Titanic meets The Transformers in a film that suffers from having to hold its heading in the wake of "The Avengers." Still, a genius CGI team enables director Peter Berg to maintain a larger-than-life disaster, epic action and futurism with audacious buoyancy.

What Berg wants us to know right away about his hero, Lieutenant Alex Hopper (Taylor Kitsch, "John Carter"), in this movie adaptation from the game, is that he's an impulsive, arrogant, and a not-quite-grown-up kid in a navy uniform when he's not putting the moves on the ladies. He's also very smart, bordering on ingenious in his approach to war, maneuvers and strategy. But, in the first scene, the only maneuvers and strategy he's employing is on a gorgeous blond being denied a hot chicken burrito by the bartender because the kitchen is closed. Contrary to what his big brother, Commander Stone Hopper (Alexander Skarsgard, "Melancholia"), would rather he do in the circumstances, is go to his quarters and take a cold shower. Hopper doesn't operate that way. He loves his brother but no one tells him what to do.

Going by "Sam" (Brooklyn Decker, "What To Expect When You're Expecting"), Samantha Shane is any naval officer's idea of a conquest. She's not having yet another bar room lover boy when Hopper puts the moves on her, but our boy is inventive when the prize is as special as this blond who stands next to him. He promises he'll get her a hot burrito and she gives him 10 minutes and that's the opening he needs. He doesn't know yet that she's the daughter of his chief, the fearsome Pacific Fleet commander Admiral Shane (Liam Neeson, "Wrath of the Titans"), a man who controls his destiny.

What he does to obtain a hot meal for the lady is as foolish as it is stupidly audacious, but anything to win a lady's attention. He winds up getting tased by police officers but it's all for the lady. It has its effect: she's duly impressed by how far this guy is willing to go for her, and a relationship is assured.

But big bro' Stone isn't impressed and continues to worry about Hopper's waste of his potential and ushers his slacker sibling into the Navy. Time passes and, by 2012, Hopper is a lieutenant and the Tactical Action Officer on destroyer USS John Paul Jones. Stone is the commanding officer of the USS Sampson when the navy is gearing up for the major naval exercise called RIMPAC out of Oahu, Hawaii.

Hopper's attraction to Sam has turned into a totally serious commitment leading him to try asking the Admiral for approval to marry his daughter, but it's a task he's too intimidated to accomplish.

No one is too concerned about the beacon that NASA sent out several years before (2005) to a newly discovered planet in a nearby galaxy. But some serious consequences awaits the fleet when it turns out that life on that earth-like planet is far more advanced than we are. Our signal to them to make contact turns into an invitation to be conquered and the time for their response is now.

Pretty soon, the Hawaiian war games turns into a death and destruction scenario for the fleet as the aliens arrive and put up a defensive shield that allows no one and no radio signal to get in or out. Suddenly, they are trapped while the aliens make mince meat of one of the battle group after another. The USS Sampson goes down under an attack of aerial bombs that penetrate a ship and then blow it apart, Alex's brother Stone among the dead. While Captain Yugi Nagata's (Tadanobu Asano) attitude toward Hopper takes a turn when he sees the undisciplined schoolboy's performance under fire. Disdain becomes respect.

Another weapon the aliens have are the spinning shredders that stop for no obstacle, steel, bullet-proof glass or titanium. Ultimately, Hopper's ship comes under attack and the two officers above him are killed and, what do you know, Hopper is the highest in rank and takes command of his ship. Destiny has its way. Can you see what's coming?

He and his crew figure out that the aliens are unaware of the ships arrayed before them -- until they make a challenging move, like firing on them. This may be the disadvantage that affords the new commander the edge he needs. All of Hopper's faults and strengths are put into play, including some very clever and strategically effective tactics that win him the universal respect of everyone on deck.

Even more so, in an act he never would have dreamed of doing before this tight situation with his men's lives on the line, he relinquishes his commander chair to Nagata when the Captain comes up with a tactic of which he's the master. Hopper has never stepped back from an opportunity to have his way and taking credit for it. In a critical moment, the arrogant one finally shows some maturity.

Ultimately, the fleet is lost, but Hopper, along with his best men and woman, comes up with a new plan and it's going to involve the retired museum piece, the USS Missouri, and its crew of seniors who manned the ship during WWII. It's a marvelous concept and will lead to a piece of strategy that, while unreal, fulfills Hopper's destiny as a hero. For some critics, his transformation might come a little too late in the game.

Berg may be commended for ensuring that his epic action adventure with massive metallic objects and a soaring score make modern action movie history. It's not coming off too well among the critics, but there's much to enjoy for action freaks like me who can't get enough of this kind of devestation and music to back it up. It could be argued that Berg had "The Transformers" in mind to outdo.

The CGI work is seamless and utter state-of-the-art perfection with super-challenging sea and monster action imagery. The artistry of the crew that so incredibly enabled Berg to extend reality to such an extent is breathtaking. Cinematography by Tobias A. Schliessler is outstanding and deserving of hazard pay; while the score by Steve Jablonsky is pounding, demanding and revelatory of the director's play for maximum grit and attention.

The cast is fine, with a standout or two, like gorgeous hip-hop singer Rihanna in her debut feature movie appearance as weapons specialist Petty Officer Cora "Weps" Raikes. She brings a nervy can-do attitude to her role that all but steals the show. Her looks and energy are as fascinating in this context as they are on stage. Kitsch is exuberant in a role that might have been cast with the very busy Sam Worthington and a similar career arc is easy to project for Kitsch even if he is associated with the year's flop that was "John Carter." No effort is required to see ex-model Decker as the role she's born to play: every man's dream of the desirable, intelligent woman.

This film takes the format of a disaster movie, like anything from "The Poseidon Adventure" to "Titanic," with a major admixture of futuristic action symbology. Berg and his writers Erich & Jon Hoeber ("Whiteout") give us a first act designed to establish a bond with our boy-man hero, his heroes and his girl. They wisely hold off the arrival of the alien armada until a bond with the characters is established, and then the arrival of the unfriendlies that's pure drama. What this accomplishes is the personal side of major combat and the deepest possible concern for the outcome. Add to that a sprinking of suspense that works only because we've made a connection to our protagonists. Or, haven't. Most critics seem to fall into the latter camp.

                                      ~~  Jules Brenner