There used to be a time when Johnny Depp didn’t do sequels. The Great Gonzo of thespians apparently didn’t want his résumé sullied with Part 2 popcorn flicks even in his get-in-the-door days. Sure, his first film was A Nightmare on Elm Street, but when he appeared in that franchise’s sixth installment—appropriately titled Freddy’s Dead: The Final Nightmare—it was as a different character. And he was credited as Oprah Noodlemantra.

That, however, was before Depp helped make Disney some silly money—some $305 million and counting—for 2003’s Pirates of the Caribbean: The Curse of the Black Pearl with his off-the-wall take on Capt. Jack Sparrow. The fact that Depp also earned his first Oscar nomination for the role probably helped convince him that, well, maybe this mainstream stuff isn’t so bad—especially if he gets to keep doing the effeminate-swashbuckler schtick.

He does, of course, in Pirates of the Caribbean: Dead Man’s Chest, mugging, tottering, wearing eyeliner, limp-wristing it up in fabulous clothes, and generally acting like a slightly more seaworthy version of Keith Richards, Depp’s inspiration for the part. Returning director Gore Verbinski has his star bug out the Oh, shit! eyes perhaps a few too many times. Yet whenever Sparrow is out of the story—which, surprisingly, is rather frequently—you’ll probably miss him.

The opening scenes portend this flaw in an otherwise fairly engaging two-and-a-half-hour movie. Will Turner (Orlando Bloom), genteel swordsman, and Elizabeth Swann (Keira Knightley), sorta-genteel governor’s daughter, are on their way to be wed when they’re arrested for piracy and aiding Sparrow in his first-film effort to recover his former ship, the ghost-crewed Black Pearl. Elizabeth protests, Will stands there in his peach-fuzz mustache, and just like the two actors, it’s all rather dull. Cut to a scene of soft, glossy waves and you’re almost lulled under—until Sparrow makes his bizarre entrance and this story based on a story based on a Disney theme-park ride finally gets interesting.

Besides the young lovers’ betrothal, there’s little plotwise that connects the two scripts, both written by Shrek collaborators Ted Elliott and Terry Rossio. This time, Sparrow owes a blood debt to one Davy Jones (Bill Nighy), controller of the monstrous Kraken, ruler of the ocean, and captain of another supernatural ship, the Flying Dutchman. Each member of Jones’ cursed crew, for some reason, is an amalgam of undead pirate and rotting fish—Jones, for example, has an octopus perched where his head should be—which allows for some impressively gross if distractingly overdone CGI. (Curse of the Black Pearl’s damned were both spookier and more elegant souls who turned into skeletons in the moonlight.) Sparrow’s freedom, if lore is correct, lies in a buried chest whose key he has only a drawing of; meanwhile, he’s also hunted for his compass, which usually spins wildly but is said to eventually lead its operator to his greatest desire. Elizabeth and Will, for different reasons, end up not in prison but helping Sparrow in his quest/escape.

The story is stretched out for maximum high jinks, to be sure: Stops along the way to the showdown at the Dutchman include a rather funny escapade on what might as well be Skull Island, which includes Sparrow describing Will, who’s been captured, as “eunuchey—snip-snip.” Wild parrots don’t squawk any “Polly want” nonsense but instead emit more practical requests such as “Don’t eat me!” Sparrow tries to sneak past someone by hiding behind a very thin-leafed plant. And in addition to the thrilling Kraken action, which involves slapping men overboard with its huge tentacles and swallowing ships, there are, duh, plenty of sword fights. One of Verbinski’s more impressive sequences involves a three-person battle on a giant mill wheel.

Additional characters further pad the plot, including Will’s father, Bootstrap Bill (Stellan Skarsgård), a maggot-covered hermit-crab snacker who was thrown to the bottom of the ocean for betraying the Black Pearl’s mutineers, and a fortune teller (Naomie Harris), who offers Sparrow protection against Jones in the form of, as he incredulously points out, “a jar of dirt.” (And no, Richards doesn’t make an appearance as Sparrow’s dad, but he will cameo in the already-underway third installment.) Each of these minor players—not to mention Nighy’s tentacled captain—has more zip than Sparrow’s coupled helpers combined, though Knightley at least manages to make this Elizabeth tougher than her last one, the misguidedly giggly center of Pride & Prejudice.

And how could she not? Like the first Pirates, this one is a successful combination of breezy and blackhearted, with all the torture, cannibalism, and eyeball-eating one should expect from this type of old-fashioned adventure yarn. It’s no place for silly little girls. Silly little pirate captains who act like girls, on the other hand, are welcome—even if their antics are getting most un-Noodlemantra-like in their familiarity.