Midway through the third installment of Walt Disney's deliriously popular pirate franchise, a character says of Capt. Jack Sparrow (played by Johnnny Depp in what now has to qualify as one of the weirdest characterizations in screen history), "Is he making this up as he goes along?" Shiver me timbers, mateys, but one has to ask director Gore Verbinski and his team of wranglers, er, writers, the same question of the entire series.

I did not fall in love like so many others with the first film in the trilogy, "The Curse of the Black Pearl," but I saw its appeal. It was far too long and sloppy, criticisms that have been leveled at parts two and three but which apply to the first movie as well. I can't even really remember the plot. It has something to do with Sparrow's beloved ship, the Black Pearl, being stolen from him by the rival pirate captain Barbossa (the marvelous Geoffrey Rush, bringing some obligatory British class to the proceedings) and his army of undead, and Sparrow's efforts, along with that most boring pair of screen lovers, Keira Knightley and Orlando Bloom, to get it back. Depending on your perspective, that plot summary either wraps it up or barely scratches the surface, because "Pirates" is stuffed with more subplots than it can handle. Never has so much plot been shoe-horned into a movie (or trilogy of movies) and so much of it not mattered a bit. It turns out that Sparrow is actually undead himself, and some sort of curse need be broken if he is to regain his mortality. Well, it's not ruining anything to tell you that the curse is indeed broken, and loose ends are wrapped up while everything's left conveniently open for a sequel.

That sequel, "Dead Man's Chest," takes everything that is charming about the first episode and pushes it past the limits of the audience's endurance. What a gormless mess the second part is, all furious action and racing around with absolutely no attempt made at coherence. A tremendous amount of plot exposition occurs in this installment. Indeed, the whole film is really set up for part three, yet at the same time is paced as if the entire movie is one long climax. Our consolation is that Bill Nighy makes his first appearance as Davy Jones (no, not the Monkey), looking like a serving of very angry calamari, and taking up the classy British slack that Rush left behind at the end of Part I. "Dead Man's Chest" makes no sense whatsoever, and it's not really even very fun. Even in a mindless action movie, one likes to have a vague idea of what all the fuss is about.

So it pleases me to report that the third and (maybe?) final entry, "At World's End," gets more right than not, and provides a tremendous amount of fun. It doesn't even feel overly long, despite its run time of nearly three hours. The "Pirates" movies' saving grace is the cast the filmmakers have assembled, and there are moments in this film, when the cast is all together at the same time, that rival "Star Wars" for sheer screen chemistry. Rush returns, so we get to enjoy both him and Nighy, and of course Johnny Depp is back, and returns to the inspired performance (and surpasses the downright nuttiness) that made the first installment so memorable. Chow-Yun Fat is this episode's most significant addition, but let's not dwell on him or the embarrassing Asian stereotype he hauls along behind him. There's a huge amount of jokey humour in this segment, perhaps the most in the series, which helps it succeed in becoming what one sensed it wanted to become all along -- a sort of Indiana Jones set on water. My prayers that the pre-pubescent Orlando Bloom would be killed off looked as if they might have a chance of being answered for a brief moment, until the writers cruelly resurrected him as a swarthy pirate captain and give him a dramatic entrance that gave me the biggest (if most unintentional) belly laugh of them all. Why is it that despite his swishing and mincing, Depp still gives the impression that he could kick Bloom's ass?

The "Pirates" trilogy will not go down as classics of the genre, but they'll be remembered for wedging themselves firmly in the consciousness of movie-going America.

Grade: "Curse of the Black Pearl": B "Dead Man's Chest": C- "At World's End": A-