The new "Pirates of the Caribbean" comes with the subtitle "On Stranger Tides," appropriate for a franchise that feels washed up.

This is now the third attempt to recapture the fun and inventiveness of "Curse of the Black Pearl," one of those rare summer tentpoles that delivered on the promise of simple, popcorn joy.

The first two sequels offered diminishing returns and diminishing coherence - "World's End" is famous for making no sense at all, and while the audience remained incredibly faithful, there were mass desertions on the creative side.

Director Gore Verbinski walked the plank, Orlando Bloom and Keira Knightley jumped ship, along with a host of supporting players. (Is Johnny Depp next? The script for "5" is in, but Depp is saying he wants to "hold off for a bit.")

The new captain is Rob Marshall ("Chicago," "Nine"), whose idea is to make the franchise leaner (only 127 minutes!) and for some strange reason more "serious," with more horror movie touches (mermaids with vampire teeth).

Why, for goodness sake?

Did somebody ask for a more "serious" pirate movie?

The series has always had the soul of a comedy, built around Depp's amusing and subversive undoing of the swashbuckler archetype.

Marshall's decision to squeeze the remaining fun out of "Pirates" feels wrong, and makes Depp's clowning as Jack Sparrow feel misplaced - sort of like watching Letterman, Stewart or Rock host the Oscars.

In "Tides," Sparrow belongs to one of three parties in a competitive search for the fabled Fountain of Youth. The Spanish have sent an expedition, so have the English (employing Geoffrey Rush as a privateer). Sparrow is traveling with a sorcery-practicing Blackbeard (Ian McShane) whose first mate is a female pirate (Penelope Cruz).

Her first "mate" was Sparrow, who apparently treated her like a yo-ho-ho - the backdrop for what is meant to be a spicy romance.

It isn't and "Tides" revisits the mystery of why Cruz is so alluring in her Spanish movies, yet in Hollywood movies, not so much. She's somehow more voluptuous when speaking Spanish, which makes no sense, but is nonetheless true. (I guess getting Pedro Almodovar to direct "Tides" was out of la pregunta.)

Of course we can forget all that and pray that "Tides" works as a 3D action movie, shot with parallel RED cameras. I wish I had good news here, but the action (after the opening sequence) is largely nocturnal and interior, and the 3D glasses darken and fog the images. (My 3D glasses picked up and reflected white light from the screen, creating interference and giving me a vicious eyeball-ache.)

Marshall shows little of Verbinski's Keatonesque action ingenuity (think of Depp and Bloom in "Black Pearl," walking that inverted boat along the bottom of the bay). And his method for making sword fights seem fierce is to turn the volume up to 11. Another reason NOT to pay a premium to see this in IMAX 3D.

Some good has come from "Tides." Verbinski freed himself from a dead-end series and went on (with Depp) to make "Rango," an entertainingly freaky adult-ish animated feature that felt like an effort to recapture what he loved about movies.

"Tides," by contrast, seems to share Blackbeard's mercenary dedication to finding its own Fountain of Youth, to keep "Pirates" alive beyond its natural point of expiration. Which was 2006.