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This review contains spoilers for "Transformers: Revenge of the Fallen."

I have never been a fan of the Transformers.

As a child of the 1980s, I followed several of the most popular cartoons of the decade, including “Masters of the Universe” and “Teenage Mutant Ninja Turtles.” However, I had only a vague familiarity with Optimus Prime and his robotic pals until the 2007 release of Michael Bay’s big-screen adaptation of "Transformers."

Although I found that film numbing and dull, I decided to give the sequel a chance, hoping that Bay would improve upon the mythology he had established. Big mistake.

"Transformers: Revenge of the Fallen" picks up two years after Optimus defeated his arch-nemesis Megatron, leader of the evil Decepticons. Optimus (voiced by Peter Cullen) and the other Autobots now lead a secret group of U.S. soldiers as they hunt down the remaining Decepticons. Elsewhere, Megatron (voiced by "The Matrix's" Hugo Weaving) is revived and begins a plan to free an ancient evil known only as The Fallen.

Meanwhile, Sam Witwicky (again played by Shia LaBeouf), the Autobots’ human ally, is heading off for college, putting his relationship with girlfriend Mikaela (the lovely Megan Fox) in jeopardy. Of course, Sam’s plans go awry, and he finds himself again caught up in the continuing war between the Autobots and the Decepticons.

The first 45 minutes of the film are tolerable enough, as the plot begins to take shape. However, the film soon devolves into a convoluted mess, running out of gas with another 90 minutes of runtime remaining. The fault here lies with the film’s dreadful screenplay, which largely augments the flaws of the first film. It’s hard to believe it was written by the same men responsible for this summer’s smart and exhilarating "Star Trek," which still stands as the sharpest thrill ride of the summer and one of the best films of the year.

Sadly, it’s not much of a surprise that "Revenge of the Fallen" is a disappointing film. Bay’s first two directorial efforts, 1995’s "Bad Boys" and 1996’s "The Rock," were fun action films, but his movies have gotten progressively duller since then. With "Revenge of the Fallen," his career reaches an all-time low, however. Sacrificing a credible story and memorable characters for lame attempts at comedy and expensive – yet unsatisfying – action set pieces, the film is literally painful to sit through.

What Worked

For male fans, "Revenge of the Fallen" has one obvious thing going for it: Megan Fox. As in the first film, Bay takes full advantage of Fox’s natural beauty, killer smile and desirable physique. Her performance in the film still leaves much to be desired, however, but her character does help hold viewers’ attention, if only for the most primal of reasons.

The only other characters that manage to make any kind of positive impression are Optimus and Bumblebee, the Autobot deemed Sam’s guardian in the first film. Cullen again provides the voice of Optimus, lending the character the majesty befitting the fearless leader of the Autobots, and Bumblebee speaks through his radio, as in the first film, making for the few genuine laughs in the film.

What Didn't Work

However, both Optimus and Bumblebee are absent for much of the film, replaced with new, less interesting Transformers.

Even worse, these new additions exist for the sole purpose of infusing the film with childish, inane humor that makes Jar Jar Binks look like a comic genius of Charlie Chaplin-level proportions. In fact, "Revenge of the Fallen" is constantly barraging viewers with lame attempts at humor, in the shape of jive-talking robots, a stammering LeBeouf or a high middle-aged woman wandering aimlessly through a college campus.

Most of the performances in the film are fueled by a bizarre manic energy totally out of place in a film wherein the fate of the world is at stake. Rather, it comes off as if the cast is desperate to keep the audience’s attention.

John Turturro in particular squanders his comedic skill in a wired reprise as Agent Simmons, who was cast out of his government job after the events of the first film.

Fans of the "Transformers" films claim that they see the movies for the action, not the plot. But without a compelling story and characters we can root for, the action sequences are lifeless and uninteresting.

Although the film is technically impressive, "Revenge of the Fallen" fails to connect viewers to the computerized wizardry on-screen. No matter how much focus is spent on battles between the various Transformers, after a while it all just seems like a flashy version of Rock ‘Em, Sock ‘Em Robots.

With its frenetic action sequences and over-the-top performances, "Revenge of the Fallen" can’t seem to decide if it wants to be taken seriously or not. Although he has been helming films for nearly 15 years, Bay throws everything he can think of on-screen, like an amateur hoping that no one will notice the film’s flaws if he keeps their eyes busy. However, despite his efforts at distracting from the film’s plot holes and inconsistent logic, "Revenge of the Fallen" is little more than a pile of scrap parts in search of a cohesive film.

Giving Credit Where Credit Is Due

"Transformers: Revenge of the Fallen" stars Shia LeBeouf, Megan Fox, Josh Duhamel, Tyrese Gibson and John Turturro. It was directed by Michael Bay and written by Ehren Kruger, Roberto Orci and Alex Kurtzman.

"Transformers: Revenge of the Fallen" is in theaters now.