Was pretty excited to see this in the first place (guess that's why I saw it midnight opening night/day whatever), but anyways... on to the stuff. The Good: They brought everyone back from the first one (well, except those two British dock guards, anyways). With a slew of new characters, there's plenty of different people to keep the movie occupied for 2 hours and 20 minutes. The cast, especially Johnny Depp, deliver their lines with what people would expect from a Pirates movie. Yes, the movie is 2 1/2 hours long, but the movie is packed with so much action and humor I didn't mind. The action sequences are more elaborate this time around, and the constant humor doesn't disappoint. If there's anything that seperates this movie from the first, it's that this movie's action sequences and humor seem to be more... "cartoonish". I put it that way because there were times I expected to see Wile E Coyote walking into thin air then falling down a cliff and making a splat sound at the bottom. Whether that's a good or bad thing is up to you. In the first movie, Keira Knightley was pretty. In this movie, she is smoking HOT. Not that we see any boobies or anything, but putting breeches and a vest on an already hot woman and having her take out a couple swords and fight people and carbuncles is something close to perfection. This time around, Hans Zimmer gets complete credit for the musical score, which is the same core Pirates themes with some new stuff thrown in. They have set themselves up for a great trilogy. In this movie they've certainly set the stage for a great Pirates 3... let's hope they don't drop the ball like X-men (but then of course the director and writing staff didn't leave for the 3rd one of this, either). Special effects and makeup were of course top-notch. Everytime I saw Stellan Skaarsgard (playing Bootstrap Bill) I couldn't help but notice how well his makeup was done. Throw in a great performance, and pow... believeable character, despite being turned into a crustacean. The Bad: The story during the first 45 minutes is pretty convoluted. Granted by the end of the movie everything is all "ohh yeah, of course" but it would've been nice to actually have some clue as to why people were doing things very suddenly without any warning or backstory. Maybe they did have scenes showing more backstory but had to cut them because of time, it sure seemed like it. They tried some different character developments in this one, some I liked and some I didn't. For instance, Orlando Bloom had a diminished role, yay! But the others, like Norrington and the Jack/Elizabeth thingy seemed to not fit. Granted that this is a sequel and most of the character development has already been done, but it seemed they tried to reinvent some characters and others were stagnant. The Ugleh: Aside from a pretty graphic scene at the beginning (another surprise from a PG-13 movie... what will the kiddies do when they see the eyes and flesh of people being eaten by ravenous birds?) the only ugleh thing I saw was this guy a couple rows ahead of me dressed up as a pirate. Note to self, 300 pound men should not wear vests and breeches. Thankfully most of the young women in the theater were dressed like this as well, but yeah. Well, if you want to see this movie (and chances are if you've seen the first one, you will want to see this one), do so. It was worth the ticket price, and I was very entertained for a good 2 1/2 hours. Great action, great comedy, great characters... it's no surprise that this movie broke box office records. The only people I would not recommend this movie to is people who haven't seen the first one. Other than that, go see it... it's fun for the whole family, and people who like to see Johnny Depp with lots of eye makeup. Make sure to stay after the credits for the easter egg if you go. I give Pirates of the Carribean: Dead Man's Chest 3.5/4 monkeys.