Not surprisingly, the chameleon-like Johnny Depp makes an absolutely fabulous pirate in Pirates of the Caribbean: The Curse of the Black Pearl. Sporting a bandanna, the nastiest set of teeth you're ever likely to encounter outside a British dentist's office, greasy dreadlocks, beard braids, and an accent so untraceable you'd have to invent a country just to identify its origin, Depp's swashbuckling Jack Sparrow is one of this phenomenally gifted young actor's most unforgettable creations to date. Like his Don Juan DeMarco co-star Marlon Brando on a bender, Depp isn't just the life of this particular $130-million party, he's the caterer, and a really rocking mariachi band to boot.

Tipping the scales at a bloated 143 minutes, Pirates of the Caribbean is undone by its own overweening ambition. Entrusted with the dubious task of making an action-adventure movie "inspired" by a Disney theme park ride that grownups might actually pay to see, director Gore Verbinski and producer Jerry Bruckheimer strive so hard to entertain they probably developed a hernia from all their heavy lifting. Screenwriters Ted Elliott and Terry Rossio may have hit paydirt with the fractured fairy tale classic Shrek two years ago, but the cobwebbed cliches of Hollywood pirate yarns (dating back to Douglas Fairbanks and Errol Flynn) ultimately defeat them. Of course, the last time a skull-and-crossbones flag seemed hip was when Burt Lancaster's The Crimson Pirate set sail back in the summer of 1952.

Definitely up to Lancaster standards of derring-do, though, is Depp's Sparrow, a rascally scoundrel who can't help getting himself into one fine mess after another. Sparrow's latest misadventure involves helping staunch young blacksmith Will Turner ('tweener pinup Orlando Bloom, from the Lord of the Rings trilogy) rescue governor's daughter Elizabeth (Bend It Like Beckham's Keira Knightley) from dastardly pirate king Barbossa (Geoffrey Rush, in full-throttle mode as the most hissable of villains). Captain of the fearsome Black Pearl ship, Barbossa wants Elizabeth's gold medallion in hopes that it will permanently restore his crew of zombie hooligans back to human status. It goes without saying that this much sought-after piece of jewelry will switch hands a multitude of times before the "curse of Cortez" can be lifted.

If Terminator 3 overstayed its welcome by at least 15 minutes, Pirates could stand to lose twice that from its running time. Verbinski, who's proven his mettle with kidflicks (Mousehunt), a Tarantino homage (The Mexican), and even horror (The Ring), serves up a flurry of action setpieces -- most of them reasonably engaging and stylishly done -- yet nothing we haven't seen before.

Surprisingly, for a movie so heavily reliant on computer-generated imagery, it's the deliciously over-the-top performances of Depp and Rush that stick with you a lot longer than the wall-to-wall special effects. Considering the amount of money they spent on the latter, I'm not sure whether the keepers of Mickey Mouse's eternal flame will consider that a blessing or a serious miscalculation.

Every inch the disaster it's been rumored to be in Internet chat rooms, The League of Extraordinary Gentlemen is such a monumental botch that it deserves its very own "Mystery Science Theater 3000" deconstruction. Based on Alan (From Hell) Moore's 1999 comic book, er, graphic novel, the movie feels like a situation where the various creative minds behind the project (director Stephen Norrington whose Blade remains one of the best comics-to-screen translations; screenwriter James Robinson; executive producer-star Sean Connery) never reached a consensus on what type of movie they were actually making. The resulting mishmash achieves such a level of nonstop, unintentional hilarity I'm tempted to recommend it strictly for the laughs.

Set in Victorian England, the movie has one of those wacky yet irresistible plot hooks that might have worked as a seven-minute Saturday Night Live skit back in the Belushi-Aykroyd days. Unfortunately, someone felt obliged to blow up that nifty premise to ridiculously grandiose "event movie" proportions (with, yawn, accompanying multimillion-dollar special effects), which sort of spoils the joke. After a diabolical fiend known only as "The Fantom" (think Saddam Hussein with an Eastern European accent) starts making noises about manufacturing his very own WMD ("I want the world!" the wannabe-despot barks behind a pearly-white mask that would do Andrew Lloyd Webber's Phantom proud), Queen Victoria rounds up that era's most famous literary figures to defeat the barbarian before he launches a World War.

First called up for "league" duty is fearless adventurer Allan Quartermain (a cranky Connery plays the role like 007 in his dotage), who has to be retrieved from his retirement home in colonial Kenya. The other enlistees include Dr. Henry Jekyll and his Hulk-like alter ego Mr. Hyde (Jason Flemyng); Invisible Man Rodney Skinner (Tony Curran); vampiress Mina Harker (Peta Wilson); Captain Nemo (Naseeruddin Shah); American secret service agent Tom Sawyer (Shane West); and Dorian Gray (Stuart Townsend). Calling the shots is Her Majesty's mysterious emissary, M (Richard Roxburgh), who ships the entire cartel of crackpots off to Venice in order to defuse a bomb whose detonation could have dire global consequences.

It's amusing to watch these "extraordinary" gents and a lady -- each carrying a ton of dysfunctional baggage -- bicker among themselves like old college roomies, but when the cornball action set pieces arrive on cue, like production numbers out of an old Busby Berkeley musical, the screwball atmosphere dissipates, and tedium quickly sets in. You know a movie's in trouble when a character is required, every 15 minutes, to explain what we just saw.

Not that it helps. I was already lost when costumed revelers in a Venetian palazzo began fleeing for their lives like dress extras from a 1970s Irwin Allen disaster flick. When the story finally climaxes in the middle of a Siberian snowstorm, the fog of narrative confusion is so thick you could cut it with a stake.

Visually, the movie has a certain daft charm. The sets have an almost toylike ingenuity, and colorful costumes give the early stages the quaint feel of a theme costume party where each guest arrives dressed as a favorite literary personage.

But oy, the dialogue! Quartermain to Gray: "You're missing a picture, aren't you, Mr. Gray?" Or this priceless exchange, after Gray's chest wounds miraculously heal themselves: "What ARE you?" "I'm complicated."

Singling out the worst performance is a fool's game, but Townsend's foppish Gray takes the cake. Hard to believe this is the same charming young Irish actor from About Adam. Suffice it to say, this is one comics-derived feature that won't be spawning its own movie franchise. No doubt Fox stockholders will be quoting my favorite line of dialogue -- "Bomb away!" -- at their next corporate board meeting.