PIRATES OF THE CARIBBEAN: DEAD MAN'S CHEST — *** 1/2 — Johnny Depp, Orlando Bloom, Keira Knightley; rated PG-13 (violence, vulgarity, brief gore, profanity, brief drugs, torture).

The first "Pirates of the Caribbean" movie was enjoyable, though it was Johnny Depp's Oscar-nominated performance as Captain Jack Sparrow that was the film's real treasure.

In fact, without his turn as the perpetually besotted, pathologically lying pirate, the somewhat story-thin "Curse of the Black Pearl" might have sunk without a trace.

Thankfully, the second movie, subtitled "Dead Man's Chest," is a considerable improvement over the first in the story department. The filmmakers have also strengthened the other characters, so Depp doesn't have to carry the entire load this time.

Of course, his performance is still the highlight of this thrilling adventure, which is very densely plotted (it also ends with a cliffhanger, presumably leading into next summer's follow-up). But it is dark, intense and scary in some parts — on par with some of the scenes in the "Lord of the Rings" trilogy — which means that it may be a bit much for the very young.

"Dead Man's Chest" sees Will Turner (Orlando Bloom) and longtime love Elizabeth Swann (Keira Knightley) planning their wedding. Unfortunately, the two lovebirds are arrested by the officious Cutler Beckett (Tom Hollander), who has charged them with aiding the escape of a known criminal, namely Jack. And in order to gain their freedom, Will must track down his friend and reluctant ally to obtain a certain object that is in Jack's possession.

But finding Jack and the crew of the Black Pearl may be more difficult than it appears. They are fleeing from the legendary Flying Dutchman and its evil skipper, Davy Jones (Bill Nighy). As it turns out, Jack made a devil's deal to receive his captaincy, and now the supernatural-powered Jones wants to collect his "payment."

Director Gore Verbinski manages to pull all these story elements together and smoothly shifts gears as the story blends dark fantasy, goofy humor and melodrama (including a love triangle of sorts).

He also stages some breathtaking action sequences, including one in which two characters — sometimes three — have a sword duel atop a spinning mill wheel.

Kudos to Rick Heinrichs' imaginative production design, as well as the dazzling digital and makeup effects for Davy Jones' men, who take on the appearance of various sea creatures — including octopuses, crustaceans and sharks. There's also an underwater creature that will please the fans of Ray Harryhausen's Sinbad films.

On the performance side, Bloom and Knightley are more confident and manage to hold their own against Depp. Nighy ("Love, Actually") as Davy Jones is menacing and creepy — and virtually unrecognizable under heavy makeup.

"Pirates of the Caribbean: Dead Man's Chest" is rated PG-13 for some strong scenes of action violence (swordplay, creature attacks and some explosive mayhem), some vulgar slang terms, brief gore and goo, scattered use of profanity (mostly religiously based), brief drug content (drugged darts) and a brief scene of torture (whipping). Running time: 151 minutes.

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E-mail: jeff@desnews.com