The Pirates Of The Carribean: Producer Jerry Bruckheimer, who's built a career on high-velocity action pictures, was turned off when Disney Studios sent him a script for a movie version of its theme park ride "Pirates of the Caribbean."

It was bland, too tame, he told the Disney brass. After all, he's the man who brought the masses "Top Gun," "Armageddon" and "Bad Boys." Still, he was intrigued and brought aboard some like-minded creative types to jazz up the project.

He promised two things to Disney executives bankrolling the $140-million film: "I'll make the best movie possible and it won't be an R."

Instead, Bruckheimer has presented Walt Disney Pictures with its first PG-13-rated movie after the studio's decades-long run of entertainment safe for audiences of all ages.

Although there's no sex, drugs or profanity, "Pirates of the Caribbean: The Curse of the Black Pearl" is filled with computer-generated scenes of pirates transforming into skeletons as the moonlight melts their flesh. Throats are slit. One youngster who won't be going to the movie, which opens July 9, is the 5-year-old son of Disney production chief Nina Jacobson. "I think it's too intense and scary," she said.

That's what the Motion Picture Assn. of America thought too when it put a PG-13 stamp on the movie this week for its "action/adventure violence."

Industry experts see Disney's decision to release a PG-13 movie under its legendary family film banner as recognition of the changing cultural, technological and box-office realities that influence today's action-movie market.

"What Walt Disney had

Pirates of The Caribbean: The Curse of The Black Pearl was released July 9th, 2003 and stars Johnny Depp, Geoffrey Rush, Orlando Bloom, Keira Knightley, Jack Davenport, Jonathan Pryce, Lee Arenberg, Mackenzie Crook. The film is directed by Gore Verbinski.