Before I start this review, I will say I liked the first (Micheal Bay) movie. Sure it had its flaws, but it was a fun movie and it was one of the better cartoon-to-movie films.

Revenge of the Fallen met my expectations and then some, it was a significant improvement over the first movie. Sadly, critics don't think the same way.

The film's plot is very simple: Optimus Prime and the other Autobots form a military organization with the troops from the first film and take out Decepticons. Apparently, the government thinks people are blind or retarded, because they SOMEHOW cover-up big robots fighting. Anyway, an Advisor thinks the reason why Decepticons are still attacking are because the Autobots are still here. They agree to leave, but they warn them, saying a Decepticon gave a message saying "The Fallen will rise".

Meanwhile, Sam gets ready to go to college...And that's about it for the human story. Its pretty sad when that's the most interesting part of the (human) story.

First thing's first, I'll go through all the negatives I had with this movie so it doesn't look like I'm COMPLETELY kissing this movie's ass. I thought there were WAY TOO MANY crude jokes in the movie. A lot of it I really thought were unnecessary. Was the scene where the dogs are fucking each other really necessary? Was Devastator's "balls" really needed? Was the scene where Sam's mom eats hash brownies needed? No, they weren't. Which leads me to my next problem: It was a bit too long. I understand two-and-a-half-hours are starting to become the standard length for movies these days, but a lot of the scenes kinda dragged it along, and perhaps the movie would have been a LITTLE shorter without them.

Actually, there was one scene that I assume was cut out (I know its in the novelization), that showed how the Pretender (the human Transformer) scanned a theme park animatronic and that's how she's human. I think that scene is a little more important (and better) to the plot than a few sex jokes. And I think if Micheal Bay knew how much people would have complained about the Pretender, he would have kept that in there.

I also don't like how a lot of the Transformers only had a few minutes of screen time and only two lines at the most. Characters like Arcee and Sideswipe were really cool, but they got little screen time. The Fallen was a decent villain (Megatron kinda stole the show, but whatever), but for a title character, he has little screen time. And when he was on-screen, he really didn't do anything, maybe teleported a few times, but that's about it. AND SOUNDWAVE BARELY DID ANYTHING! Perhaps it would be best (for the third movie) to have fewer characters so they can flesh them out more.

...Oh, and Megan Fox can't act. She's not ugly, but she can't act to save her life.

Alright, now time to give this movie the credit it deserves. The action scenes were top-notch. They were fucking awesome. This is what I don't understand with critics, you complain in the first movie about not enough action. Then you complain in this movie about TOO MUCH ACTION? The same critics who complained about the action scenes in this movie are probably the same people who didn't mention those god-awful up-close-and-too-personal camera shots in Batman Begins. I don't think its too much to ask for them to be consistent.

The humans were hit-and-miss most of the time. Sure the movie could do without them most of the time, but I will say they are much better than in the first. And they don't consume screen time like in the last one. The troops were pretty good, I didn't mind them. Sam, though a lot of people hate him, I actually didn't mind him. I thought he was pretty tolerable for the most part. Everyone else sucked.

The Transformers themselves were spot-on. Characters were very faithful to the Transformers mythos. And that mostly has to deal with classic voice-actors returning to voice (most of) the characters. I have to say, a lot of the jokes from them were actually funny. Skid and Mudflaps were actually kinda funny. Main complaint about these characters are that they are "racist". Really? Because I thought they were parodying rednecks. Sure they do use slang that not even wiggers use anymore, but they still were OK (though I will admit they can old). Wheelie was alright, but the scene where he humps Mikaela's leg was a bit too much. Still don't understand why they chose to keep Bumblebee's communication to be the radio, but its forgivable, nothing too big.

A lot of the critics problems were the "human Transformers" and the "baby Transformers". First of all, the "Pretenders" and the "Protoforms" are apart of the Transformers mythos. Its not like Micheal Bay pulled some random stupid shit out of his ass and put it in the film, he's actually staying faithful. Some complaints are just nitpicking, who cares how Jetfire grew a beard and why he's old (well, he was around for a long time). Sometimes, who just have to roll with it. Not every little detail has to be explained. That's like complaining that Toy Story never explains how the toys come to life. Just shut up and enjoy the show.

Much like the first film, it isn't perfect. As I said before, it does have a handful of flaws. But its still a good movie that's worth checking out.

Final Verdict: Go Watch It