'Transformers: Revenge Of The Fallen" (PG-13)(out of four)

Oh, how far the mighty Transformers have fallen.

As spectacular as the 2007 original was, there are few good things to say about "Transformers: Revenge of the Fallen," a dumbed-down, clunker of a sequel to the 2007 summer blockbuster, directed again by big and loud filmmaker Michael Bay.

But don't blame Optimus Prime, Bumblebee, or even star (and last summer movie season's whipping boy) Shia LaBeouf for what happens during this overlong (2 hours, 30 minutes), loud and eventually, boring, action adventure: They're just unsuspecting collateral damage victims in this big budget disaster, a classic example of a film falling victim to its own excess. Bay, who surprised fans with the first film, should have just quit while he was ahead.

Reintroducing most of the principles from the first "Transformers" film in a prologue by Optimus Prime (voiced majestically again by Peter Cullen), "Revenge of the Fallen" begins with a peek at the back story of the title alien robot The Fallen. He's itching to wreak havoc on the planet Earth after thousands of years, and The Decepticons are more than happy to fire the first salvo by coming out of hiding and ravaging Shanghai. Luckily, the Autobots have been enlisted to aid a special military unit to help fend off such attacks, although a new political crony is against their help.

Meanwhile, halfway across the world, Sam Witwicky (LaBeouf) is desperate to lead a normal life after the events of two years prior, and his first step is to bolt off 3,000 miles to college. It's a bold move considering that he's leaving behind his foxy girlfriend Mikaela Barnes (Megan Fox), with the promise that his eyes won't wander.

But as he's cleaning out his closet, a shard of the powerful All-Spark cube (from the first film) turns up and it burns its coding into Sam's brain. It also transforms all things mechanical in the house into mini-Decepticons, who go on a mini-rampage that's eventually quashed by Sam's trusted Autobot Bumblebee. But when a survivor of Bumblebee's wrath alerts his superiors that the piece of the All-Spark has been found, it sets in motion The Fallen's grand plan to destroy Earth.

"Revenge of the Fallen" shoots out of the gate with tremendous promise, putting to best use the great balance of elements that made the first film such a success. Within the first 20 minutes, you get a great action sequence, impressive visuals and plenty of comedy. Especially hilarious is Julie White as Sam's mom, who has a meltdown as she prepares to send off her little boy to college, and his dad (Kevin Dunn), who tries to calm her down.

But after the Decepticons discover Sam's whereabouts and the crash-boom-bang begins, the movie begins to erode in a never-ending string of robot battles (the effects are spot on but are so fast at times they're visually indiscernible), explosions, a lot of Sam and Mikaela running in slow motion, and several desperate attempts at humor. By the time the movie reaches its final act, it implodes in a jumbled storyline and predictable outcome.

While the robots are the essentially the stars of "Revenge of Fallen," what truly saves the movie from being a complete mess is its human characters.

LaBeouf, whose charm helped carry the first movie, is back in form for the sequel, and peppers his Sam character with impressive physical acting after the codes of the All-Spark cube are imprinted on his brain. With countless symbols whirling through his head, LaBeouf shakes, rattles and rolls like he's possessed by circuit board gone awry -- particularly in a funny college lecture scene featuring Rainn Wilson ("The Office") as a pompous professor. The always great John Turturro is also a hoot in his return as former Sector 7 agent Simmons, and cast newcomer Ramon Rodriguez provides some welcome comic relief as Sam's smooth college roommate.

On the downside, Fox remains the movie's hotter-than-hot sex symbol, but she's really given nothing to work with. Also back are Josh Duhamel and Tyrese Gibson, the main military men from the first film, but any sense of character is lost in the movie's clichéd battle scenes.

As for the film's target audience, the movie delivers mixed results. Diehard fans will have a better shot at making sense of the movie's convoluted plot, and most teens will most likely identify with the film's hip (and at times, hip-hop) style, as annoying as it can be. As our culture continues to disintegrate, the film should have been called "MTV Presents Transformers 2."

As for the kids who buy the toys, the movie has been horribly mis-marketed (a lot of have people seem to have forgotten that the movie concept began as a toy, and should keep the age of that audience in mind). Sure, the first film had some overt sensuality thanks to the curves and sex appeal of Fox; but the sexed-up music video mentality of the sequel is something parents won't be pleased with.

Adding insult to injury is a fair amount of b-word slang and other various curse words (I'm almost certain that one of the Transformers dropped an F-bomb at one point). There's also a cartoonish, tiny Decepticon who takes to humping one of the character's legs like a little puppy. I'm pretty sure that sort of stuff didn't happen in the cartoon series.

The movie hits its lowest point, though, with the moronic exploits of Autobot twins Skids ("SpongeBob" star Tom Kenny) and Mudflap (Reno Wilson). Several people who have already taken to the Internet and dubbed the duo as the "Jar Jar Binks of Transformers" or "Jar Jar Binks in stereo." In truth, Jar Jar comes off as a Rhodes Scholar next to these two idiots.

Bay has faced the wrath of "Transformers" fans before, but more in dreadful anticipation of the first movie. For some reason, there was fear that the director -- whose resume includes "Armageddon," "The Rock" and "Pearl Harbor" (which all are generally entertaining) -- would wreck the cultural integrity of the "Transformers" universe. But when he didn't, there was good reason to believe we were in for a top-notch sequel.

Instead, the pre-"Transformers" nightmares have come true with "Revenge of the Fallen," as Bay has taken his forte -- visual effects and pyrotechnics -- to the extreme. A good story would have gone a long way in bridging the gap between the action scenes, but instead, Bay uses valuable character time pandering to the "hip" crowd and messing with the foundation of the characters. What he doesn't realize is that he's alienating a big chunk of his audience.

And while I'm not an expert on Transformers by any stretch, I know enough to realize that this movie is a far cry from the playful inventiveness of the toys, cartoon series and animated movie, and first live-action movie. There's more than meets the eye to Bay's vision: and at least in "Revenge of the Fallen," it's not looking good.