BOTTOM LINE: All of the fun, cool components of the first Transformers film are completely absent in this bloated, stupid, offensive, over-the-top, and messy atrocity of a sequel.

THE GOOD: “Transformers: Revenge Of The Fallen” does have a few workable elements. The film manages to expand the thin story-line of the original to include the idea of ancient transformers who came to Earth in the past to enslave the human race. This is put to good effect in certain sequences such as the climactic battle on the pyramids of Egypt. Shia LaBeouf has progressed quite a lot as a lead, appearing much more mature in this film and carrying more cinematic weight than in his previous efforts; a strong character actor may be in the making here. And if nothing else, the film would make a great advertisement for the US Army; they look sensational in the film between the troops and the equipment.

THE BAD: You could write an essay which picks apart just how many things are wrong with this film, but at the end of the day, this is director Michael Bay of old, showing utter contempt for the audience by just laying on as many special effects, quick-cutting, bumpy camera shots, noise and explosions as possible in order to cover up for the fact he has made an atrocious film. Not bad for a two hundred million dollar spend by the film’s distributors. Perhaps the first film was a directorial fluke; Bay was able to create very cool, fun action sequences that had dramatic focus, not just within the sequences themselves but in the overall story while clearly differentiating between each of the Transformer characters. The comedy worked as well. It almost seemed Bay had progressed as a filmmaker. In the first film you really felt the titanic nature of the battle scenes between the robots giving you the very satisfying “that’s so cool” feeling. In this sequel, not only has the titanic nature of the battle scenes disappeared, there is so much action going on that not only can you not tell which robots are fighting who half the time but it becomes all too noisy and undramatic, leaving you with nothing but a headache. However, Bay manages to top all of this with a number of other ill-advised touches. The film has numerous sexist and misogynistic jokes that are down-right offensive, done with so much bad taste that even an easy-going audience will take exception to them. There are also some racist touches as well, with some of the robots developing heavy ethnic accents with Bay then portraying them as dumb characters. How can an advanced robot be dumb anyway? The absolutely ridiculous treatment of Sam’s mother is embarrassing to watch, between seeing her go nuts after eating a clump of weed or trying to break up her two dogs from humping each other (twice I might add!). The moment where John Turturro takes off his pants to show a close-up of his ass is absolutely woeful and embarrassing for everyone. And of course, Bay could not help being self-referential with a “Bad Boys II” poster blatantly pictured in one sequence. Despite there being three writers on this film, you would be hard pressed to find anything that could have been based on a written script here. This is Michael Bay on steroids and is entirely all his making; an absolute travesty of a film that should be avoided at all costs.