Instead of simply bashing Michael Bay’s Transformers movies, I’m going to offer some suggestions for the eventual Mark-Wahlberg-headlined Transformers 4. Obviously Bay is not going to hand this cash-cow franchise over to another director, so I can only hope that he’s willing to take a few lessons from The Hub’s far more entertaining version of the robots in disguise — Transformers: Prime.

Nobody watches Transformers for the humans; the franchise is so popular because we can’t get enough of the mythical struggle between those icons of good and evil, Optimus Prime and Megatron. Bay chose to make these metallic titans not heroes and villains but shiny, devastating forces of nature, much like the dinosaurs in Jurassic Park — special effects more than actual characters. In contrast, Prime brings the Autobots and Decepticons to life. Each character has a distinct, exquisitely developed personality, from cranky doctor Ratchet to cowardly narcissist Knockout. In Bay’s movies, the only instantly recognizable bots are Optimus and Bumblebee, and even they feel distant and alien. We don’t really understand them, their backgrounds, their feelings. That’s never a problem in Prime — you can feel Arcee’s rage when she’s battling Airachnid because you know their back-story. You can understand Bulkhead’s irritation with young gun Smokescreen, and Ratchet’s sense of guilt and responsibility for Bumblebee’s damaged voicebox. For characters that don’t have flesh, they are certainly fleshed out.

And how do I begin to describe Optimus Prime and Megatron, gloriously voiced by the original G1 series actors, Peter Cullen and Frank Welker? Their epic friendship-turned-rivalry is the heart of the show, and the beloved characters are magnificently realized in Prime. Every scene between them is pure gold because it seethes with history, antagonism, and unspoken respect. You recognize that these two know everything there is to know about each other because they have been battling for eons. Bay has never been able to take us into the hearts of these characters, to showcase the very personal war that rages between them. But this is the stuff that makes Transformers so damned amazing!

Let’s set aside the sheer obnoxiousness of Shia LaBeouf’s Sam Witwicky, because Prime has its own version of a super-annoying human brat in Miko. One of the biggest problems I have with Bay’s movies is the overwhelming number of characters he throws at us, many of them too minor to be worth any screen time. If Bay reduced the total number of characters in his movies, he could actually develop a few good ones. Do you want to see Ken Jeong ham it up as some irrelevant dork, or do you want to see Optimus Prime kicking tailpipe?

Prime features only one government liaison working with the Autobots — Agent Fowler, a character who can be both irritable and heroic. And in addition to idiotic Miko, there are a couple other kids present, who are actually likable: Jack, a quiet teen with a good head on his shoulders, and Raf, a 12-year-old dweeb/hacker. Raf often helps Ratchet out with Earth technology; now there’s an example of how to make a character serve a useful purpose. Yes, the kids are kind of shoehorned into the show, but they are not Mary Sues like Sam Witwicky. Now imagine this, Michael Bay. What if you had written Sam as a hacker? That would make sense. Nerdy teenager, good with computers — fairly believable. More importantly, that would give him a plausible role to play in the movies besides running around screaming and acting like a self-important asshole. And that would eliminate the need to waste screen time on extraneous characters like these. Reduce, reuse, and recycle, Michael.

Where to begin? First of all, only Frank Welker can deliver the swagger that makes Megatron the universe’s biggest badass. (Why distort Hugo Weaving’s voice beyond recognition when you had the real deal, Michael Bay? Because you’re ridiculous, that’s why.) Prime’s Megatron is a perfect foil for the valiant-yet-vulnerable Optimus, as he displays the ruthlessness as well as the charisma and magnanimity that won him so many devoted followers.

Perhaps the second most memorable relationship in Transformers lore is between Megatron and his insubordinate second-in-command, Starscream. Bay never really took advantage of the opportunity to add “humanity” to the Decepticons by emphasizing that they’re not just mindless drones following Megatron; they’re individuals with ambitions and feelings. Starscream’s rebellious nature adds an element of unpredictability to all of the Decepticons’ schemes, making him a wild card that Bay neglected to play.

Since we’re on the subject of Starscream, I would be remiss not to mention how utterly hilarious the villains of Prime are. Starscream is a hoot (“There I am, minding my own business, when my arm just FALLS OFF!”), but all of the Decepticons including Megatron have their moments of levity. This is one of my favorite things about Prime, and I don’t think it would hurt the “realism” of Bay’s movies to add some personality to the villains via a little humor.

Prime has all flavors of awesome when it comes to bad guys. The dark angel, Soundwave, silent and menacing, devastatingly competent. Noble, loyal Dreadwing seeking to avenge the loss of his twin, Skyquake. Nasty, nasty, slippery Airachnid. As I said, each character has a distinct personality, and that’s where Bay generally falls short.

Though it was originally marketed to boys, I think I can safely say that girls love Transformers; some of the characters have devoted fandoms. Prime certainly invites girls to the party. Arcee is a kick-ass female bot, and Miko and Mrs. Darby are both tough chicks. But more importantly, the show focuses on relationships and character development as much as action (and the action is fantastic). That’s called good storytelling. Good storytelling appeals to everyone, regardless of gender. Michael Bay is too lazy to gives us good storytelling, so he appeals to the lowest common denominator with close-ups of Mikaela/Carly’s ass and long sequences of indistinguishable exploding things — tactics transparently and insultingly aimed at men with low expectations. Instead of ogling a skinny girl’s backside, how about giving us character-building scenes for the Autobots and Decepticons? We all would appreciate that.

I’m going to sum up the lessons of Transformers: Prime for Michael Bay right here: Let the Autobots and Decepticons be the main characters. Keep the human characters to a minimum so that you can focus on developing the Autobots and Decepticons as individuals and in relationship to each other, rather than simply throwing explosions and eye candy at the dudes. If you give these beloved characters the star treatment they deserve, you can make a movie that a wide audience will enjoy.

I want to enjoy Transformers 4 as much as Transformers: Prime. Let’s see if you learned anything, Michael Bay.