1. It's too long. There are points when you will find yourself looking at your watch, thinking "Fine, sea monster, I get it. Let's move on, shall we?"
2. They over-plotted it. I know I know. It's a bit like the emperor of Austria telling Wolfgang, "too many notes." But let's face, Jonny Depp, adept as he is, is no Mozart. I appreciate that the writers wanted to avoid the cliched (and usually justified) criticism that the sequel had no plot, that it was just a marketing gimmick (I give you Home Alone parts II thru 47). But in this case, they over-corrected. The plot was overworked and tedious. In an effort to avoid creating a movie of mind-numbing simplicity they created a movie of mind-numbing bewilderment. It wasn't beyond following, it just required more effort than I was willing to give to a high-budget, heavily marketed summer blockbuster.
3. There is a distinct paucity of bare, male flesh.
Good. That's out of the way. Now on to the fun bits:
My god that flick was hilarious. Think 20,000 Leagues Under the Sea meets Mel Brooks, Jackie Chan, Indiana Jones, the Keystone Cops, Star Wars, Lucile Ball, and the Bible.
Like Jackie Chan, PoftC doffs its cap to the old classics, especially westerns. The saloon brawl had every single obligatory element (guy swining from chandelier, guy being thrown out the front door, guy ducking while bottle breaks on object behind his head, two friends almost punching one another, an escape scene up a staircase, etc.), but with a wacky, almost spoofy Mel Brooks camp to it. Never once does this movie take itself seriously. You could almost call it a spoof of the first one, but the first one was almost a spoof of itself, so there you go.
And that's the theme throughout the whole movie: classic comedic archetypes drawn from decades of popular culture, executed with expert timing (if Jonny Depp does one thing right, it's his flawless timing). But don't think this is just a 2 1/2 hour string of re-hashed, old jokes. They're nearly all recognizable, but they're also done with a fresh and original twist. (Example: you know the famous Indiana Jones outrunning the giant, spherical stone boulder thing, a version of which now appears in every major action film? It's in this one too, but this time the hero is inside the boulder. Comedy.)
The director also took one of my favorite elements of the last film and magnified its presence a bit in this one: namely, the commentary on the film by the characters while the film is in progress. JD does this in the first flick when he's in the prison cell and is explaining to Will Turner exactly how a priate movie is supposed to play out. This time we not only have JD making meta-jokes ("Why is the rum always empty?"), but an embittered character from the last flick turns up and becomes the voice of the audience, interjecting real-world pragmatism into fantasy scenarios, refusing to suspend disbelief even while he's in the storyline. It's fabulous.
There's an old wisdom among writers: you can't say anything truly new; it's all been said. All you can do is tell an old story in a new way. PoftC acknowleges this and does reverance to the decades of archetypes, comedic icons, and punchlines from which it draws its gags by giving them an original spin and bringing them to life for a new generation of movie-goers. I give it 3 1/2 smelly sneakers (out of 5).