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Transformers 3: Dark of the Moon Our rating: Your rating: 1 2 3 4 Your Comments: see all MPAA rating: PG-13 (for intense prolonged sequences of sci-fi action violence, mayhem and destruction, and for language, some sexuality and innuendo) Genre: Action, Adventure Theater release: June 29, 2011 by Paramount Pictures Directed by: Michael Bay Runtime: 2 hours 34 minutes Cast: Shia LaBeouf (Sam Witwicky), Rosie Huntington-Whiteley (Carly), Josh Duhamel (Lennox), John Turturro (Simmons), Patrick Dempsey (Dylan), Frances McDormand ( Mearing), John Malkovich (Bruce Brazos), Tyrese Gibson (Epps) Related: Talk About It/Family Corner

Transformers 2 was one of the worst reviewed movies of 2009 (so bad some critics are taking a pass on Transformers 3 altogether), but also one of the top grossing movies not just in that year, but in history, setting a handful of box office records. Clearly, an action movie doesn't always need a cogent plot to get some, well, action. But! For those moviegoers who like a little sense to go along with the spectacle, Transformers 3: Dark of the Moon is a rollicking recovery for the series, a trilogy best enjoyed as a kind of live-action cartoon for adults.

Presented in 3-D, the special effects are more conventional in the first few minutes of the movie as the 1960s space race is recast as a reaction to alien contact. Optimus Prime provides narration (sounding like a laconic John Facenda), describing the civil war between the freedom-loving Autobots and the tyrannical Decepticons that led Sentinel Prime, then-leader of the Autobots, to escape his home planet on a secret mission in the hopes of changing the tide of the war. Sentinel Prime's crash on the moon extinguishes all hope for the beleaguered Autobots and they lose their struggle.

Years later we find that a small band of Bots, now led by Optimus Prime, has taken refuge on Earth, living among humans as allies and guardians. But the discovery of the alien wreck on the moon and the machinations of re-emerged Decepticons (led by Megatron) threaten to bring the alien civil war to a new planet.

Shia LaBeouf as Sam Witwicky

Meanwhile, Sam Witwicky (Shia LaBeouf ) is trying to find a job. Our erstwhile hero, a recent Ivy League college graduate and savior of the world twice over, is having a rough time on the job market. Not that you'd know it from the material facts of his life—a posh loft apartment and a smokin' hot British girlfriend who can swing the rent while he's sans paycheck. Okay, there is a beater Datsun played for comical effect, but still.

Previous series hottie Megan Fox was booted from the third film reportedly for comments likening director Michael Bay's on-set demeanor to Hitler. These remarks didn't sit well with producer Steven Spielberg (oh yes, he's been implicated in this series from the beginning), and now we have a new fox named Carly (Rosie Huntington-Whiteley). Meet the new girlfriend, same as the old one. Leggy sexpot with just enough spunk to be (arguably) more than a damsel in distress? Check.

Rosie Huntington-Whiteley as Carly

There is a host of returning supporting characters, including Josh Duhamel as Lennox, John Turturro as Simmons, and Tyrese Gibson as Epps. And to this group some unlikely faces are added. I almost choked on my Diet Coke when Frances McDormand showed up as the National Intelligence Director. She, John Malkovich (as Sam's eventual employer), and Patrick Dempsey (as Carly's suspicious boss) put in excellent supporting performances that do as much as the coherent plot to prove Bay was serious about turning the Transformers around from what even Bay admitted was a disappointing second installment.

It is no great brain tease, but Transformers 3 is a jolt to the adrenal glands. It's a thrilling spectacle, the 3-D providing spatial points of reference that make the robots' transformations more vivid, less mechanized blurs. But watching soldiers don wingsuits and skydive into a besieged Chicago in 3-D is just as impressive. And the snappy dialogue is no mean feat itself. It would be a stretch to say that there are robust characters in these movies, but there are a lot of strong personalities who serve up one-liners with comical aplomb that make laughter one of the movie's best special effects, especially in the context of the looming destruction of the world.

Josh Duhamel as Lennox, Tyrese Gibson as Epps

Still, for the third time, director Bay has taken a product—a toy!—made for 8-year-old boys and turned it into a movie intended for an audience at least twice that age. Take the PG-13 seriously—not just because of a sexy female lead over whom the camera often lingers, but for its mayhem, violence, and language. It's definitely not a movie for 8-year-olds, or even 10 or 12, for that matter.

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