Thanks to fellow fan Donnelly Shah (aka Galvatron1) of the Transformers NYC Meetup Group, I was able to see an advance screening of "Revenge of the Fallen" last night. Check out his Meetup group and Facebook page if you'd like to meet and hang out with fellow Transformers fans online or in the New York City area! Thanks Donnelly! Warning: there will be spoilers sprinkled throughout this review! Consider yourself warned.

"Revenge of the Fallen" opens with Optimus Prime narrating an ancient tale, one where we learn that Transformers visited Earth ages ago. These Transformers are very alien in design, looking more like skeletal warriors with elaborate head dresses than the robots we have come to know. Their visit long predates Megatron's crashing to our world, and that set up adds a whole new layer to the story of the Movie-verse Transformers. In 17,000 B.C., the Transformers set up a energy collection device that would destroy a sun to convert its energy into Energon, the energy source of Transformers. However, the "Seven Primes" had a rule: no planet with life could be destroyed. However, one rebelled and became known as "The Fallen". He was defeated and the plan foiled, but now thousands of years later this ancient threat has returned and it is up to the human/Autobot alliance to stop it.

The Bad
"Revenge" is a bipolar movie. I'm coming into this flick still glowing from Orci and Kurtzman's excellent work on "Star Trek" (one of my other beloved childhood franchises) and I had high hopes for this tale. After hearing them talk at Botcon and reading interviews with them, I know they had researched Transformers history down to the level of Marvel Comic books, something that not every Hollywood writer would bother doing. I also know the care they approached "Star Trek" with, so I was confident in their ability to deliver a fun tale. Writer Ehren Kruger was an unknown to me, but a quick imdb.com search reveals that he has worked on films such as "Blood and Chocolate", "Scream 3" and "The Ring". Of those movies, "The Ring" is the only one I saw and I enjoyed it, so there's a bit of confidence added on. My one point of trepidation? Michael Bay.

I'm not a "Bay-hater" as I like to call them. The man does a fantastic job at very specific types of films, and there is no doubt that his visual style has earned quite a bit at the box office over the years. However, just because you can direct, it doesn't mean you should write (and vice versa). I find this true with Bay. In the first "Transformers" movie, there were many elements that I loved, and some that I didn't - which I'm sure had something to do with Bay's influence including potty humor jokes such as Bumblebee "peeing" on Simmons.

Knowing this, I went in with a dim awareness that this movie would be of two minds. One juvenile and the other mature, I just prayed that a happy medium would be struck between the two. Sadly, that happy medium was not reached. There are some really cool ideas in "Revenge of the Fallen", and its core story as described above is a solid one. Unfortunately, the film is undermined by a horrific series of gags that simply do not work. There are some other problems with the film as well, but they are overshadowed by that one element.

Now let me pause here for a second and say that I enjoyed "Revenge of the Fallen". It was a fun film and I will be seeing it again in IMAX and then again many times after that for the fun of it. However, that doesn't mean it is not without its failings, and I think it's only fair to bring them up.

To give you an example of the type of arc that brings this movie down several notches, let's look at the story of Wheelie. Disguised as a toy truck, Wheelie is sent to steal a fragment of the Allspark from Mikaela. She stops him and as he tags along with our human heroes, he slowly realizes that he doesn't have to work for the Decepticons and has a choice. It's a really nice character development that I enjoyed. Despite his cursing and bravado, you actually feel something for the character. So what does he do in his last major scene? He humps Mikaela's leg like a dog. I'm not speaking metaphorically, I'm being graphically descriptive. Worse? She doesn't stop him but is amused by the little robot acting like a dog. That one scene just wrecked the integrity of the character's development and really felt wrong.

The problem is, this is not an isolated event. The movie is littered with scenes or moments that constantly take you out of the movie. The world is about to come to an end, Devastator is crawling up a pyramid, revealing the destructive device at the story's core only to reveal two large metal balls in between his legs. When Bumblebee gets upset at a girl in Sam's car, she gets splashed with some unidentifiable fluid from the dashboard. As Jetfire is introducing himself and setting up his character, he "farts" out a parachute (thank goodness there's more to the character than that gag). Taken as individual occurences, these aren't horrible scenes, but when they keep coming every twenty minutes or so (and at dramatic moments at times), they detract from the credibility of the story.

The other problem with the movie is one the first movie suffered from as well. It's summed up best by what two of my friends (who are not hardcore fans) said when the lights came up. "I liked it a lot but I really wish they told us the names of some of those characters." Near as I can tell, only a select few characters were called by name. Except for Rampage and Devastator for instance, I don't think any of the Constructicons were named. Ravage was heavily featured in two scenes, but never gets named. Since Soundwave "ejects" Ravage into Earth, would it have been so hard for him to just do a G1 nod and say "Ravage, eject, operation "? Little touches like that add a lot to a movie that is packed to the gills with characters. You only get seconds to make an impression with this many characters, and giving such a prominantly featured character a name or some lines should take priority over a robot humping a girl's leg. The problem is, except for certain characters, the robots were largely treated as set pieces and cannon fodder. While I really dig the idea of the humans and Autobots working together, they were featured far too prominantly in my opinion.

The Good
Okay, so I'm doing this a bit out of order, but I felt I needed to get everything above off my chest before continuing on with this review. What worked with this movie? As I stated above, the core story of the Sun harvester and The Fallen's return to Earth were very compelling. I'm a fan of movies/series like "Stargate" or "Star Trek" that have toyed with the idea of aliens coming to Earth and being seen as "Gods" to the ancients. I think it's a fun scifi concept to play with, and I have enjoyed it when Transformers has used it as a plot device before (the UK "Man of Iron" series from G1 comes to mind).

With regards to the alliance with the humans, I always felt that this was the natural progression for the autobots on Earth. G1 had the E.D.C. and in various mini-series the Transformers found themselves teaming up with G.I. Joe. Considering the dangerous threat the Decepticons represent, I would have been shocked if they had not created a force like NEST to combat them. I appreciated the loyalty Lennox and Epps showed the Autobots, treating them more like fellow soldiers than a means to an end.

As an old school Transformers fan, I enjoy it whenever a modern day take on the franchise takes some time to pay homage to what came before. By the end of the movie I was amazed at how many elements right out of G1 (and other generations) came into play in this film. These included:

• Pretenders
• The Matrix of Leadership
• Scraplets (the "ball" creatures Ravage released were reminscent of the little buggers)
• Insecticons
• Combiners
• The concept of "twin brother" Transformers.
• The Fallen
• A legacy of "Primes"
• Techno-organic Transformers
• Triple changers

These elements all really stood out, and it shows that the writers mined a lot of ideas that the general audience may not be familiar with and offered them up in a modern way. While I had issues with how the scenes were written (the pacing seemed off), I enjoyed the concept of using "Alice" to infiltrate the college campus to get to Sam. It really emphasizes the "deception" aspect of the Decepticons and also shows that Transformers technology can be adapted to create techno-organics even in this universe.

Perhaps the most powerful use of a G1 concept in this film is the mighty Devastator. I enjoyed the idea of using the Constructicons not as just one sub-group, but rather as a "product line" of Transformers who could be duplicated in body form over and over. Of course, the combination was the most critical aspect. I loved the use of the familiar bulldog hood ornament with a Decepticon symbol for a head on Mixmaster. You want to do humor? That is how you do it. Subtle, with a nod to something that is going on in the scene. The entire sequence leading up to Devastator's combination had my heart racing and when the combination actually took place it was absolutely stunning. Instead of parts neatly stacking on top of each other, it looked like each vehicle was consumed and then made a part of a larger whole, which fits in character with the concept of Transformers who take what they want no matter the cost. While looking nothing like his G1 counterpart, this Devastator was still a terrifying creature whose size was daunting.

Other concepts I enjoyed where the use of triple changing, especially with Mixmaster's artillery mode. I knew the toy could do that, but I had not expected it to be featured so prominantly in the movie. The Scraplets were also cool. At first I felt I was reaching a bit with the Scraplet analogy, but when they fused into one functional unit my opinion was solidifed as the G1 Scraplets did the same thing.

Visually, this movie is an absolute treat. I noticed that almost all the shots of the robots were now done in daylight, as opposed to the first film where most of the robot scenes were done in darkness. Daylight allowed us to see more details and clearer images of each character, and considering how neat a lot of their designs were, that was a treat. I also love the color palette of characters, which was much richer this time than in previous films. The Decepticons were kind of plain for the most part, but the Autobots were a virtual rainbow of colors from Arcee's pink to Bumblebee's yellow.

The action scenes were brutal in this movie. One of my favorite scenes from the first movie is Optimus Prime slicing Bonecrusher's head off, and this movie just takes that style of fighting and amps it up. Optimus' fight in the forest felt very much like the live action version of Prime's final fight in the 1986 film where he took on several Decepticons by himself. It was both a fantastic character beat, showing his pure resolve and bravery while also showcasing some really amazing CGI. Sideswipe's take-down of Sideways was beautifully rendered and dynamic (and it helps that the character has an awesome design). The other scene which blew me away was Bumblebee fighting Rampage and Ravage in the desert. Every movement looked natural and the shaky cam actualy stopped just enough for us to see Bumblebee triumph over both his enemies. I really wish Bay did more of that than the jittery camera thing that is so "en vogue" among action movies now.

One thing I will say for this film is that no one "phoned it in". Everyone's performance was strong. I thought Shia did a great job of grounding the film. He was no longer the blabbering kid caught in the crossfire of a war. This time he took charge when he had to and once he determined his mission, he saw it through to the end. I love Sam's parents, and as unpopular of an opinion as that may be, they really do make me laugh. John Turturro is a really underutilized actor in general, and I love seeing roles where he's allowed to be silly since most of what I see him in has him acting rather serious. The voice actors also did a bang up job. Hearing Peter Cullen and Frank Welker as Optimus and Soundwave respectively made the G1 fanboy in me sing with joy (internally) while I thought Charlie Adler really tried to lean his Starscream voice more towards Chris Latta's G1 portrayal this time around.

The Ugly
Mudflap and Skids' head designs. Good god. They look like cybernetic versions of Gremlins...with a gold tooth to boot on one. I mean, really? Someone thought this was a good idea? What really makes me sad is that their actual body designs are really neat. The big arm, the cannon on their right arms and their bulky forms look like rough and tough brawler forms, but the head sculpts just mess up the whole aesthetic so badly I couldn't take them seriously for most of the movie. Thank goodness they redeemed their characters by showing the bravery to take on Devastator on their own. I give them credit for that, but man, it amazes me that the folks who gave us cool designs like Brawl and Bumblebee designed those heads.

Final Thoughts:
I know I started this review out in a very negative fashion, andnI stand by everything I've written above. However, I would never say that this film is not worth seeing. This is a fun romp through the Transformers universe, and the action is outstanding. The things that work in this movie are spectacular, the things that don't are unfortunately, equally spectacular. "Revenge of the Fallen" delivers on awesome visuals, masterful effects work and escalating the scope of the Transformers movie-universe, but at the same time it suffers from little to no characterization for the most part and overutilization of gags. I would love to give this movie say, four out of five stars, but then I think about stuff like Wheelie humping Mikaela's legs and Devastator balls and I have to knock it back down to a three.