It's very late in Chicago right now, and I contemplated getting a decent night's sleep before tackling this review. But I'll be honest, the way my brain is spinning right now with thoughts of images I've just seen and the sheer destruction I've just experienced, sleep ain't happening. You see, I've just come from seeing TRANSFORMERS: DARK OF THE MOON, the third and easily best entry in the Michael Bay-directed franchise, and all I wanted to do when I left the theater was gaze upon my beautiful city, just to make sure it was in one piece.

Let me say two quick things before I dive into this review. The first is that, as a kid growing up, I could not have cared less about Transformers--the toys, TV show, or animated movie. When it was first announced that a live-action TRANSFORMERS movie was being made, directed by Bay, I couldn't have cared less, not because I didn't dig Bay's work but because I simply didn't care about the subject matter. Second, and perhaps more directly relevant to this discussion, the only nightmares I remember having as a child (we're talking Reagan-era 1980s) involved the destruction of the city I was living in at the time, Washington, D.C. I didn't know how many nuclear missiles the Russians had, but I knew damn well that a whole bunch of them were pointed at the nation's capital. Seeing WAR GAMES for the first time as a teen did not do me a bit of good.

Make no mistake, D.C. takes a hell of a beating in DARK OF THE MOON, but it was in the final hour of this TRANSFORMERS chapter that I simply forgot to breathe; there isn't a spare second to do so. For a solid hour, Bay and his CGI-created robot buddies decimate Chicago. And I won't lie: seeing it so realistically and utterly leveled was almost more than I could handle. Granted, people outside of Chicago probably won't have the same reaction I did (I didn't even get a little misty eyed watching California sink into the Pacific during 2012, or New York die in countless sci-fi stories), but our city has never been the victim of an alien hate crime like this before. And as much as it hurt to see, I also loved watching it happen.

Let me also add, in the interest of total disclosure, that the version of DARK OF THE MOON that I saw was not in 3D, probably because some of the effects weren't completely done, which would have forced the film to go in and out of 3D since the unfinished effects wouldn't have been in 3D. But there were definitely a few times watching this movie, where the 3D potential was very clear. As a reminder, Bay shot this movie in 3D, and it will likely look awesome. In addition, the sound mix and design wasn't quite done, so some parts seemed especially loud to the point where voices were buried when they clearly were meant to be heard. But considering that the film doesn't come out until July 4 weekend, it looked remarkably complete.

TRANSFORMERS: DARK OF THE MOON begins with a great concept and a cool backstory (the screenplay is credited to Ehren Kruger on imdb.com, but in the print I saw, Roberto Orci and Alex Kurtzman's names were credited as well; since the credits weren't finished, these may have been a temp credits pulled from the last movie): When the war on Cybertron between the Autobots and Decepticons appeared lost to the Autobots, their leader, Sentinal Prime, attempted to launch a craft from the planet, loaded with technology that would have saved their people. Instead, it crashed on earth's moon and the Autobots were forced to flee to earth. Coincidentally, this moon crash happened when John F. Kennedy was president, and he immediately made his famous promise to the nation to put a man on the moon (specifically, an American man, so that we would beat the Russians to investigate the crash; see how that works?). In fact, according to this film, every NASA moon landing was actually an investigation of this wrecked spacecraft.

The first hour and a half of DARK OF THE MOON focuses primarily on story (with brief fight and chase sequences pepperd in), but it's actually a cool story about the Autobots finding out that the technology that was supposed to save their race and planet has been sitting on the moon the entire time they've been on earth and nobody bothered to tell them; Optimus Prime is not amused. Naturally, we also get the continuing adventures of Sam Witwicky (Shia LaBeouf), who has now graduated college and is desperately looking for his first job. He has a new girlfriend, Carly (supermodel Rosie Huntington-Whiteley), who doesn't need an occasion to dress in the tightest clothes imaginable. Bay has a great deal of fun shooting Rosie like he's directing a Victoria's Secret commercial (which he probably did on his days off).

Sam is upset that he's even looking for job, since he believes he should be working side by side with his Autobot friends, going on missions, and helping save he world. The Autobots are now firmly in place as part of America's military, as we see from a brief mission in the Middle East early on. They would have killed Bin Laden years ago. A few Decepticons are still around, including a severely beaten down Megatron, who's especially creepy in DARK OF THE MOON because half of his head is missing and these little spider-like robots crawl in and out of the place where his brain circuitry may have been at one time. He plucks them out, almost without noticing, which somehow makes it worse. Still, Megatron is in good spirits because a plot hatched long ago is coming to fruition.

The clever script manages to find new ways to place Transformers into world events, including one particularly nasty "accident" at the nuclear power plant at Chernobyl, which was actually the result of some of the moon technology being experimented on. And I don't think I'm spoiling anything by saying that Optimus finds a way to retrieve Sentinal Prime's body from the moon wreckage and revive him (voiced to perfection by Leonard Nimoy). I don't feel right talking too much more about the twists and turns that lead to the Chicago showdown between a small group of humans and a massive alien robot army, but when Sam says to the Nest team "Chicago is ground zero!," I got a fucking chill.

Let's talk characters and performances. LaBeouf is LaBeouf; you either dig him or you don't. I happen to dig the guy a great deal, and he seems especially focused in DARK OF THE MOON, as well as broader in the shoulders. Huntington-Whiteley is actually pretty good here and certainly miles better than Megan Fox, if only because she's actually got something to do here beyond just looking like a million bucks. I wouldn't say Carly has a major players in this movie, but at least she's allowed to contribute. Also returning are Josh Duhamel and Tyrese Gibson as Nest team leaders Lennox and Epps, an shockingly enough there's little attention paid to personal growth in either of their cases.

And let's not forget John Turturro as former agent Simmons, who has written a book about aliens on earth and become a rich eccentric, trying desperately not to get sucked back into the alien game. Many of his scenes are with a fellow Coen Brothers regular, Frances McDormand, as Charlotte Mearing, the defense department commander in charge of missions involving the Autobots. She's kind of hard ass who couldn't care less that Sam wants to keep playing with his robots. "You're not a soldier; you're a messenger," she rightfully reminds him.

New to the cast are such dignitaries as John Malkovich, largely wasted (but still funny) as Sam's boss at a tech company where he eventually gets hired; Ken Jeong as co-worker with much-needed information on the moon project; Alan Tudyk, very good as Simmons right-hand man; and Patrick Dempsey, as Dylan, Carly's boss and perhaps competition for her affections. Oh, and he also harbors a desire for world domination. I'll thank whatever movie gods I have to that Sam's annoying parents are barely in this TRANSFORMERS installment. Without fail, they take us out of the action on the drop of a dime, they aren't funny, and we don't need comic relief like this anyway when we've got street-smart little robots to entertain us. Yes, they're back too, but let's just say they're toned down. [Hey, everyone. Just to be 100 percent clear, I'm not referring about the "The Twins" here; they are most definitely not in this film. I'm talking about Wheelie (Tom Kenny, who also voiced Skids in REVENGE OF THE FALLEN) and other similar smaller robots, who act like streetwise teenagers.]

So what about the scenes of Chicago's destruction? These sequences are cool for a few reasons, but let me talk about them purely from a purely action standpoint. Because the Decepticons (who have taken over the city for reasons that involve restoring their planet) can detect machines coming into their airspace, the military can't send planes to bomb them. As a result, small teams of Nest soldiers much base jump into the city using suits that effectively make them able to fly. As much as some of you might think this was accomplished with visual effects, guess again. I saw these guys jump off the Willis Tower and the Trump Tower. Those guys fucking flew, then pulled their chutes, then landed. In watching most of the action sequences, it appeared to me that Bay opted to go practical a lot more than he has with this franchise in the past. Pretty much the only totally artificial element in DARK OF THE MOON are the robots, and what a colossal difference it makes.

And there's something about scaling things down somewhat in the Chicago scenes that proves far more rewarding than piling on large numbers of troops and artillery. There's one scene where Sam and Lennox are fighting a single Decepticon alone, and they manage to bring it down after a long, hard fight. Somehow, that small moment resonates so much louder than bombs and explosions that take out several bad-guy robots and half a city block at once (oh, don't worry, there's plenty of that as well). It's nice to see Bay act globally by thinking locally. The other thing that happens in DARK OF THE MOON that's spooky is that during the Chicago invasion sequence, civilians actually die…in large numbers, leaving behind a pile of clothes and a stripped down, scattered skeleton (it sounds silly, I know, but it's actually kind of traumatizing).

I think I'm going to leave TRANSFORMERS: DARK OF THE MOON for a while, at least until I can see it again in 3D (maybe IMAX to boot, just to really blow out my eyes and mind). So, there may be a follow-up review come July 1 or thereabouts. But, I have to admit, I'm genuinely surprised what a strong effort this film is, not just in terms of its scope, but also in its pacing, performances, and ideas. This one dares to go dark from time to time, and that helped me find the often-lacking component of many Bay films: emotion. You probably won't shed any tears watching DARK OF THE MOON, but you will care when certain lives are lost or in peril. This one might actually rock you a little to your foundation; get excited about that. The summer keeps getting incrementally better from where I'm sitting.