The tone introduced in the second Pirates of the Caribbean movie -- a darker and more serious one -- plays tug-of-war with the filmmakers' more humorous -- and, for me, much preferred -- nature in the third movie, At World's End. What made the original Pirates movie so much fun was how light on its feet it was. Its follow-up clearly re-shifted some priorities -- the goofy humor remained for certain bits here and there, but the overall story was reaching for epic status. I didn't feel this was the right direction. Frankly, I would have liked to see a new, separate adventure, so I can't say the decision to have a cliffhanger ending for the second film sat well with me.

When At World's End begins, that desire for "epicness" is invoked, as if to remind us of its own gravitas. A long line of pirates is being led to the gallows to hang without trial, but the men defiantly sing a high seas anthem. With this scene the movie  makes clear its allegiances, equating the pirates' life with freedom, and wishes to set up a scenario in which such freedom is threatened. Heavy stuff, for sure, and  I haven't become quite convinced that piracy makes a good metaphor for liberty in general, but thankfully things pick up steam as soon as the familiar cast arrives on screen, starting with Elizabeth Swann (Keira Knightley) and following through with the long-missed Capt. Barbossa (Geoffrey Rush).

The best thing about Rush's presence, and the character of Barbossa in general, is that he steadfastly refuses to give in to the movie's attempts at dramatic credibility. Barbossa was the bow to Jack Sparrow's (Johnny Depp) arrow; the vacuum his absence created was  strongly felt in the second movie, Dead Man's Chest (subsequent viewings of the first two movies only emphasized how much I originally underestimated Rush's contributions). Without Rush, Depp was left to do silly things without much comedic support, especially not from the serious stright-faced couple of Elizabeth and Will Turner (Orlando Bloom).

In At World's End, Rush brings back the enterprise's featheriness -- he chews into his dialogue, flourishes with abandon, and just generally looks like he's having a world of fun playing a pirate. When he's not in a scene, Jack Sparrow will usually take over, and so the two carry each other's comedic weight, continuing where the other left off. Jack is quite funny again in this movie (his intro sequence with the rock crabs is delightfully weird); it helps a lot to have his eccentricities once more balanced by Barbossa's. And the scenes in which the two interact are, not surprisingly, among the film's most amusing.

It's a good thing they're around to distract us from the plot, which is about as entangled a web as I've ever experienced. I'd say about a dozen characters here, from villains like Beckett (Tom Hollander) and Davy Jones (Bill Nighy) to new characters like Capt. Sao Feng (Chow Yun-Fat), each have their own motives to pursue, and trying to remember why this person is doing that and that person is doing this becomes a major chore. The movie needs to come with a diagram or maybe a treasure map or something. There's so much double and triple-crossing going on here, you'll get cross-eyed trying to follow it.

Character depth suffers, naturally, but whether or not this becomes a detriment is debatable here. It hurts if the filmmakers wanted us to be invested in the characters -- they're basically counting on goodwill carried over from the previous movies, which works to some extent. And it also hurts if they're serious about being serious -- will we really care if the pirate way of life gets eradicated by the government and commercial industry stooges? But the movie itself doesn't seem to make up its mind about that, as most of its success as entertainment comes from undercutting its own serious set-ups. When Beckett has a conference with Jack, we're paying less attention to his words than we are to Jack swiping his wine glass. A scary scene where a giant dissolves into crabs is followed-up by a pirate getting grossed out by one of the crabs hanging on to his nose. Anytime something suspenseful might be occurring, there's always a joke defusing it somewhere.

And every time that happens, it's welcome. At World's End raises the stakes for its characters, but are any of us taking that seriously? Should we be? In addition to its sense of wackiness and playfulness, maybe the answer lies in the way it presents its overarching theme -- that piracy equals liberty. In any other movie, such liberty might be portrayed with utter reverence -- worth dying for and all that jazz. Here, the pirates actually have to be convinced to fight because they'd rather run away. And when they are free, then what? They immediately start double-crossing each other again. There's a wickedly funny cynicism attached to this pirate version of liberty -- freedom means the freedom to take what you want, allegiances be damned. In the land of pirates, freedom isn't democracy, it's anarchy... with a bottle of rum.

P.S., to the Pirates fans: there's a capper to the story awaiting after the credits roll.

(Released by Walt Disney Pictures and rated "PG-13" for intense sequences of action/adventure violence and some frightening images.)

Review also posted at www.windowtothemovies.com.