to Chaplin while tied to a bamboo spit). The monstrous crew squishes and oozes their way on screen. And somewhere in the middle of the madness, Sparrow gets darker, meaner, and a little less lovable as a character. Of course, he's in the middle of a spiritual journey of sorts (as is his female counterpart, Elizabeth) and we expect good 'ole Jack to eventually come full circle by the end of the film.

But that's not what happens. Just when I was at a point where I wondered how the film was going to wrap up and thereby release my bladder from its torment of the 150-minute run-time, the film ended abruptly. And I mean you're-driving-along-and-OHMYGODLOOKOUTFORTHATWALL! abruptly.

I couldn't help feel a little cheated. While I understand that the film is the middle of a trilogy, even Lord of the Rings did a better job of giving some form of closure to the second part. It's like the producers ran out of time, and just cut the film when it hit 150 minutes.

This second installment of Pirates of the Caribbean needed some serious editing. It feels rushed. For example, Davy Jones and his crew are a CGI-marvel, but they're a little less enthralling in full daylight, and certainly far too much of a distraction to actually focus on their dialogue. There are too many characters: we don't need Norrington at all and we certainly didn't need the comic relief of Pintel and Ragetti. Although I must admit that retaining the "undead monkey" was an inspired choice.

Why did Pirates do so well? I suspect it's due to the fact that pirates are hot right now, the sex appeal of the cast, and the combined star wattage of three actors who are now much more famous than when they started the series.

Pirates of the Caribbean is fun, but fun in a not quite mature, making funny faces kind of way. It could have been better, and it leaves nothing resolved; sorry guys, but I don't consider fighting the Kraken to be an actual plot resolution. The third movie better be unbelievably fantastic to make up for it.