"No, no, wave your sword over there, where it will be a little farther from, you know, my head."

The movie shares its name and a few scenes with the Disneyland ride, but adds a plot. It concerns the cursed crew of the Black Pearl, who can't be killed, but neither can they enjoy life. To lift the curse they need a certain gold trinket and to spill some blood. (It's always blood with these supernatural types.) Elizabeth, the fair and feisty daughter of the island's governor, is abducted and it's up to Will Turner, the lowly blacksmith who's loved her since childhood to rescue her, with the help of Captain Jack Sparrow, a down on his luck pirate played by Johnny Depp with all the dazed swagger of a drunken rock star.

And that right there is the primary - though not the only - reason to see this movie. Depp has created a truly unique addition to the history of movie pirates. With his kohl-rimmed eyes, slurred patter, light-footed stagger and unfortunate habit of botching his daring escapes, Captain Jack leans giddily over the line to cartoonish without ever quite crossing it. Depp always pulls him back with a sidelong glance or a knowing smile, showing us glimpses of the human being behind the persona. How dull it would have been if he'd played the character straight.

"Come on, missy. Shine. Quills. Surely you've seen something I've done. I have an Oscar."

In a different but still fun twist, Geoffrey Rush endows his evil Captain Barbossa with all the growl and gristle you could ever hope for in a pirate. He tears into the buccaneer clichés with gusto. Even when his character's not saying "Aargh!" you know he's thinking it.

The script, by Ted Elliiott and Terry Rossio (Shrek), is clever if a bit over-plotted. I lost track of - and eventually, interest in - the captures and rescues and who was imprisoning whom at any given time. The movie's major flaw is that it goes on too long. It lasts two hours and twenty minutes when 1:45 would have done nicely. The length may have seemed less objectionable if the Elizabeth/Will sub-plot had been more interesting. The star-crossed lovers are played capably but unremarkably by Orlando Bloom (Lord of the Rings) and Keira Knightley (Bend it Like Beckham), but the movie drags a bit whenever it cuts away from Depp or Rush.

Gore Verbinski (The Ring) again proves that he can serve up some compelling visuals. With a bigger budget this time around, there are some spiffy effects - the cursed pirates appear as skeletons in the moonlight - and rousing action scenes. I loves me a good sword fight and this movie is full of them. But while it's the first Disney movie to get a PG-13 rating, its violence is bloodless and not too scary for any but the youngest viewers. For the rest of us, Pirates of the Caribbean proves to be a fun adventure that leaves no swash unbuckled. Avast, me hearties, and get ye to the theater! Aargh!

Gorilla Pants rating: 3 out of 4 bananas