How could "Pirates of the Caribbean: Dead Man's Chest" not be a pretty great movie? Every main actor left standing at the end of "The Curse of the Black Pearl" is back: Orlando Bloom and Keira Knightley as the dashing young lovers, Will and Elizabeth; Jonathan Pryce as her wigged-out father, Governor Swann, and Jack Davenport as her stuffy spurned suitor, Norrington; Lee Arenberg and Mackenzie Crook as the silly sailors, Pintel and Ragetti; even that crazy undead monkey has re-enlisted. And of course, indispensably, Johnny Depp is back onboard as the beaded and bangled and heavily eye-liner'd Captain Jack Sparrow, strutting the decks in full flame. The picture also has some of the most wondrous computer imagery since Gollum reared his knobby little head in the "Lord of the Rings" films, and the most spectacular sword-fight sequence of any pirate movie ever. It's pretty great.

The picture opens, once again, in the colonial island outpost of Port Royal, with Will and Elizabeth's wedding being brought to a halt by Lord Cutler Beckett (Tom Hollander), a malevolent emissary of the notorious British East India Company. Beckett is tracking Captain Jack. (He's come an awfully long way -- the British East India Company is headquartered in, well, India.) For reasons unexplained, he's after Jack's curious compass, the one that never points true north. But Jack, as we recall from the first movie, has slipped away. Beckett sets Will free to go after him. Before long, Elizabeth slips away, too, and follows her almost-husband. The adventure begins.

Many, many things happen to these three. Jack, now the captain of the Black Pearl once more, and in possession of a map-like parchment bearing a drawing of an ornate key, encounters Bootstrap Bill Turner (Stellan Skarsgård), Will's father, heretofore thought long dead. In fact, he looks long dead -- his skin is a waterlogged, fishbelly white and his face is half-eaten away by barnacles. (It's a classic nightmare image.) Bill has a message for Jack from Davy Jones, the ghostly legend who sails the seas in his accursed ship, the Flying Dutchman. It was Davy who granted Jack's wish to reclaim the Pearl; now he wants payback. Bill slips Jack the "black spot" (straight out of "Treasure Island") to emphasize how high the price will be.

A bit later, Will and his crew catch up with Jack on a cannibal island, where the natives revere him as a god -- but are also planning to free him from his fleshly prison by roasting him alive over a large bonfire. Soon the cannibals capture Will and company, too, and lock them into big podlike baskets made out of human bones and dangle them over the side of a cliff above a plunging chasm. (This extended sequence is very Indiana Jones, and pretty exciting.)

They all escape, of course, although not easily. Jack tells Will he'll turn over his mysterious compass if Will helps him find the key depicted on his parchment -- the key to Davy Jones's buried chest. Jack admits he's a little nervous about sailing around in search of this item, since Davy has no doubt set his pet sea monster, the Kraken, on their trail. ("The last thing you remember before dying," Jack says, "is the stench, and the teeth.") So they make their way to an island to consult with a tattooed, black-lipped voodoo woman named Tia Dalma (Naomie Harris), who lives deep in the swamp, in a tree house patrolled by squadrons of softly glowing fireflies (a beautiful effect).

No sooner does this consultation turn to talk of the Flying Dutchman than we see that fearsome vessel crashing up out of the Caribbean in the teeming night rain. Onboard is the most disgusting crew in pirate history, a malignant bouillabaisse of bad guys bristling with barnacles and mussels. One has crab pincers growing out of his back; another, the head of a shark. Davy Jones's own noggin, we soon see, has evolved into an octopus -- its slimy sac hangs down below the back of his hat, and its tentacles whip about his face in hideous approximation of a beard. (This alarming character, digitally fabricated around the armature of actor Bill Nighy, is a work of true digital artistry, leagues beyond the banal uses to which CGI is usually put.)

Next stop for Jack and Will and their men: the wild pirate island of Tortuga, where one of those great tavern brawls inevitably breaks out. Elizabeth shows up, sword drawn (she's been crewing on another ship, disguised as a boy), and so does her ex-fiancé, Norrington, now a bitter, drunken wreck of a man, but still an ace with a saber. They make a mad escape. Then the Kraken puts in an impressive appearance, its enormous tentacles slithering up the side of their vessel, rising about four stories above the deck, and then slamming down and cracking the ship clean in two. (An excellent sequence.)

Eventually they find the island where Davy Jones's chest is buried. Interesting things happen. Then, suddenly at odds, Jack and Will and Norris pull out their swords and start clanging away at each other, tripping precariously along the roof of a crumbling church. Still battling, they leap onto an 18-foot-high water wheel, knocking it off its axle. The wheel goes careening off into the forest, with the three men still skipping along its struts as it rolls, their swords flashing and a detachment of the walking-sushi pirates swarming forth in pursuit. This magnificent sequence seems to go on for about 15 or 20 minutes, but it just gets more and more amazing -- it's beautifully constructed and masterfully sustained. I'd pay to see it if there were nothing else in the movie.

More stuff happens, lots of it. (Is something going on between Jack and Elizabeth? Will thinks so.) And then the Kraken reappears, in the most breathtakingly magical way. The movie ends back at Tia Dalma's swamp house, and the final shot, coming completely out of left field, is the perfect set-up for the next installment of the trilogy, rumored to be called "Pirates of the Caribbean: At World's End."

So what's wrong with this picture? Not much, if you ask me. It is rather long, at two and a half hours; but then that's only about eight minutes longer than the first film. Still, the bountifully talented director, Gore Verbinski, might have trimmed it a bit, I suppose. (The cannibal-island scenes, and some of the shipboard free-for-alls, would be possible candidates for compression.) I imagine there are people who'll complain that the movie lacks the first-time freshness, the delirious tang, of its predecessor; but how could it not? The filmmakers have done a wonderful thing here. They've expanded the story in vastly entertaining ways, conjuring up sights we've never seen onscreen before, and they've clearly had a lot of fun doing so. Surely effusive gratitude, not sourpuss quibbling, is in order.

"A Scanner Darkly": Mud In Your Eye

I hope that Richard Linklater's fruitless enthusiasm for rotoscoping -- a technique in which live-action film is digitally painted-over to create a semblance of animated imagery; a sort of living cartoon -- will come to an end with this movie. Its effect, however painstaking the process required to achieve it, is pointlessly distracting, and ultimately tedious. It's dismaying to see the adventurous Linklater, who previously directed "The School of Rock" and that brilliant walking-around-Paris love story "Before Sunset," channeling his filmmaking energy into such an underwhelming technology.

"A Scanner Darkly" is based very closely on Philip K. Dick's 1977 novel of the same name, a classic of paranoid anxiety about the slippery nature of personal identity, and of reality itself. The story is set in Anaheim, California, at a time in the near future when 20 percent of the U.S. population is addicted to an illegal synthetic drug called Substance D (or "slow death," as users call it). This drug is so powerful that, as one character observes, "You're either on it, or you haven't tried it."

D is particularly insidious for undercover narcotics cops, who are inevitably drawn into using it as an unavoidable part of their jobs, then get hooked and eventually become dealers themselves. The character played in the movie by Keanu Reeves is just such a man: an undercover narc called Officer Fred, whose identity, in accordance with police-department policy, is hidden from his superiors by means of a full-body garment called a "scramble suit," the surface of which obscures his own features by cycling an endless succession of different faces, genders, hairstyles and skin tones. Away from headquarters, however, with his scramble suit off, Fred is an addict called Bob Arctor, who lives in a squalid suburban house with two fellow users, Barris (Robert Downey, Jr.) and Luckman (Woody Harrelson), and is romantically involved with a small-time drug-dealer named Donna (Winona Ryder).

Arctor suspects that either Barris, an abrasive whack-job, or Luckman is conspiring to rat him out to the police. Or is it Arctor himself -- with the Officer Fred side of his brain -- who's conspiring to do so? The boundary between these two identities is crumbling under the ruinous influence of Substance D, and when his police handlers assign Fred to stake out Arctor and gather evidence to bust him, a personality crisis ensues. "Who am I?" Arctor wonders. "Which one of them is me? Where does the act end?"

To turn this complex knot of existential ambiguity into a successful movie would require a rigorous narrative clarity. But the picture's rotoscoped overlay of digital spackling muddies the story (the "animated" actors sometimes look like they've been dipped in mud and baked in a kiln), and it subverts our concentration. We can't help noticing that the figures onscreen look exactly like the performers whose faces were traced to create them. (In a few flawed sequences, their actual faces poke through.) And then we can't help wondering, What is the point? The actors are doing their jobs (Downey gives an especially flamboyant performance), so why not just shoot the movie straight?

Interviewed for an article that appeared in Wired magazine last March, Linklater sounded wrung-out. Shooting "A Scanner Darkly" had been simple -- it was done in six weeks in the spring of 2004. Digitally rotoscoping the footage, however (with a fantastically complex update of the proprietary software Linklater used on his 2001 roto-movie, "Waking Life"), was a maddening process, and took well over a year to complete. The picture's original release date, scheduled for last September, had to be pushed back six months, and then pushed back again. The point of all this, the director said, was to create an animated film that would appeal to adults, not just kids.

But such films already exist. There's "Sin City," of course, a partly rotoscoped movie with a much more powerful imaginative charge. And there's also "The Incredibles," a fully animated feature whose appeal has proved to be trans-generational. Unlike either of those films, "Scanner," with its resolutely earthbound characters, has turned its back on one of animation's greatest strengths -- the playful elasticity that allows characters to stretch and soar in impossible ways. This is a real-world movie that's essentially been spray-painted. It was very hard to do, apparently, and it's been done about as well as it possibly could be. But when it's over, you wonder why it was done at all.

--Kurt Loder

Check out everything we've got on "Pirates of the Caribbean: Dead Man's Chest" and "A Scanner Darkly."

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