Michael Bay: Bay Watch

Director Michael Bay is gambling big by turning the disastrous 1941 attack on Pearl Harbor into a big-budget, big screen romantic epic. If he succeeds, it will be his own big leap forward.

In his Santa Monica headquarters, director Michael Bay is preceded down the hallway by two gigantic beasts. The flesh-colored English mastiff named Mason (after Sean Connery's character in The Rock) is roughly the size of a Shetland pony. Grace (named after Liv Tyler's character in Armageddon) is a year-old puppy, nearing the size where she too could be fitted for a saddle. As Bay steps into an office decorated with such props as the model for the space shuttle from Armageddon and a bomb from Pearl Harbor, he explains that his beloved canines recently forced him to trade in his car for a bigger one. "They're a big investment," he says. The same could be said for the 36-year-old director's movies. His first film, Bad Boys, cost a mere $23 million and grossed $ 140 million worldwide. With that one under his belt, he got to spend $75 million on The Rock, which proceeded to gross $325 million. His next film, Armageddon, cost a whopping $140 million and grossed more than $450 million.

Bay's new film, Pearl Harbor, represents a different kind of big. For what is clearly his first serious film, Bay chose a big subject, the Japanese air attack on the US naval station in Pearl Harbor on December 7, 1941. With Braveheart's Randall Wallace as his screenwriter, Bay has framed the catastrophe of Pearl Harbor with a story about two best-friend hotshot pilots--Ben Affleck and Josh Hartnett--and the nurse they both fall for (Kate Beckinsale). In other words, you have the makings of a big film that could earn big grosses and make a big difference in how Bay is perceived as a director.

Bay denies he's after elevated esteem, but he's also so confident he's captured something special that he shows me 20 minutes of highlights, even though he isn't supposed to. The footage indicates that Bay's reenactment of Pearl Harbor is captured on an awesome scale and in a level of remarkable detail that brings James Cameron's accomplishment with Titanic to mind. Like Cameron, Bay took a big up-front pay deferral to get his picture made, so it makes a big difference to his bank account whether Pearl Harbor opens big on its big, big Memorial Day weekend.

MICHAEL FLEMING: Pearl Harbor is quite a jump from the overtly commercial hits you've done, like Bad Boys, The Rock and Armageddon. Was this a pet project you've wanted to do for a long time?

MICHAEL BAY: No. It started during a lunch with Joe Roth at Toscana, with him pissed that I was going to do Phone Booth for Fox. He was still studio head at Disney then and had me in a deal, but I couldn't find anything I wanted to do there. We'd developed Armageddon from scratch and it took forever, so I just wanted to go shoot something, and Phone Booth was going to take 20 days. Joe said, "I'm going to get all your lawyers and agents in my office." They put 20 different things on the table. I was like, "Nah, nah, nah, nah, nah." Then Todd Garner, one of the guys who helped bring me into Disney, says, "Pearl Harbor, love story, Jerry's interested." Everybody thinks getting [producer] Jerry Bruckheimer involved makes it a shoo-in, since I've made all my films with him. But I said I didn't really know much about Pearl Harbor beyond what everybody knows.

Q: What got you interested?

A: I started reading and got intrigued by the heroic stories within this debacle. It was innocence shattered. Things happened where you said, Oh, my God, this sounds too much like a movie. A battleship, a couple hundred feet short of the Titanic, twisted on its side, sank in seven minutes with more than a thousand guys on board. Then Randall Wallace got involved. But we still had no idea what the movie was. How do you make something out of a story that is so depressing? Randall came up with a great love story, and that helped. But we had another problem--we knew we couldn't end the movie with the attack on Pearl Harbor. Then Randall came up with the Doolittle raid and we had our third act.

Q: That's the daring air reprisal on Tokyo that Jimmy Doolittle led shortly after Pearl Harbor?

A: Yes, it was a really dangerous, heroic mission that happened four months later. It was that sheer volunteer spirit in America, which to me was the essence of the whole movie. In the Pearl Harbor crisis, there was a wholly American, selfless response, down to how the nurses dealt with the attack, using their stockings to dress wounds, their lipstick to mark who would live or die. Imagine that. That is what hooked me.

Q: Your star, Ben Affleck, seems to have that perfect fresh-scrubbed, period American-hero look.

A: Ben Affleck has what some of the fighter pilots I'd met had. They were a whole different breed, these guys. They were so determined to do their jobs. And if the plane was broken, they were going up anyway, risking their lives.

Q: While stars like Kevin Costner and Charlize Theron were mentioned for Pearl Harbor, you ended up with a cast that was less well-known, for the most part.

A: We felt the movie was strong enough that it didn't need a lot of stars, so we wanted to find fresh talent. We told everybody, "This is all the money we have for this role." We told Kevin Costner, "This is all we have, but this is an awesome part," and he wanted to do it, but it came down to money. The amazing thing is that a lot of people did make the sacrifice. Jon Voight as FDR, Alec Baldwin as Jimmy Doolittle. I think it was because of the subject matter, though one of our stars, Cuba Gooding Jr., played on Jerry's hockey team--maybe that helped.

Q: What distinguished Josh Hartnett from some of the other young actors who auditioned?

A: We saw so many guys. It was a matter of being able to believe him, of his not looking too pretty. Josh has this kind of rugged thing going; he's a guy's guy. He was going to get the lead if Ben didn't do it. That's how strongly I felt about him. Then Ben came in, but Josh was totally fine with that, and he was actually better suited for the second character. I'll tell you right now, Josh Hartnett is going to be fucking huge. He was great.

Q: What made you choose Kate Beckinsale?

A: I didn't want someone who was too beautiful. Women feel disturbed when they see someone's too pretty. I'm not saying Kate's not pretty. When you look at Titanic, Kate Winslet is pretty, but not overwhelmingly beautiful. That makes it work better for women. Our Kate is very funny, could hang with the guys. She's not so neurotic about everything, like some actresses. She was solid, and I think the three of them had some really nice chemistry.

Q: Pearl Harbor was greenlit and then nearly canceled, and it ended up being not the biggest-budget film ever made, but the biggest ever greenlit by a studio.

A: I was willing to sacrifice my fee on this movie, I felt so strongly about it. Of course, you always have ambivalent feelings--I'd made Disney a lot of money on Armageddon, after all. But I realized they could deny me this movie. When the budget process got tough, they were saying, "We'll do it as a TV miniseries."

Q: How high was the initial budget?

A: It started at $175 million, but that was a stupid first budget done before the script was locked. We got it down to the neighborhood of $148 million. Jerry and I were getting paid at that point. Joe Roth kept saying, "$145 million." So we sacrificed our fees and promised to pay overages, and we got there. Then Joe left Disney. Two weeks later, the project was un-greenlit. I was heartbroken. We'd put all this time into the script, and met all these Pearl Harbor survivors. These 80-year-old guys were baring their souls for us, with tears in their eyes. This was such an opportunity--nobody had ever really made a movie about them.

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