If anything good came out of physically enduring 2007's vacant, rhythmless "Transformers" and 2009's even worse, just plain embarrassing "Transformers: Revenge of the Fallen," it was the pleasure with which I got to rip them apart and seek my own personal brand of vengeance for sucking away untold brain cells and two-and-a-half hours apiece of my life. Michael Bay's adaptations of the Hasbro toy line and subsequent cartoon series were symbolic of the worst to be found in modern-day Hollywood moviemaking, wasting hundreds upon hundreds of millions of dollars on empty, utterly soulless products that used—and criminally misused—admittedly top-notch special effects to service a tedious, choppy, incomprehensible bombast of pitiful comic relief, shameful stereotypes, and thoroughly amateurish action set-pieces. Akin to a lot of crunching metal flying around on the screen, the films were vacant of one's emotional investment and held not a solitary second of actual wonder, awe or tension. The sad fact is that, regardless of the script or project in question, Bay is not a particularly good director. He can light the heck out of a sunset and knows where his pyrotechnics experts are at all times, but he typically hasn't a clue how to appropriately choreograph and cut action or give audiences a reason to care about his usually plastic characters.

Michael Bay's natural ineptitude is what ultimately hurts "Transformers: Dark of the Moon" over the long haul (and at 154 minutes, it is long), but here's the kicker: this third installment is far and away superior to the previous two, to the point where, at times, it's actually kind of involving. Bay has apparently listened to his naysayers' complaints (and let's face it, who wasn't a naysayer of "Transformers: Revenge of the Fallen?") and has gone out of his way to correct some of the cardinal sins he's previously committed upon cinema. The plot doesn't always make perfect sense, but the screenplay by Ehren Kruger (2007's "Blood and Chocolate") tells it well and allows the narrative to develop with rising momentum. The action is notably more cohesive. Bay's shots are longer, allowing one to drink in the images rather than be bombarded with random flashes of chaos and fury. Even the struggles of the main characters (human and alien) are treated with a semblance of dramatic weight. All of this is a surefire step in the right direction, and there is suddenly, to much surprise, some newfound hope that a fourth try on Bay's part might finally buy him a good movie in the "Transformers" franchise. Once he learns when enough's enough, his movies will be altogether better for it.

In a prologue that revises the history of the 1960s' space race and NASA's first moon landing, it is revealed that our mission was not for mere exploratory purposes, but to secretly investigate a crashed alien ship sitting in the dark of its surface. Unbeknownst to them, on board is an Autobot technology with the power to help the metallic shape-shifters win the war against their evil Decepticon adversaries. Switch forward to the present day, the Autobots live amongst the people of Earth, posing as transportation vehicles and electronic equipment while assisting the government in human conflict. They know all too well that the day will come when their own personal enemies return, but what they can't guess is how cataclysmic the decision will be to unearth the body of elder leader Sentinel Prime (voiced by Leonard Nimoy) from the moon wreckage and resurrect him. Also getting involved in the extraterrestrial fight for world peace is, once again, Sam Witwicky (Shia LaBeouf), struggling to find his first post-collegiate job whilst pining away for his glory days of butt-kicking and planet-saving.

"Transformers: Dark of the Moon" sounds silly from the above premise—and it is—but one has to know going in that a popcorn movie about warring alien robots probably isn't going to be the poster child for "Sophie's Choice"-like realism. Choosing to go with the flow, then, is a wise decision. For quite a long time, it even appears as if director Michael Bay has defied the odds. The opening sequence revolving around the undercover details of Apollo 11 is effectively crafted and the ensuing ninety minutes of setup go by with relative ease considering not much happens in the way of action. By slowing things down and taking his time, Bay manages to build up his characters and the world they live in before all hell breaks loose. In addition, Bay consciously has done away with his ADD-prone hyper-editing style in preference of longer articulate shots. This blesses the proceedings with a legitimacy and scope that the last two series entries could not lay claim to.

By the time the extended climax arrives detailing the invading Decepticons' near-apocalyptic destruction of downtown Chicago (Why Chicago, you ask? Why not?), the viewer is ready for a grand payoff. In one key sequence involving Sam, girlfriend Carly (Rosie Huntington-Whiteley), and retired soldier Epps (Tyrese Gibson) trapped in a collapsing skyscraper, Bay achieves what has eluded him all along: an honest-to-goodness spectacular action set-piece that builds real, cling-to-your-armrest-level suspense and excitement. For a solid five-minute span, the movie borders on brilliant, perilous moments of sliding down the outside of a building and swinging from death-defying heights enough to warrant gasps of apprehension and delight. Had Bay been able to keep this high velocity up for the remainder of its running time, the picture's clunky dialogue and more egregious flaws might have been overlooked. Instead, the third act doesn't know when to quit; it goes on and on, growing more repetitive by the minute as the battles and explosions become staler and less inspired. Eventually, they start blending together in a crunching, impersonal wave of too much of a good thing. Tighter and leaner are always, bar none, the ways to go in the action genre. Get stuck with too much excess fat, and it'll stop a film's pacing right in its tracks.

Per the norm, Shia LaBeouf (2010's "Wall Street: Money Never Sleeps") is solid in the face of insubstantial material. His role as Sam Witwicky doesn't provide him very much room to grow, but LaBeouf plays it with all the valiant conviction he can muster. With Megan Fox on sabbatical, Victoria's Secret supermodel-turned-actress Rosie Huntington-Whiteley impresses a great deal as Sam's new girlfriend Carly. Whereas Fox was cold and distant, Huntington-Whiteley more closely approximates the emotions of a human being. She's also given the chance to be sweet, smart, understanding, and comfortable with attention without seeming conceited. If she can do so much with such a stock part, Huntington-Whiteley might have a bright future in film yet. The rest of the cast are a mixed bag in thankless roles. Josh Duhamel (2010's "Life as We Know It") and Tyrese Gibson (2011's "Fast Five") finally individualize themselves by not having to act all their scenes standing next to each other. John Malkovich (2010's "Secretariat"), showing up as Sam's new supervisor Bruce Brazos, looks to have agreed to appear only after getting brain damage from staying in a tanning booth too long. Frances McDormand (2008's "Burn After Reading"), as no-nonsense National Intelligence Director Mearing, and Patrick Dempsey (2010's "Valentine's Day"), as Carly's slick, sleazy boss Dylan, do what they can, but must be in it primarily for the paycheck. Finally, Ken Jeong (2011's "The Hangover Part II") is intensely annoying and never funny, thankfully in and out quickly as an excitable co-worker of Sam's. His exit isn't fast enough.

"Transformers: Dark of the Moon" is an overall miss that hits on occasion. The jangling steel robot balls and racially insensitive duo of Skids and Mudflap from "Transformers: Revenge of the Fallen" are nowhere in sight, but taking their place are Sam's two small, wisecracking Autobot pets Wheelie (Tom Kenny) and Brains (Reno Wilson). These two are as insufferable as a baby hysterically crying into a person's ear. Though Michael Bay has made a lot of leeway in the conception of his money shots—there is a stupendous one at around the one-hour mark set during a highway chase—he still tends to shoot his subjects too closely to understand at all times the spatiality of what's going on. Reeled back but also not gone is his soppy, tried-and-true jingoistic flourishes. It wouldn't be a Bay picture without them. For all its shortcomings, let it be known that "Transformers: Dark of the Moon" could have been worse. Much, more worse. A scene set at a space shuttle launch wields a majesty not frequently seen, and in this one, at last, it seems as if lives are in imminent authentic danger. But why, oh, why must it overstay its welcome to such overblown lengths? Thrilling, then deflating, the film bores just when it should be taking itself to the next level. Concluding on an especially shrug-worthy note, "Transformers: Dark of the Moon" cannot be recommended when all is said and done. Considering how much more disastrous it could have been, however, this is one instance where two stars is almost something to celebrate.