There might have been a total of half an hour I could stand in the previous two "Transformer" movies, but I enjoyed every minute of "Transformers: Dark of the Moon."

The new movie was made by most of the people who made the earlier ones (other than Megan Fox, and I don't think it was all her fault) but they seem to have been transformed somewhere along the way. What was once loud, repetitive and chaotic has become sleek, exciting and funny in "Dark of the Moon," which begins by spinning off of events in history - it claims that, in addition to being the first men on the moon, Buzz Aldrin and Neal Armstrong were also the first secret agents on the moon - and then shifts into a battle for control of Earth between the bad transformers and good transformers, assisted by Shia LaBeouf's genial Sam.

Me, I'm crediting Frances McDormand. True, her part in "Dark of the Moon" - she's the no-nonsense director of national intelligence - is not huge, but what performer screams "intelligence" louder than McDormand? Her brand of brainy wit seems to have rubbed off on screenwriter Ehren Kruger, who studs the script with sharp zingers and also gives the film a heart its predecessors mostly lacked.

The only thing resembling humanity in the other two films, actors Julie White and Kevin Dunn, return as Sam's bossy parents, but they're not alone this time. We also get McDormand's bemused warmth, John Turturro unleashing the half-mad performance he threatened to give in the earlier films and a legit romance between Sam and a British hottie who likes to wear lingerie (Rosie Huntington-Whiteley, replacing Fox, the American hottie who liked to wear lingerie).

Even the robots have heart this time, with the film suggesting their motivations are as confusing as humans'. This time, the transformations are more playful (there's a great one when Sam is rescued, in slow motion, by a transformer that turns into a nice, safe car for him to rest in). But "Dark of the Moon" pulls off the difficult feat of making us care about sequences that are composed of nothing but special effects, including one that made me gasp out loud.

Transformers: Dark of the Moon
In this publicity image released by Paramount Pictures, Shia LaBeouf plays Sam Witwicky, left, and Rosie Huntington-Whiteley plays Carly in a scene from "Transformers: Dark of the Moon." (AP Photo/Paramount Pictures, Robert Zuckerman) (Robert Zuckerman)

It also gives us a better sense of what's at stake for the transformers on Earth, but the real reason "Dark of the Moon" feels more momentous is because its explosive finale is staged in a Chicago that has never looked more spectacular. As the camera whizzes around the crumbling skyscrapers near Wacker Drive in downtown Chicago, it's as if "Dark of the Moon" is reminding us how many beautiful things we've created and how much we'd miss them if, you know, robots ripped 'em down. (The bright, crisp 3-D also helps.)

Director Michael Bay calms down his trademarked editing whiz-bangery, which usually seems designed to fool us into thinking we're dazzled when really we're just confused. The action in "Dark of the Moon" is clear and it doesn't feel like an assault because it's broken up with humor, a smidge of romance and even a little mystery. In other words, this is exactly what a summer movie should be.

Directed by: Michael Bay

Starring: Shia LaBeouf, Rose Huntington-Whiteley

Rated PG-13 for nonstop violence, brief, strong language and sex talk

Should you go? Yes. Load up on the popcorn and enjoy. *** 1/2

Chris Hewitt can be reached at 651-228-5552.