SPOILERS ARE CONTAINED IN THIS REVIEW.

So my co-reviewer Meg Vick really liked “Transformers: Revenge of the Fallen.” Like, really, really liked it. To the point that she told me there were tears of joy streaming out of her eyes during it.

Maybe it was because she saw the film in its theatrical release, and I saw it in IMAX. But if there were any tears streaming out of my eyes, it was from pain and eye exhaustion.

Michael Bay likes big, blockbuster action movies, that much is clear. Headlining hotty Megan Fox has said in numerous interviews that, in Michael Bay films, it’s not about the acting; it’s about the running and screaming. Problem is, that’s all “Revenge of the Fallen” is.

In Bay’s 2007 “Transformers” the robots were secondary to the stories of the people. Through Shia LaBeouf’s charisma and the eyes of the wide array of humans, it was easy for audiences unfamiliar with the idea of “Transformers” to become acquainted with the premise.

With “Revenge of the Fallen” which picks up a bit after the events of “Transformers” not only are two main (and fun) characters from the first film (played by Rachel Taylor and Anthony Anderson) inexplicably nowhere to be seen, but military studs Josh Duhamel and Tyrese Gibson only begin to play a major role in the film at its end.

To replace them is Sam Witwicky’s (Shia LaBeouf) conspiracy-theory happy roommate Leo, played by Ramon Rodriguez. The returning cast members respond to “Revenge of the Fallen” like returning fans of the first film; they have the basic premise, but are still a bit confused. Newcomers to the franchise can relate more to Leo: clueless and running around screaming, “What is going on!”

If “Revenge of the Fallen” skimped on the humans, it can be said it made up for it with the robots. The first film featured about 10 to 20 robots, most named during the course of the film. “Revenge of the Fallen” by comparison, introduces over 40 robots with only 5 carryovers from the first film: Bumblebee, Optimus Prime, Ironhide, Megatron and Starscream.

Among these new robots, only three are at all memorable: Jetfire, Devastator and the Fallen himself. This is enough to put lifetime Transformers fans into a coma of joy, but for those who can’t recognize and name a Transformer by sight, it is unfortunately overwhelming.

What worked for the first “Transformers” was its great combination of snark and action. In “Revenge of the Fallen” Michael Bay has said he has upped everything. But instead of upping everything, he overcompensates. Instead of gradually continuing to introduce film-goers to the idea of “Transformers” like he did in the first, he assumes everyone is familiar and sacrifices plot development for brief interchanges of dialogue to connect massive action scenes. It doesn’t work.

Michael Bay knows how to make a good action scene, that’s a fact. He knows how to make things explode and keep everything high octane. What he doesn’t know is how to edit these great action scenes together. The camera flies back and forth across the screen, splicing between normal widescreen and IMAX shots all the while, which isn’t exciting but dizzying. Tears streaming out of your eyes? It’s because you’re trying too hard to figure out what the hell is going on on screen.

The problem is that the camera work was dizzying throughout the entire film, not just the action shots. Michael Bay’s favorite camera movement is the counter-clockwise 180 degree spin. Sam and Mikaela (Fox) making out? Let’s spin around them. Drama going on in a military hangar? Let’s spin around it. Never is the camera in one place; it’s always moving “" and fast.

What’s worse is that Bay hides his problems editing with the quick camera movement. One of the best scene from “Transformers” is when Optimus Prime transforms for the first time. The camera is steady on him, and if you slow down the rate of the frames when watching it, every little piece can be seen moving to transform the leading Transformer from truck to robot. Don’t expect that in this. Transformations either happen too quickly to be followed or occur behind objects while the camera is once again swooping around.

Despite all this, the movie could still have been salvaged if we cared. Not everyone was a fan of the first “Transformers” but at least it made you care about the characters. With the focus primarily on the robots this time around, it’s hard to care about Sam and Mikaela’s difficulties saying “I love you” to the other while you’re too busy being annoyed by the obnoxious new Autobot twins that have arrived (you don’t want your robots to look like idiots, you want them to look like badasses; come on) or Wheelie, a Decepticon Mikaela caught and has trained as her pet (and humps her leg just like a dog).

Too much was sacrificed in “Revenge of the Fallen” to make the Transformers seem closer to humans (a concept Optimus emphasizes in his opening dialogue) but instead makes them off-key (Bumblebee crying oil is uncomfortable and corny to watch) and too cartoony. Yes, “Transformers” is based off a cartoon, but the films are not meant to be cartoony themselves. They are meant to be big blockbuster action films.

“Revenge of the Fallen” felt carelessly done, and that is its downfall. The continuity was off, the beginning too drawn-out and the plot took too long to kick into gear. Bay seemed too distracted cramming as many explosions and Transformers as he could into the film to be bothered in the editing room. And if anyone can tell me where Wheelie went after Devastator started kicking ass, I’ll pay you $5, because it seemed to me he disappeared right off the face of this movie “" just like my interest.

Too often sequels of successful action movies fall short of their epic predecessor. Many times it leads to third and even fourth movies (“Lethal Weapon” or “Die Hard,” anyone?) which are all enjoyable, but somehow the magic of the original is lost. As a huge fan of the first “Transformers movie,” I was expecting the same enjoyable continuation of a great movie, but I had little hope that the second one could live up to the first one’s standard. Then the impossible happened “" Michael Bay made transforming robot aliens hiding out on Earth even more awesome.

Sequels have a habit of trying to cut and paste the best aspects of the original and then amp them up or distort them just to be refreshing. There’s more action and less story or more characters and plot over development. In the newest installment of “Transformers,” director and producer Michael Bay realized he had a perfect mix the last go round and like an expert producer at the mixing board spread his fingers across all the elements and amped them equally. If you were a fan of the first movie, the second is everything it was, but more.

First: More robots. Having heard Optimus Prime’s call to all Autobots (nice robots) in the last film, new good guys have arrived on Earth to protect it from increasing Decepticon (evil robots) attacks. The most notable being “The Twins” “" the dirty-mouthed robot brothers who spend as much time beating each other up as they do Decepticons but are responsible for a large part of the comic relief. Decepticons also grow in numbers — from evil robot panthers to fembots – and it is safe to say Megatron (think of him as the Darth Vader of evil robots) is no longer the biggest badass in space.

Second: With more robots it is only logical that there should be more robot fights. While there were a few scuffles in the first “Transformers,” the movie cultivated around one huge robot beat down at the end of the film. In the sequel Bay spreads out the carnage, delivering huge explosions and alien ass-kicking in the first five minutes. The Autobots throw down with the Decepticons in a fight parallel to the battle of the first movie halfway through the film and you’re scared thinking they’ve blown the best beat down before we’ve found out why the Decepticons are back in the first place -”" but alas, all robot boxing is just warming up for the final epic battle. The last 45 minutes are robot on robot combat (with a little help from the humans with some shiny new Army toys).

The only thing there is slightly less of in this movie is Optimus Prime (but just in screen time. He does, as hard as it is to imagine, actually get even more badass). Granted he is leader of the Autobots and the protector of human civilization but Bay does an excellent job of showcasing the other robot talents. Both Bumblebee and Iron Hide threw punches that elicited rabid applause from the audience. There’s plenty of Decepticons to take down for every Autobot to show why Prime calls on them to “Roll out!”

It’s not all about robots though -”" the humans really stepped it up in “Revenge of the Fallen.” Josh Duhamel and Tyrese Gibson return as head soldiers of a now elite top secret robot division of the military -”" NEST. John Turturro also reappears in all of his Sector Seven pride and glory to keep everyone laughing, but goes above and beyond to help the anti-evil-robot cause.

The human team is joined by newcomer Romano Rodriguez who plays Sam’s (Shia LaBeouf) new roommate at college, Leo. Obsessed with the “government cover up” of alien invasion, Leo gets swept up in the robot civil war and never fails to amuse with his constant back and forth between chickening out and wanting to take part in the greatest war Earth has ever seen.

That brings us to fourth: more humor. The first movie was riddled with LaBeouf’s natural sarcastic humor and robot jokes but as the danger elevates in Fallen, so do the jokes. Sam’s parents, played by Kevin Dunn and Julie White, are hysterical when dropping their only son off at college (Spoiler alert: hash brownies make everything funnier). It just shows that when it seems the world is going to end the best thing to do is laugh.

SPOILER: Most impressively is that Bay and crew managed to incorporate more story to explain the amplification of everything else. Last time we followed Sam Witwicky and the Autobots in search of “The All Spark” which was the source of power for all of Cybertron -”" the robot home planet.

“Revenge of the Fallen” opens amidst a sneak attack by NEST on the yet another discovered Decepticon and we learn that the number of evil robot attacks has increased significantly over the past year -”" but no one knows why. After finding a shard of All Spark on his shirt the day he leaves for college, the answer becomes embedded in his mind as a series of ancient alien robot symbols. The first half of the movie revolves around Sam trying to figure out what it means -”" while still arguing with him that it isn’t his war — and the second half appropriately trying to prevent Megatron (who is awakened from the sea by his even more evil master) from using Earth’s energy to jump start Cybertron again. END SPOILER

The whole ordeal does a really good job of demonstrating just how strong the robot to human connection has become. Lennox and Epps (Duhamel and Gibson) fight along the Autobots in a camaraderie that feels reminiscent of how real war buddies feel buried in the trenches together. Sam’s connection with Optimus Prime and crew is also strengthened, despite how much he initially tries to distance himself. The robot compassion for the human race comes out in their protectiveness of Sam, adding a deeper human element to their metal shells. You get the sense that there is actually something to them saving Earth rather than just feeling sorry for the human race.

I thought the first “Transformers” was as epic as it could get and no sequel could be made without diminishing at least some of what made the original so awesome. I have now learned that the first “Transformers” was merely an appetizer to the “Revenge of the Fallen”s full meal. And even though all common sense says I should be full, I can’t help but ask”¦when is dessert?