WHAT IT'S ABOUT? The uber-anticipated sequel Transformers: Revenge of the Fallen picks up shortly after the events of the blockbuster first film. With evil Megatron's carcass buried at the bottom of the ocean, Optimus Prime and his Autobot comrades, working together with an elite group of human soldiers, are now focused on hunting the remaining Decepticons scattered across the globe. Sam Witwicky, hero of the 2007 movie, is busy preparing for his first year at college, while his unlikely girlfriend, Mikaela Barnes, stays behind to tend to her father's auto-repair shop. Little do they know, however, that back on Cybertron a Decepticon elder known as "The Fallen" is hatching a scheme to invade Earth, where hidden somewhere on the planet is the last known source of energon, the life-blood of all Transformers. If he succeeds, the devastation left in his wake will no doubt spell the end of the human race.

With the fate of Earth hanging in the balance, Sam and Mikaela must once again have to team up with Optimus and the Autobots to defeat this powerful new foe. WHO'S IN IT? All the major human players from the first Transformers film are back for the sequel, including Shia LaBeouf, Megan Fox, Tyrese Gibson, Josh Duhamel and John Turturro. Newcomers include Ramon Rodriguez, who plays Sam's conspiracy-obsessed college roommate Leo, and The Office's Rainn Wilson, who enjoys a notable cameo as a pompous physics professor. Of course, the actors merely serve as background filler for the real stars of the show: those titular talking-alien robots. And director Michael Bay fills up the screen with enough mechanical eye candy to dazzle even the most skeptical gearhead.

Returning characters include Optimus Prime, Bumblebee, Ratchet, Ironhide, Barricade, Jazz (don't act surprised), Starscream, Frenzy and Megatron (again, don't act surprised). Several new Autobots are introduced to the mix: Mudflap and Skids, a pair of jive-talking, ceaselessly annoying hatchbacks; Jolt, a Chevy Volt; Sideswipe, a silver Corvette; and Jetfire, an elderly Decepticon turncoat who walks with a cane, speaks with an English accent and transforms into an SR-71 Blackbird. Additions to Decepticon side include: The Fallen, who we learn is the Decepticons' real head honcho (consider him the Emperor Palpatine to Megatron's Darth Vader); Soundwave, a communications specialist who sinks his tentacles into a satellite and spies on us from above; Ravage, a panther-like creature; Wheelie, a radio-controlled truck who talks like Joe Pesci; "the Doctor," a sort of mad scientist who speaks with a German accent (naturally); and the Constructicons, a group of construction vehicles that fuse together to form a massive, four-legged beast. WHAT'S GOOD? No director does over-the-top, explosion-laded action better than Michael Bay, and Transformers: Revenge of the Fallen features several staggering set pieces. The CGI work on this film makes the last one look like it was designed on a Commodore 64.

WHAT'S BAD? Any scene in which people talk — and several of the ones in which robots talk, too. Just as the action and visual effects are beefed up for the sequel, the bad jokes and cringe-worthy dialogue are as well. Highlights include two dogs humping, John Turturro in a thong, a robot humping Megan Fox's leg, a sequence involving Sam's stoned mom, and a glimpse of a very large pair of testicles on one very large Decepticon. The latter will likely go down as the "nipples-on-the-Batsuit" moment for the Transformers franchise. FAVORITE SCENE? The show-stopping climax, set in the Egyptian desert, is one extended, riotous battle royale packed with so much robot-on-robot action you'll feel overwhelmed at times.

NETFLIX OR MULTIPLEX? This big-budget spectacle begs to be seen at the multiplex — IMAX, if possible. Just bring a pair of earplugs for the dialogue sequences. You might want to bring some Dramamine as well, as Mr. Bay went a little overboard with his trademark circling-camera sequences this time around. Hollywood.com rated this film 3 stars.-Thomas Leupp.