Pirates of the Carribean: Dead Man's Chest is the second installment in a franchise that was never expected to be a franchise. When the first film came out in 2003, Disney hoped the movie would become a modest success, but they never expected it to become a mega-blockbuster. It eventually went on to make an obscene amount of money. Not bad for a film inspired by an amusement park ride. Of course it didn't hurt that the flick was fueled by a mesmerizing, imaginative turn by one Johnny Depp.

In "Dead Man's Chest" Jack Sparrow scrambles to find his way out of a life debt owed to the villainous Davy Jones (Bill Nighy) and his mutated sea creature crew. His journey leads him back to Will Turner (Orlando Bloom) who's on a mission of his own. Turner is on a crusade to retrieve Sparrow's compass so that he might trade it in for Elizabeth Swan's (Keira Knightley) hand in marriage.

Like it's predeccessor, "Dead Man's Chest" is overly long (it clocks in at nearly two and a half hours), but ultimately, I enjoyed this second installment more than the first. Upon re-viewing "Curse of the Black Pearl" it's clear that the film is merely sub par if you take Johnny Depp out of the equation. That isn't necessarily the case here. This "Pirates" adventure is everything a massive summer sequel should be. It's bigger, better, and zanier than the previous film. The producers of Dead Man's Chest have simply taken what worked the last time around, and amplified it. There are even a few big surprises in store for you the viewer, including a walk-on cameo at the end of the movie that prompted the audience I saw it with to cheer. It's a nifty cameo, although I'm first to admit a Keith Richards (who, coincidentally, just signed on for the third film) walk on would have been cooler.

The amplification starts with star Johnny Depp who re-conjers the spirit of one of his most unique cinematic creations, the ambiguous, swash buckling pirate Jack Sparrow. Sorry, I meant Capn' Jack Sparrow. Depp effortlessly slips back into the shoes of this high energy character, and once again this terrific actor does Keith Richards proud. Sparrow is still pretty much the same rambunctious soul he was in the first film, only this time there's a lot more of him, and it serves the film beautifully. Depp not only delivers some of the funniest lines of the summer movie season, but he also provides enough physical bravado to give Nacho Libre's Jack Black a run for his money. What's more, Sparrow's grand introduction in this piece is perfect.

Depp is complimented by a terrific villain in "Dead Man's Chest". As entertaining as Geoffrey Rush was in Curse of the Black Pearl, he has nothing on Bill Nighy's Davy Jones, a splendidly bizarre confection who's part pirate and part squid. While Nighy's character is partially brought to life by a team of CGI wizards, the actor himself provides the real kick in much the same way Andy Serkis did in Lord of the Rings. It is Nighy's body movements and clever fish-man dialect that really bring this strange but wonderful character to life.

Keira Knightly and Orlando Bloom acquit themselves nicely, although in Dead Man's Chest they are clearly secondary characters. Having said that, these two actors appear to be having much more fun this time around.

Stellan Skarsgard is effective as the mysterious Bootstrap Bill, and Naomie Harris is positively delicious as the creepy (and sensual) voodoo woman Tia Dalma. Also along for the ride are returning cast mates Jonathan Pryce (as Weatherby Swann), Jack Davenport (as Norrington), Lee Arenberg (as Pintel), and Mackenzie Crook (as Ragetti) just to name a few.

Dead Man's Chest is clearly thin on cohesive plot, but surprisingly, it doesn't really matter because the engaging cast and the scope of the film rise above the story's shortcomings.

With Pirates of the Carribean: Dead Man's Chest, director Gore Verbinski (who directed the first picture as well as The Ring) appears to have graduated from the Steven Spielberg/George Lucas school of film making. Much of the movie has an Indiana Jones vibe to it (in fact, watch Kiera Knightly engage in a gag that was all but lifted from Indiana Jones and the Temple of Doom), and the flick ends with a cliffhanger of sorts (the third film–reportedly titled "At World's End" – opens next summer) reminding me a bit of The Empire Strikes Back. In the end though, the production does have it's own flavor and I absolutely adore how Verbinski has paid homage to the ride. In the first film, there was a cute little moment featuring jailed pirates beckoning a pooch with cell keys in his mouth to bail them out of their predicament. Here, the winks go further. In particular, the little row boat trip down the bayou made me feel like I was back on the Disneyland attraction, and I really got a kick out of it.

The stunts and action sequences are much bigger in this film. Perhaps the strongest set piece features Jack, Will, and Norrington dueling while atop a huge runaway water wheel. It's perposterous to be sure, but immensely entertaining.

The effects are simply stunning, most notably the aforementioned work on Davy Jones. The way his tentaclled beard comes to life is astonishing, and watching Jones play piano was certainly a highlight in the film. Equally effective (if bizarre) are his mutated shipmates.

As for the PG-13 rating, parents best beware. Dead Man's Chest is far scarier than the first film. It features eyeballs being plucked from sockets and a fairly intense squid attack. If your little ones can take the carnage in Lord of the Rings, they should be okay. If not, think twice about taking them.

Dead Man's Chest will not win an Oscar for Best Picture (although I feel Depp and Nighy are perfectly deserving of nominations), but as a big, bloated summer epic, it works it's magic to much stronger effect than it's preddeccesor. I'm willing to concede that part of it's effectiveness had to do with my low expectations going in (from what I've been reading, most feedback on the film has been negative – no doubt from folks who really cherished the first movie), but the other part has to do with the film being a hell of a fun time. It lacks the heartfelt nature of the season's strongest film (the endearing Cars) but as a big summer spectacle, it takes the bottle of rum (sorry Supes, but Capn' Jack Sparrow may prove to be your Kryptonite).

On a final note, stick through the end credits. There's a fun little epilogue. Sadly though, there's no "Pirates III" sneak (something that greatly benefitted the end of "Back to the Future II").