TREASURING `CHEST' DISNEY BANKS ON `PIRATES II,' TO DISMAY OF CAST AND CREW.

Byline: Bob Strauss Film Writer

No one expected to find that much booty.

But when the first ``Pirates of the Caribbean'' movie took in some $653 million worldwide and earned Johnny Depp a 2003 Academy Award nomination, perhaps the most surprised of anybody were the people who made the picture.

``This was a dangerous movie to make,'' says producer Jerry Bruckheimer. ``Before they saw it, everyone was very skeptical about it and its commercial potential. On paper, you were looking at a movie about a theme park ride to follow `The Country Bears.' So it was daunting.''

``I was definitely never a crowd-pleaser,'' acknowledges Depp, who was best known for his work in Tim Burton and Terry Gilliam's more eccentric projects before his stoned-rock-star interpretation of Capt. Jack Sparrow made him one of Hollywood's most sought-after marquee names. ``(I) may not be after this one, you never know. I was incredibly surprised -- still am -- that `Pirates' did as well as it did and that the character made some friends out there. Yeah, I'm still surprised. And touched.''

The ``this one'' Depp refers to is the inevitable second ``Pirates'' movie, ``Dead Man's Chest.'' Filmed throughout the Caribbean simultaneously with a third installment (which still has a few months' worth of production left to complete and is scheduled for a Memorial Day 2007 release). ``Dead Man's Chest'' reunites Jack with the young leads from the first film, Keira Knightley's Elizabeth Swann and Orlando Bloom's Will Turner, as well as ``Curse of the Black Pearl's''director, Gore Verbinski, and writing team Ted Elliott and Terry Rossio.

Bigger, more numerous and certainly costlier supernatural adventures await our friends on ``Dead Man's'' high seas. The title chest belongs to none other than the legendary Davy Jones, played by British actor Bill Nighy with a computer generated squid for a face (see accompanying story). Jones' ghostly ship, the equally storied Flying Dutchman, is manned by a crew of monstrous mariners who've sold their souls to Capt. Jones -- and he's out to collect on Capt. Sparrow's, too. Plus, there are hordes of cannibals, a runaway mill wheel and a giant, multi-tentacled kraken (a mythical sea monster) to cope with.

And that's just in this movie.

``Nobody expected us to be making another two films when we made the first one,'' says Bloom, who's already had one fantasy trilogy experience with the ``Lord of the Rings'' series. ``Thankfully, Gore and the writers created a story that could evolve. And it did. It felt very natural, very comfortable. The characters really developed; it felt like they went on a journey.

``And they top it. How do you top that first movie? How do you top pirates turning skeletal in the moonlight? How do you top the entrance that Johnny has in the first movie?''

That was the easy part. Well, relatively.

``Johnny wanted to continue his character; Orlando and Keira were excited about coming back,'' says Bruckheimer, whose long list of hits ranges from movies like ``Top Gun'' to several television versions of ``CSI.'' ``But the hardest part was getting everybody together in the same time frame. That's why we made two movies. And making the deals.

``When you come off of such a successful picture, everybody deserves more money and, of course, Disney always wants to make it for less. So you have a real problem.''

The tandem production strategy mostly solved problems, though.

``You got to amortize your ships and sets,'' notes director Verbinski.

``The Black Pearl was now built as a real, seagoing vessel. In the first movie, it was towed around on a barge. But the biggest advantage is, you'll never get this cast and the writers and everybody back together again. Once you've negotiated everybody's deal and get them all to commit, it's much better to make two.''

This cheerfully said by somebody who's spent some 200 days fighting currents and dodging hurricanes, and is looking at another 70 or so to wrap ``Pirates 3.''

``I'm starting to see the light at the end of the tunnel,'' Verbinski says, not sounding weary so much as determined. ``But my wife said, `You're no longer the architect -- you're the contractor.' That's sort of how you feel after 200 days of shooting.

``It would be more of a problem if you weren't in Dominica and then St. Vincent, and today we're doing bone cages, and tomorrow we're doing a four-page dialogue scene, and then we're back on the wheel, and we were in storms,'' the director adds. ``There's a lot of real low-tech filmmaking going on, even though we've got Davy Jones and all of these visual effects. A lot of it is taking a boat out to sea, and if it's raining, everybody huddles under umbrellas, and they wipe off lenses. You do handheld with a bounce board; it's not clinical. It's tactile, and that's a bit of a rush. The nightmare would be if it's all onstage, and you had to drive to Burbank every day. It's invigorating to have the ocean spraying in your face every morning.''

Depp says that the most exhilarating thing for him was reuniting with old pirate mates.

``It was funny,'' the actor says. ``Simply going through that process again -- makeup and hair and buckling myself into the costume -- it just felt so natural and normal and right. Literally, I walked onto the set the first day of shooting, I looked around me, and it's all the same crewmembers, same faces, and it felt to me like we'd had about a week break since the first one. You just sort of found it right away.''

``But I don't really notice them anymore. I'm kind of used to them now.''

Everybody's favorite freebooter says he was surprised by his unexpected Oscar nomination.

``I think it was fluke misspelling somewhere,'' Depp says. ``Someone either counted wrong or made a mistake.''

Seriously, that magnificent comic creation, which Depp says combined elements of cartoon skunk Pepe le Pew and Rolling Stones guitarist Keith Richards (who's still expected to play Sparrow's dad in ``Pirates 3,'' providing ``he doesn't fall out of more trees,'' says Bruckheimer), caused much concern during production of the first movie. Disney suits feared he'd be too fey and goofy for mainstream tastes.

``You do your best to explore as much as possible while you're shooting,'' Depp says of his unpredictable approach to film acting.

``The executives did panic on the first one. And, probably, to some degree, for good reason. But I think it's pretty requisite to become an executive. You have to have that capability to be able to panic instantly, and then do your best to resolve it as quickly as possible. But it was a case where the audience actually came in and saved me.''

There were bigger things to panic over while making the follow-ups.

``Weather,'' Bruckheimer sighs. ``Constant weather problems. We built this tank in the Bahamas, and we had to dredge out to 25 feet so we could get the Black Pearl in there. Next morning, it was back to 5 feet; a storm had pushed all the sand back in. Those kinds of things.''

The equivalent challenge for the actors was remembering just what the heck they were supposed to be doing in each scene.

``It's a real ensemble movie, so it's not like I was on set the whole time,'' Bloom explains. ``But you've got the arc of two movies to cover. You can shoot a scene for the second movie in the morning and a scene for the third movie in the afternoon, and trying to remember where your character is, emotionally or whatever, at that point can be a bit more challenging. You just have to create the truth of the moment, and thankfully we've got great writers.''

Plus, Bloom says, everything's easier when you've got Johnny Depp to bounce off.

``He's really good, and I can be straight,'' says the young Englishman, explaining, ``He sets up the moments, and I just play them so straight that it's just funny. You're not quite sure whether Will's getting it or not getting it.''

There's little doubt that audiences will get ``Dead Man's Chest.'' But even if they're not exactly panicked about it, producers and directors are always wary about those kind of assumptions.

``Death and taxes are the only sure things that I know,'' Bruckheimer says. ``We'll get a weekend, but the movie's got to live up to the hype, it's got to be great.''

Asked about ``Pirates'' being the summer's most anticipated blockbuster, Verbinski was quick to say, ``I don't recommend it. It's much better to be the underdog and have really low expectations. If you look at the Disney stock report, it's got the Caribbean on the cover of it! I mean, there are a lot of people counting on this film. Whereas before, I don't think anybody was really paying attention. So there's a lot of pressure.''

Bob Strauss [phone]

[e-mail]

Nighy puts on his game face for squid villain

You might recognize the actor playing Davy Jones in ``Pirates of the Caribbean: Dead Man's Chest.'' He's Bill Nighy, the scarecrow Brit with the piercing, beady eyes who has single-handedly saved many a bad film (``Love, Actually,'' the ``Underworld'' horrors) and added immensely to a couple of pretty good ones (``The Constant Gardener,'' ``Shaun of the Dead'').

Proof he's a great actor? You recognize him in ``Dead Man's Chest,'' even though the demonic Davy's face is entirely covered by an octopus-like cephalopod generated by Industrial Light & Magic computers.

``This is the first time I've ever been involved in anything like this,'' Nighy says. ``I think the process keeps moving on. This is, presumably, state-of-the-art. There was no blue screen, or any of that kind of work. I was allowed into the main population, even though I had to wear seriously unsettling trousers and dots all over my face.

``I was aware that the creature would be, hopefully, informed by whatever I did on the day. As for whether it was going to work out or not, I didn't know.''

``Everyone else was dressed like pirates, and Bill shows up on the set looking like he's a member of Devo or something,'' says ``Pirates'' director Gore Verbinski. ``And yet he completely commits to it.''

At ILM, split-screen monitors were used by the animators to approximate every one of the actor's subtle ticks and expressions on a digital mask full of keyboard-playing tentacles and vapor-emitting blowholes.

``Even the eyes are computer-generated,'' Verbinski reveals. ``We originally intended to keep Bill's eyes, because I wanted to have something going on behind them -- and that's the thing that computers can't do very well. But it became too cumbersome to use his real eyes, and when we looked at what we could achieve, we realized we could kind of cross over a new CGI threshold.

``A lot of it is done by hand,'' the director adds. ``You split the image and work through it frame by frame. A lot of talented animators working a lot of hours, and you really steal his performance.''

What does Nighy see in his squid-faced self?

``I don't know whether it's just because I'm me, but I am surprised by what degree it looks familiar,'' the actor says. ``It's spooky, obviously, because it's a weird experience. And it is satisfying to see that the movement, the physical stuff, and the attitudinal decisions that I made at the time survived. They're in it, they're there, even though they are delivered by this weirdo.''

-- B.S.

Depp chews scenery in style

If Johnny Depp looks like he has a golden smile, that's because he does.

The actor is still wearing Sparrow's sparkly dentures, and by the time ``Pirates 3'' is finished, he'll have had the stuff in his mouth for the better part of two years.

``Well, I've had many problems over the years,'' Depp jokes when asked about his dental adventures. ``Several root canals. Once they found an 8-millimeter drill bit tip in one of the canals; that was a 6-hour ordeal ... I'm sorry. What they do is something that makes the surface of the tooth kind of rough, and then they hot glue and laser these things onto my own choppers. The process of taking them off can be ugly. Sometimes it just goes `dink,' and it shoots off; other times you have to address the issue a little more intensely.''

-- B.S.

CAPTION(S):

8 photos, 2 boxes

Photo:

(1 -- cover -- color) Booty Call

`Pirates of the Caribbean' returns for more box-office plunder 

(2) KEIRA KNIGHTLEY

(3) ORLANDO BLOOM

(4) JOHNNY DEPP

(5) Orlando Bloom, right, draws down on Johnny Depp in ``Pirates of the Caribbean: Dead Man's Chest.''

(6 -- 7) Davy Jones, top, may look creepy, but under the CGI effect is veteran Brit character actor Bill Nighy, above.

(8) no caption (Johnny Depp)

Box:

(1) Nighy puts on his game face for squid villain

(2) Depp chews scenery in style