The Transformers franchise is a rare anomaly when it comes to setting the bar for low expectations. As long as Michael Bay‘s latest robot-mashing creation features just that, in excess, it seems like general audiences are happy. I genuinely got a kick out of the first film, as there was a sense of magic with Sam Witwicky (Shia LaBeouf) discovering these mechanical beings. Theater-goers agreed, as the franchise was firmly established, taking in over $700 million worldwide. Despite a radical divide with critics and audiences, its sequel Revenge of the Fallen fared even better with over $830 million gross. Destined to outpace both, the third and reportedly final entry for Bay and LaBeouf, Transformers: Dark of the Moon, is here with the logical 3D upgrade. Managing to be a mixed bag of high-octane, but fleeting action, this deafening exercise in excess still contains all the ineptitude our blockbuster devotee seems to revel in.

Continuing the revisionist history path (hello, X-Men: First Class), Bay and screenwriter Ehren Kruger (Scream 3, The Ring) recreate the moon landing, while mixing stock NASA footage and some hilariously awkward molds of our past presidents. One of the greatest achievements for mankind involved a secret robot cover-up, surprise! As we speed to present day, Bay makes it clear why he cast Rosie Huntington-Whiteley, opting to introduce her character through a Victoria’s Secret commercial-esque shot of her scantily clad behind. She is LaBeouf’s new girlfriend and actually does a much better job than her kicked-out former shell Megan Fox. She looks just as gorgeous, but is given much more to do. And can (gasp!) actually act.

As we learn Witwicky’s involvement with previously saving the world (twice, a fact he repeatedly reminds everyone) has been covered up by the government, he is feeling down-and-out with no luck finding a job. This leads him to a big interview with Bruce Brazos (a spray-tanned John Malkovich), in which he lands his first employment as a mailroom boy. Ken Jeong, continuing his comedic supporting role rise, plays Jerry “Deep” Wang, an irksome co-worker who is involved in this alien conspiracy. The five-minute section he occupies in the film is one of the many odd tonal shifts, as Bay insists on inserting his “unique” brand of comedy that appeals to only the most menial demographic. Through a Decepticon attack triggered by Jeong, LaBeouf realizes he can matter again, and so begins our adventure.

Unfortunately, this takes an hour and 20 minutes to establish with the lead-up being more or  less a colossal waste. It’s depressing to get to the huge action set pieces and realize you could have walked in at that exact moment and had a better all-around experience. There is highway robot battle reminiscent of the first film, and the thrilling one found in Bad Boys II, but the true spectacle is an all-out annihilation on the city of Chicago. For those that came to see robots smash each other, it is here is spades, but Bay tirelessly repeats similar situations to little effect. The use of the 3D, thankfully, causes the director to pull back slightly and get a broader frame, but it in no way improves his ability to conceive action that can be engaging.

The exception is a single scene in which humans are the focus. You’ve seen it in the trailers, but Bay uses one of his Decepticons to snake around a skyscraper, crushing it in two and causing it to topple. It is the only action in the film where we taken into the character’s point of the view and therefore producing a relatable experience. I was thrilled and it only made me more disappointed seeing where Bay can excel, but so fails to do in the rest. Despite my qualms, the 3D is truly fantastic. With most of the other blockbusters using the format, I was never once distracted by the increased depth. It actually enhanced the experience, adding another layer to ILM’s intricate work. While Avatar showed James Cameron can create a living CGI environment through the technology, Bay takes it a step further by bringing these creations into the real world and pulling it off effortlessly.

But as the action ripples, its effect drastically lessens. The best in the genre (Die Hard, The Matrix, Terminator 2, Raiders of the Lost Ark, etc.) are held at such high regard because they deliver infinitely repeatable thrills with stakes, motivation, and a lasting impression. Bay opts for overload, and “more is less” has never been so clear. When it comes to Steve Jablonsky‘s score, it is so inherently copied from Hans Zimmer‘s increasingly iconic Inception theme that I couldn’t help from being completely distracted anytime I heard the BRWWAAAHH! BRWWAAAHH! BRWWAAAHH! and then the nearly identical swelling chords.

I find it difficult to recommend Transformers: Dark of the Moon. There are specific shots and a few scenes that will have you thrilled, but to slog through the rest of the film is an endurance test nearly harkening back to its ugly predecessor. Like that film and the first entry, audiences will clearly line up in droves and I have no doubt this will cross the increasingly less impressive $1 billion box office mark. My last hope is Bay and LaBeouf actually do step away from this franchise as promised, and it dies along with them.

Grade: C-

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