Whatever Works.

* Public Enemies
Directed by Michael Mann. Written by Ronan Bennett and Michael Mann & Ann Biderman, based on the book by Bryan Burrough. With Johnny Depp and Christian Bale. (R)

Michael Mann loves a good cat-and-mouse tale, and so the taking down of John Dillinger by FBI agent Melvin Purvis, whose square-jawed good looks inspired Chester Gould's Dick Tracy, would seem a perfect fit for this director of manly men doing manly things. But in Public Enemies, all Johnny Depp and Christian Bale do is wear hats and drop their R's. The uninspired, perfunctory screenplay gives them little to work with. It ain't Heat — it ain't even lukewarm.

But it's the filmmakers' staggering ineptitude that renders Public Enemies unwatchable. As he has for his last few films, Mann is using handheld HD cameras. But while many filmmakers have either figured out how to make this medium resemble film or explored its own possibilities, Mann and his partner in visual crimes, longtime cinematographer Dante Spinotti, mostly just let it look like videotape. What to make of the visible makeup sinking into the pores on Depp's lovely face? The lights that sometimes burn into the screen and sometimes don't? You will need Depp's sunglasses when he wanders around a deserted Chicago police station where the sunlight suddenly flares "Miami Vice" yellow.

You will also need earplugs. A good deal of the dialogue was recorded live, with the attendant background noise, and to compensate the leads' lines have been amped to 11, blurting out of the speakers coated with a fuzz that often renders them unintelligible. The rest of the soundtrack is comprised of electric blues, Billie Holiday's greatest hits and Eliot Goldenthal's symphonic score, which is mostly John Coltrane's "Afro-Blue" slowed down, unsyncopated and uncredited.

* * Whatever Works
Written and directed by Woody Allen. With Larry David, Evan Rachel Wood and Patricia Clarkson. (PG-13)

It's Larry David shrugging on the poster for Whatever Works but it might as well be Woody Allen, throwing up his hands at all those kvetchers who wish he'd just make a Woody Allen film again. So here it is — the whining intellectual protagonist, the bundle of jailbait who thinks he's just dreamy (that's not what we were missing, Woody), the New York locations. Allen wrote this for Zero Mostel back in the '70s. David, in a variation on his "Curb Your Enthusiasm" character, plays Boris, a misanthropic string theorist who takes in a Mississippi runaway named Melody (Evan Rachel Wood) so out of Baby Doll she might as well be sucking her thumb. Wearing pigtails and hot pants and walking around his apartment in her underwear, Wood looks like she's about to appear in one of those X-rated "Her First Time" films; at 21 she's too old for this, and so's her character. Soon Melody's parents (Patricia Clarkson and Ed Begley Jr.) come calling, and succumb to the temptations of New York as only Southern-fried cartoons can.

There are more laughs here than usual, many from Boris's repeated breaking of the fourth wall, both an extension of Allen's recent preference for voiceover narration and an indication that Boris knows more than the other characters. But it is sad to watch the continuing devolution of this once-great filmmaker's technique.

It is Boris' thesis, announced in the film's opening scene and reiterated throughout, that there is no God, an argument born out by Melody's family's conversion from Bible-thumping Christianity to hedonistic atheism. But the proof is in the production: if there were a God, Woody Allen would be making better movies.

* * 1/2 Transformers: Revenge of the Fallen
Directed by Michael Bay. Written by Ehren Kruger and Roberto Orci & Alex Kurtzman. With Shia LaBeouf, Megan Fox and Ramon Rodriguez. (PG-13)

When a movie opens in 17,000 B.C., its filmmakers are either striving for epic weight or resorting to camp. Transformers: Revenge of the Fallen, the thunderously loud sequel to the 2007 blockbuster, chooses the latter, sending giant robots from outer space to waste those dusty aboriginals. The eternal battle between the human-friendly Autobots and the evil Decepticons rages on. This time the Decepticons want to blot out the sun, and teenager Sam Witwicky (Shia LaBeouf) is going off to college.

If Transformers was essentially Gremlins with wheels (and explosions, courtesy director Michael Bay), the sequel, like Gremlins 2, is bigger, jokier, and crammed with so many new characters you'll need a 7-year-old, or a fan of the TV series, to keep track. Among them are the jive-talking Wheelie and Skids, who are like the crows in Dumbo and yet somehow acceptable to current mores. There are robots with beards and robots with testicles and much adult foolishness courtesy Julie White and John Turturro, making welcome returns. As screenwriters Roberto Orci and Alex Kurtzman demonstrated with Star Trek, what they lack in coherent plotting they make up for in amusing dialogue, betraying their early years on "Hercules" and "Xena: Warrior Princess."

But with memories of Star Trek still fresh the screenwriters' formula becomes apparent. Just as Orci and Kurtzman held off introducing Scotty until late in the game and used him for comic relief, they keep Turturro under wraps until the third act, and just as they gave Scotty his own little gremlin, they've inserted a cute little Decepticon for the girls. Industrial Light and Magic's animation is no less than extraordinary, but the final battle seems to go on for days — at 2 hours and 20 minutes, Transformers II is six minutes longer than its predecessor. "I'm too old for this crap," cracks one of the robots, and so am I, but the little boys will certainly get their money's worth.