To quickly recap the basics: After their run-in with Sao Feng, Will and Elizabeth and the crew of the Black Pearl, led by the newly reanimated Captain Barbossa (Geoffrey Rush), sail off the edge of the world and end up in the Locker, where they locate Sparrow with surprisingly little difficulty and ferry him back to the land of the living. With that part of their mission accomplished, they set sail for Shipwreck Cove, where all the pirate lords are gathering to discuss what to do about the British East India Company, which is steadily conquering the waves with the reluctant help of ol' squidface Davy Jones (Bill Nighy). Following a dull debate over pirate protocol that's briefly enlivened by Keith Richards' long-awaited cameo as Papa Sparrow, Elizabeth is elected Pirate King and rallies her subjects to make their last stand. Meanwhile, Will schemes to free his father Bootstrap Bill (Stellan Skarsgård) from his indentured servitude aboard Jones' ship, the sea witch Tia (Naomie Harris) schemes to free the goddess Calypso from her human prison, Barbossa schemes to recover his ship from Sparrow and Sparrow... well he schemes against everybody.

While Dead Man's Chest was deservedly taken to task for its stop-and-start storytelling, it did boast some impressive stunt work and a number of richly detailed sets that director Gore Verbinski made sure to call attention to with carefully framed wide shots. In contrast, At World's End is filmed largely in tight close-ups, making it impossible to get a good look at the different environments the characters are moving through. The first two movies tried to make each locale distinct; here it often feels as if the entire film was shot on a single soundstage, with only a few props rearranged between scenes. At World's End is a letdown on the action front as well — apart from some scattered skirmishes here and there, the only large-scale set-piece arrives at the end of the film when the Black Pearl and the Flying Dutchman do battle in the middle of a stormy sea. The entire film has been building towards this confrontation and when it finally arrives it falls completely flat, partly because it's been edited to within an inch of its life, but also due to its lack of wit and imagination. Refresh my memory: Wasn't the first Pirates movie a hit because it was fun?

Apparently fun is passé in pirate circles these days. Somewhere during the process of making At World's End, Verbinski and screenwriters Ted Elliot and Terry Rossio decided that what the franchise really needed was an injection of that alien goo that turned Spider-Man into a dark-hearted hero. There's a brutality and heavy-handed seriousness to this third entry that is tonally inconsistent with what has come before. The final act in particular pushes the movie in a tragic direction that will probably upset younger Pirate fans and leave older viewers unsatisfied. Even Depp's increasingly tired antics can't lighten the dour mood; in fact, Sparrow is completely overshadowed here by Rush's lively turn as Barbossa. Rush turns out to be the one actor involved in this bloated mega-production who still seems to enjoy dressing up in pirate garb. If there ever is a Pirates of the Caribbean 4, the filmmakers would be wise to demote Sparrow to cabin boy and install Barbossa at the helm.

— Ethan Alter