Now keep in mind, I loved the first two POTC movies. For several reasons but first and foremost being that they were fun movies. They balanced the genres of comedy and action, while including fantasy elements in the story. So don't try throwing the "The POTC movies are supposed to be fun! You're taking it too seriously" argument at me when I ramble about the gripes I had.
And while on that topic, on to the gripes. One was that it was too freaking long. Like Spider-Man 3, it tried jamming in one too many plot points/subplots into a movie when it could've stuck with the storyline of saving Jack while trying to get past the obstacles made by Davy Jones and Beckett. But instead they had to add in all the pirate lords and for some reason made a big deal about Singapore in the trailers but hardly went anywhere...it just left me confused, frustrated, and from a "I'm just seeing it to be entertained" standpoint, bored.
Another problem I had was, and this was probably my biggest one, that the whole balance between the action/comedy genres I mentioned earlier? It wasn't there. It had some of the usual hilarious moments, sure, but they were outweighed by the more serious moments. It didn't feel right at all. What was worse was that even quirky characters like Jack Sparrow and Tia Dalma were taking the situation seriously as well. The latter was especially disappointing because...what the hell happened to the smirky, sneaky Tia Dalma that we all know and love from the second movie? Most of the time she was moping around. I get why, but damn, did it feel out of place. (though this might because I was expecting her to have a reaction more along the lines of "Davy Jones? HAHA, man, he was a loser. Love him for it, though.")
And, like a lot of people have said, too many pointless character deaths. And when I mean pointless, I mean, well, pointless in the most literal sense possible. I guess I understood why Elizabeth's dad had to go in order to boost Beckett's Evil level up a notch and add more angst for Elizabeth, but it didn't stop there. Norrington came and went without any reason, and the pirate lord of Singapore was, for something advertised to be a big character, painfully minor, making his death even less significant.
Despite all my complaints, I still can't bring myself to call AWE a bad movie, because it really isn't. The short swordfight with Jack and Davy Jones was amusing and entertaining (though inferior to the watermill fight in the second one by a mile) and having Will and Elizabeth get married in the midst of chaos was great, too. The plot was decent, too. It just wasn't executed as well as it could've been.