College can be a time of great upheaval. New city. Separation from your parents and your high school girlfriend. Crazy roommates and brutish frat dudes to contend with, not to mention egomaniacal professors.

And in the case of Sam Witwicky (Shia LaBeouf), there's a little matter of trying to save the universe from the Decepticons.

Actually, he has more experience with that than he does with college life, having destroyed Decepticon leader Megatron the first time around in the 2007 "Transformers."

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'Transformers: Revenge of the Fallen'

3 stars = Good
Ratings explained

• Starring: Shia LaBeouf, Megan Fox, John Turturro.
• Rating: PG-13 for intense sequences of sci-fi action violence, language, some crude and sexual material, and brief drug material.
• Web site: www.transformersmovie.com

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With "Transformers: Revenge of the Fallen," director Michael Bay delivers what you expect from a sequel by throwing the kitchen sink -- and, literally, all the kitchen appliances -- at the screen. The overstuffed second serving is bigger, louder and more eye-popping. By the time you've sat through all 147 minutes, you feel like you've watch a couple different movies.

When last we left Sam, the chosen one, he was turning Megatron's lights out by shoving the AllSpark cube into his chest. Now Megatron is lying limp at the bottom of the ocean, closely guarded by U.S. warships, as if that's going to work. Sam is now off to freshman year, leaving the embodiment of human perfection (Megan Fox) behind, along with Bumblebee -- his bodyguard and transforming Autobot Camaro.

The first glitch is the discovery of an AllSpark shard that's not only capable of bringing machines to life but also sending Sam into spasmodic visions of Cybertronian text, sometimes in class. He also has a sexy college co-ed coming on to him who smells like diesel and does supernatural things with her tongue.

She's going to push the action to the next level, and the next thing we know, Bay's blowing all of his location budget, spinning his story to Washington, New York, Paris and the ruins of Egypt, where Megatron and his Decepticons will slug it out in biblical fashion against Optimus Prime and the Autobots. (Only in Hollywood would humans survive this carnage, but then again, it could only happen in Hollywood ... we hope.) The stunning revelation is that we now know why the Great Pyramids were built, and it's not in our best interest.

Yes, there are a few plot twists to follow here, but you don't have to be a lifelong sci-fi geek to grasp them.

One of my companions walked away saying, "I wish it had just been about him going to college." And there's something to that. With stars as appealing as LaBeouf and Fox, a typically neurotic set of parents and a conspiracy-obsessed roommate (Ramon Rodriguez), Bay could have junked the robots, saved $200 million and made a classier "American Pie." But it's much harder to find reasons to blow things up in romances. And blowing things up is Bay's specialty (see "Armageddon," "Pearl Harbor," "Bad Boys" and, of course, "Transformers").

The special effects are out of this world, far beyond "Batman," "Spider-Man" and "Hulk." As someone who struggles with a happy-meal transformer, my jaw drops at the elaborate CGI involved in turning a construction vehicle into a robot on the screen. The scenes of Devastator demolishing the Pyramids are spectacular.

What also sets "Transformers 2" above the usual summer blockbuster is that the second half doesn't completely degenerate into CGI. Midway through, we encounter John Turturro, the bullying Sector 7 agent from the first film, now working a deli counter in somewhat of a throwback to his classic "Do the Right Thing" role. Just when the energy is starting to dip, Turturro sparks it again as a frothing alien obsessive. "I spend my whole life looking for aliens and you're carrying one around like a little Chihuahua," he tells Fox at one point.

The obvious knock on "Transformers 2" is the running time. Bay's various supervisors must have been expert lobbyists, because everything apparently stayed in the picture. Show the average movie-goer how to work the machine and he or she could have made this better by trimming, say, 12 minutes, starting with some of the military stuff.

As it is, opt for the large popcorn and enjoy the eye candy.