Transformers: Revenge of the Fallen *

Overlong and overblown, the second Transformers movie delivers the battles and special effects that fans love, and satisfies at least on that level. "Transformers 2" picks up with Sam Witwicky (Shia LeBeouf) and girlfriend Mikaela Banes (the dewey Megan Fox) as Sam prepares to go cross-country to college. Alas, Sam's college career lasts all of two days as the Decepticons plot to capture him after he inadvertendly absorbs arcane Transformer lore and science.

Optimus Prime is called upon to lead an international force to fight Megatron and the Fallen and rescue Sam. There are complications along the way, of course, and everyone ends up either in the Gulf of Aden, southern Egypt, or the pyramids, which all somehow seem to have merged into the same place in a final extended, confused, and chaotic battle sequence that sorely tries one's tolerance for sand and smashing antiquities, not to mention the re-reappearance of Mom and Dad.

Josh Duhamel is suitably decorative as Major Lennox, who goes with his feelings and "trusts" Sam even though he is overruling the direct representative of the commander-in-chief. Ramon Rodriguez adds welcome color and contrast as Sam's Internet-savvy and Transformer-obsessed conspiracy buff college roommate. Attempts at humor with two slap-happy, jive-talking Transformers are embarrassing.

But any time the plot falters or we're tempted to wonder why an ancient race of space-faring robots would look just like a Camaro, a battle erupts. It's too bad Michael Bay lost the sense of discovery, wonder, and humor from his first "Transformers," and fell back on story gestures that fail to connect to each other, or to us, in the second.

Rated PG-13. 150 minutes. Michael Bay - Director, Ehren Kruger - Writer, Roberto Orci - Writer, Alex Kurtzman - Writer, Ian Bryce - Producer, Tom DeSanto - Producer, Lorenzo di Bonaventura - Producer, Don Murphy - Producer, Ben Seresin - Cinematographer, Steve Jablonsky - Composer, Nigel Phelps - Production Designer, Roger Barton - Editor, Thomas A. Muldoon - Editor, Joel Negron - Editor, Paul Rubell - Editor. Produced by Dreamsworks SKG and Paramount Pictures. Distributed in the U.S. by Dreamsworks SKG.

Principal actors: Shia LaBeouf, Megan Fox, Josh Duhamel, Tyrese Gibson, Kevin Dunn, Julie White, John Benjamin Hickey, and John Turturro.