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"Transformers: Revenge of the Fallen" is bigger, louder and longer than the 2007 original, but it's not necessarily better. It's not that the action doesn't kick ass (it certainly does), it's that the story doesn't hold together very well and a bit of the novelty has worn off. That said, the movie is an absolute blast to watch.

To be sure, there's not much brain here. The story, written by Roberto Orci, Alex Kurtzman (both of whom worked on this summer's "Star Trek") and Ehren Kruger, is a jumbled mass of plot ideas loosely thrown together in a vain attempt to give meaning to robot fighting. Soldiers Lennox (Josh Duhamel) and Epps (Tyrese Gibson) now lead a government project called NEST, an alliance with Optimus Prime (voice of Peter Cullen) and the Autobots to keep the world safe from the Decepticons.

Lovebirds Sam (LaBeouf) and Mikaela (Megan Fox) are bracing for Sam's departure to college when a small cube takes hold of his mind and makes him see unusual ancient symbols. It turns out Sam is the key to the return of Megatron's (voice of Hugo Weaving) master, The Fallen (voice of Tony Todd). On the run, Sam seeks help from Agent Simmons, played by John Turturro with a manic intensity that's one of the best parts of the movie.

But I'm ahead of myself. By this point we've met Sam's roommate (Ramon Rodriguez), Megatron has been resurrected, Sam has escaped from a gorgeous Decepticon (Isabel Lucas), numerous new Autobots and Decepticons have been introduced, Sam's parents (Kevin Dunn and Julie White) have embarrassed themselves, and Mikaela has reasserted her extreme hotness.

There's so much going on in director Michael Bay's film that the story has the attention span of a 5 year-old kid on a sugar rush. But the action is spectacular. It may be the equivalent of watching a computer-generated cartoon, but the attention to detail (note the tires spinning immediately after Optimus transforms) and sound editing are very impressive, as is the rendering of the various transformers and the impact when they do battle.

The reason this movie warrants three stars and a recommendation, whereas a movie like "Terminator: Salvation" was criticized for having too much action and not enough story, is that we actually care about Sam and Mikaela. Their relationship is the heart of the movie, and because Mr. LaBeouf and Mr. Fox make the characters so likeable, Mr. Bay is able to stimulate some emotions that are not part of the adrenaline-rush appeal. It may not be much, but it's something. This, combined with the coolest action scenes you can imagine, allows the movie to be at least a marginal success.

Florida Film Critics Circle and a nationally

syndicated film critic. You can e-mail

him at dan@hudakonhollywood.com and

read more of his work at www.hudakonhollywood.

com.

Did you know?

>>In the movie From the original voice cast of the "Transformers" (1984) animated series, only Peter Cullen (Optimus Prime) and Charles Adler (Starscream) took part in the first film. For the sequel, Frank Welker also reprised his role as the voice(s) of Soundwave and Devastator. Welker has also voiced Megatron in numerous "Transformers" video games.