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How it pains me to say this: Transformers: Dark of the Moon isn’t horrible. Director Michael Bay apparently did get the memo, in the form of reviews of Transformers: Revenge of the Fallen that were so hostile they were practically their own art form. Gone: racist robots, head-splitting melées, muddled storytelling, and Megan Fox. In their place: a pair of tiny comic-relief ’bots that are actually kinda funny, boring battles, a clearer plot, and an equally vapid Rosie Huntington-Whiteley. Hey, I didn’t claim this was a masterpiece.

The film begins with some ponderous voiceover detailing how the Autobots and Decepticons (or at least the Autobots, but who can tell?) were once a peaceful race until somebody effed it all up and they had to take refuge on Earth. It has something to do with the 1969 moon landing—Neil Armstrong and Buzz Aldrin apparently found a downed spaceship there—and an Autobot, Sentinal Prime (Leonard Nimoy!), left for dead. Now, the Decepticons want to bring the abandoned planet Cybertron over to ours (er, somehow) so that they too can crash here. The Autobots? They’ll be exiled in space.

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Meanwhile, in the human realm, Autobot-sympathizer and universe-saver Sam Witwicky (Shia LaBeouf) has one diploma, a medal from the president, and no job. He relies on the good graces of wealthy girlfriend Carly (Huntington-Whiteley), who picked him up after Fox’s token T&A dumped him. But he’s constantly interviewing, trying to emphasize his save-the-world skills over his lack of experience, finally landing a mail-room job under a control freak played by John Malkovich. (Who tells Sam that he doesn’t suffer brown-nosing or “toolery.” Oh, but you’re in a Michael Bay film!)

Though the military (including, embarrassingly, Frances McDormand and the returning Josh Duhamel and Tyrese Gibson) tries to keep tight control over all the ’bots, all hell eventually breaks loose. (Also reprising his role: John Turtorro, as some kind of conspiracy theorist, while Patrick Dempsey makes his Transformers debut as Carly’s douchebag boss.) There’s a deception among the Autobots, and then, around the 90-minute mark, it’s time to fall asleep. There’s still an hour left to go in this bloated marathon, and it’s all explosions and running. To the film’s slight credit, this time it’s much easier to tell good guys from bad, which makes Dark of the Moon a tad more engrossing than the first sequel. The effects are also pretty spectacular—even in 3D, incredibly— particularly during a sequence involving a Decepticon-severed Chicago high-rise.

But this is still Transformers, and therefore accompanying the mayhem are juvenile jokes as stupid as the title and characters we couldn’t care less about. (The A-list actors, though, get our sympathy—at least until we think about their undoubtedly giant paychecks.) Expect to chuckle a couple of times, be somewhat transfixed by the action, and require only a Red Bull—in contrast to the bottle of Advil demanded by Transformers 2.