Our 4 year old and daddy watch the first nightly. He was in shambles when he was told he couldn't watch it because Mom and Dad said it was too adult, even for a 12 year old. There was little character development on good guys, plenty on decepticons which are what we call "naughty guys". In fact it left my wife and I clueless in the battle scenes because there was just too many machines everywhere with too much action at points. Humor was belly wrenching, but there wasn't nearly as much as the first and in this movie it is totally adult. It is not a family flick, but we recomend it for its action for the adult crowd. Our son and daddy will have to wait for the next one....