It's too long, unnecessarily complicated and often silly, but Gore Verbinski's "Pirates of the Caribbean: Dead Man's Chest" is still the purest popcorn entertainment of the summer.

The first sequel to the 2003 "Pirates" blockbuster, "The Curse of the Black Pearl," clocks in at two hours and 33 minutes, or two hours and 19 minutes longer than the Disney theme-park ride that inspired the franchise (a third "Pirates" will be released next summer).

But time flies when you're having a good time, and it's hard not to when the action is as spirited, the sets as glorious, the characters as inventive, and the performances - especially those of returning Johnny Depp and new-to-the-cast Bill Nighy - as much fun as they are here.

Depp, deservedly Oscar-nominated for his creation of the mumbling pirate Jack Sparrow, is equally captivating in a new adventure pitting him against Davy Jones (Nighy), the fabled dark lord of the seas.

It seems that Jack promised his soul to Davy for a past favor and the debt is due. Jack's best hope for salvation is finding the Dead Man's Chest, where Davy's mortal - and still beating - heart is stored. Whoever controls Davy's heart controls him and the sea.

Caught up in Jack's latest predicament are the blacksmith Will Turner (Orlando Bloom) and his now-fiancé, Elizabeth (Keira Knightley). New characters lending assistance are the black-toothed sorceress Tia Dalma (Naomie Harris) and Will's father, Bootstrap Bill (Stellan Skarsgard), whose restless and rotting soul is a deckhand aboard Davy Jones' ghost ship the Flying Dutchman.

But the main character attractions are Jack, with his beaded beard, dreadlocks, gold teeth, and eye shadow, and Davy, whose eyes stare out from an olive-green face that has sprouted dozens of wriggling octopus tentacles.

In fact, all the indentured ghosts on the Flying Dutchman are in some stage of metamorphosis from human to fish form. One has the distinctive look of a hammerhead shark; one has the face of a grouper; another has a head that, when detached, turns into a hermit crab and scampers away.

Then, there's the Kraken, a monster squid that drags ships down on Davy's command.

"The Curse of the Black Pearl" may have been shut out at the Oscars, but they should concede the make-up and special effects awards to the sequel right now, and throw in another for art direction: The Flying Dutchman, the cannibal village where Jack is dangled over a barbecue pit, the bayou where Tia Dalma dispenses her psychic wisdom are all marvels of design.

Verbinski owes much of his inspiration to Steven Spielberg's "Indiana Jones" movies and, for one key scene, "Jaws." But he doesn't have Spielberg's timing. Some scenes drag on so long, your fast-forward finger begins to itch.

A couple of warnings. Parents should take the PG-13 rating to heart. The action is broad, but small kids may find the violence too realistic. And "Dead Man's Chest" ends with a setup for the next sequel.

It's not exactly a cliffhanger, but it does leave you hanging.