By Ted Elrick Photos by Andrew Cooper/SMPSP

Many directors can remember when the filmmaking bug bit them. Steven Spielberg was working on his photography merit badge in Boy Scouts. For Michael Bay it was a summer job when he was 15 and it was Spielberg who helped inspire him.

The job was filing photographs, production and costume designs and storyboards at Lucasfilm. Bay had, of course, seen Star Wars and The Empire Strikes Back, and was a big fan. He found the photos and diagrams fascinating.

"It was literally thousands of photographs and architectural drawings from the different Star Wars," he explained. "I remember I really got interested in Yoda's house. 'Wow! This is Yoda's house; these are the plans; this is the stage; this is where the water is.' It was like magic."

Toward the end of that summer, storyboards for Spielberg's Raiders of the Lost Ark came in to be filed. "They were huge and looked like a big cartoon," Bay recalled. "After looking at them, I told all my 15-year-old buddies that this movie is going to suck," he now laughs.

"Then I saw it at Grauman's Chinese with my friends and I'm like, 'I gotta do this.' It was great to see something go from what looked like a cartoon to a movie. That's the thing that really hooked me. That's when I wanted to be a director."

Bay first made his name as a director in the world of music videos and commercials. His "Aaron Burr/Got Milk?" was among the commercials that earned him the DGA Award for Commercial Direction in 1994. He made his feature debut in 1995 with the Will Smith/Martin Lawrence vehicle Bad Boys. That film was also the beginning of a successful collaboration with producer Jerry Bruckheimer. Together, the two continued making hits such as The Rock and Armageddon, both defying critical predictions with massive box-office success.

Their latest film, Pearl Harbor, has garnered similar negative critical feedback. "We don't make movies for critics," Bay said. "I've done four movies; there's millions upon millions upon millions of people who've paid to see them. Somebody likes them. My greatest joy is to sit anonymously in a dark theater and watch it with an audience, a paying audience."

Bay recalled a sightseeing tour he had taken to relax after doing press in Japan for The Rock. He went to Bali, touring a forest known for its monkey population. His tour guide was a native of Bali who literally lived in a hut with a thatched roof. "We were driving around and he's talking in broken English," Bay explained. "'So, what do you do?' he asked. I said, 'Oh, I live in L.A.' 'But what do you do?' 'I do movie stuff,' thinking the conversation would end there. But he said, 'Really? What movies?' I said, 'Well, Bad Boys.' Suddenly he gets all excited, 'I love Bad Boys.' And he's got a VCR in his little hut with a copy of my movie. It suddenly hits me that movies travel around the world and when you see the joy in his face, it's like, that's what I do it for."

Originally, Disney came to Bay and asked if he'd like to do a movie about Pearl Harbor and its impact on two brothers. A script had yet to be written but the idea intrigued him. When Bruckheimer also expressed interest, the two began reading historical accounts of the Japanese attack that propelled America into World War II. "Everybody knows about Pearl Harbor. The thing that really fascinated me is that through this tragedy there was this amazing American heroism."

He immediately flew to Pearl Harbor and visited the actual locations, becoming more engrossed in the history of the event. His next step was to hire his conceptual artist, Robbie Consing, with whom he works frequently. Bay wanted to see if he could re-create the event. "I was never really sold on the movie until I knew I could make it realistic enough," he said.

From the concept drawings, he then set about creating computer animatics to further detail the battle action as he saw it based on his research of the event.

"I know it sounds strange," Bay said, "but I had neverattempted anything like this before. I had to convince myself that I could do it. So after scouting the location, scouring it, I started planning the attack. I knew the attack from the books I'd read. I also ultimately spent months with historians and talking with more than 150 survivors.

"So I did start planning the attack very early on. I would just write on my computer. Then when we hired Randall [Wallace] to write the screenplay, I'd feed these images we'd worked out in animatics to Randall and they'd make their way into the script.

"I write a lot of my own action stuff," Bay explained. "I'd say, 'Randall, I want to follow the armor piercing bomb from 10,000 feet. I want it to go down four stories.' I clearly remember waking up one night at three o'clock in the morning and scribbling down a note that said how I wanted to see the U.S.S. Arizona bomb shot. That was what the survivors were telling me they thought was the seminal explosion. It knocked people down a mile away. The experts feel it was from 10,000 feet and that it landed in the magazine room because the blast was so huge. Survivors also told me that they felt the ship leapt nine feet out of the water. So I started creating this shot.

The guys would model the bomb, we'd drop it, and spin the camera around as the magazine explodes.

"I had three guys in the office here at Bay Films. We mapped out Ford Island and had the ships in the places where they were docked. We then built in the computer ten Japanese Zeroes and were able to have the computer fly at however fast each plane would fly. Once we had that world mapped out, we were able to 3-D travel around wherever I wanted to go. So that's how I was able to create the shots literally one month after I said, 'Yes' to this one-sentence idea.

"I also knew I wanted to do the U.S.S. Oklahoma rolling over because to me that was the symbol of American might just flipping over in six minutes. It shows how shockingly sudden this attack was. I also knew I wanted an air chase. We had talked early on about Lieutenants George Welsh and Ken Taylor of the 15th Pursuit Group, the two fighter pilots who got off the ground during the attack. They were two Americans who shot down six planes. I wanted our sequence to be very low to the ground. This was going to be the one 'movie moment.'

"That was important because as a filmmaker you've brought the audience down so low emotionally. Welsh and Taylor was a fascinating story. In my talking with actual fighter pilots, I learned that they'd sometimes be able to lose the enemy on their tails when they flew low. So, to me, it seemed like the right emotional moment for the film."

Bay said that one of the things he enjoyed most about directing this film was the chance to actually meet the real people. There were numerous instances when his discussions with those actual survivors paid off tremendously to benefit the film. "I got to meet the real Doolittle Raiders. I had them with me on the deck of the carrier as we were shooting the bombers taking off. I asked Doolittle's co-pilot, 'So, what did you think when you were on the carrier to Tokyo?' He said, 'I just thought they picked us because we were young and dumb.' To me, that encapsulated everything and I literally wrote that line down. We shot it 15 minutes later and it's in the movie now."

But before he got that far, Bay and Bruckheimer needed to get cooperation from the Navy. Not only was the attack of Pearl Harbor a sacred subject, but the filmmakers also wanted to film at some of the actual locations which meant the Fleet and its modern warships needed to leave the harbor.

Bay and Bruckheimer went to their meetings armed with the computer animatic battle sequence he'd used to convince himself that he should do the movie. (This animatic sequence will be included on the eventual DVD release of the film.) But Bay enhanced his footage by calling director Terrence Malick to ask if he could borrow some of the score, composed by Hans Zimmer, from Malick's The Thin Red Line to use as scoring for his animatics. "I really have to thank him for that. We also were able to use some of it for our trailer," Bay said. "So we had the meetings with these admirals who said, 'No, it's just too hard. We have Pacific Fleet maneuvers right after and we just can't do it.' I said, 'I know it's easy to say 'No,' but this movie will help bring a sense of camaraderie among your base. We'll use servicemen as extras. We'll use kids as kids in the movie. We'll make it an event you will be proud of.' Again they said, 'No,' so I put in the tape. And I'm not kidding you, the three guys who were most adamant about saying 'No,' two of them had tears in their eyes because the attack happened 200 feet outside their office. One of them said, 'Now I see what you're trying to do.' That tape of computer animatics gave an essence of the film. It became a huge tool. We also showed it to Michael Eisner, Joe Roth, to the Secretary of Defense. It traveled all over the Pentagon. It's great to have pictures to sell the movie. It gives them something to grasp onto."

All the while Bay continued to work with Wallace on the script. "Randall put a ton of work into the script," Bay said. "I started with certain seminal events, the Arizona bombing, the rolling over of the Oklahoma, the air chase; I saw very clearly how the planes would come into Hawaii. He was great at incorporating my ideas. He had amazing ideas himself, the stuff with the nurses. We had a very collaborative relationship and we kept refining the script all along the way. I think he should be prouder of the script than he sounds in the press."

After the film's release, some members of the press began picking lines of dialogue from the film and calling Wallace for comments. "The press have picked apart certain lines that they thought were 'cheesy,'" Bay explained. "We did have a couple writers after Randall do minor tweaks here and there, some words, some lines. Unfortunately, we did an analysis here in the office of the press coverage. We found that the lines the press chose to quote were all his lines. They're all in his third and final draft. The other writers contributed about 5% to Randall's script. 95% is Randall's writing. So I don't know why he isn't taking credit for the script he wrote.

"I would never speak badly about my fellow filmmakers, especially to the press because what we do is too hard to do," Bay said. "We are very exposed out there. So it's just a shame that he isn't prouder of what he accomplished."

One of Bay's major concerns in the filmmaking was for safety on the set. He planned to shoot as much aerial footage and action as possible practically, supplementing that with 150 CGI shots. He was particularly concerned that they'd be asking pilots to do stunts in 50-year-old aircraft, and Bay had had prior firsthand experience with things going suddenly wrong.

"There was a very unfortunate incident that occurred once when I was making a commercial for Black & Decker," he said. "A Cobra helicopter crashed and it killed a pilot, someone who was a friend of mine. The cockpit was perfectly intact, but his seat belt gave way. I later learned that this was a problem they'd had in past Cobra crashes.

"I was looking through the camera and it almost landed on top of me. I had a very wide lens on it, and everything just slowed down. The FAA did an investigation asking, 'Did the director push?' Everyone knew that I hadn't. Stuff with flying, you always get the best pilots and you always let the pilots decide. You never push. But, it's still a hard thing for a director, to think you came up with a shot, something from your mind, and someone died while doing it. It's the worst thing you'll ever have to live with. It was very hard for me to get back on the horse again."

So Bay is always watchful of the safety factor on sets. He often operates the camera and frequently places himself in the most dangerous camera position. "I've done that on a lot of movies," he explained. "I do it because if I feel it's safe enough for a crew member, then why don't I go there?"

And he constantly keeps his eye open for what's happening on the set. "If I see someone stringing cable, I'm always thinking physics-wise, 'If that cable pops, where is it going to go?'

"I remember I once yelled at the top of my lungs at Ben [Affleck] on Armageddon when I saw him playing around on a railing five stories up on an oil rig and he's wearing leather shoes and could slip. He was a new Hollywood actor. Actors can take it for granted that they're in a movie and feel they can't get hurt."

There were close calls filming Pearl Harbor, but fortunately with equally close collaboration with his stunt coordinator and associate producer, Kenny Bates, the stunts remained safe without sacrificing visual excitement, the trademark of a film by Michael Bay.

"I trust Kenny," Bay said. "I trust his physics. He's the guy who invented the accelerator/decelerator to ratchet a guy and pull him or fly him. To jump off a building it can mathematically slow you down so it looks like you're free-falling and you don't jerk. He's a real physics-head which is the best thing you can ever have as a stunt coordinator. If Kenny says, 'No,' then we try to figure out another way.

"You have to work that way with everyone. You never tell them, you get their professional opinion. Especially with pilots. We had some of the scariest pilots I've ever seen in terms of what they could do. We had a Navy pilot follow us around wherever we went. When he saw our pilots sometimes flying ten feet off the ground in a 50-year-old aircraft, he said our guys were as good as they ever get. So you're not going to tell them what to do."

On another day, while taking a brief moment to grab some lunch, Bay glanced over to a second unit shot. "It was of eight stunt men running and a Japanese Zero is strafing them. As a producer on this, I end up also seeing everything in dollars and the Zeroes are very expensive to keep in the air. I was eating lunch in a golf cart with a friend of mine who was visiting the set.

"So this Zero comes 15 feet over the stunt men's heads, they're getting strafed and squibs are going off, and two of the stunt men start throwing their arms up like little girls going 'Ah!' I couldn't believe it. I had some tough coaches when I played baseball as a kid, and if you're not leading off first base enough where you have to dive head first to get back... So sometimes the director needs to inspire a little.

"I walked up to these guys and said, 'You guys looked like a couple of girls.' -- I probably shouldn't have said that, but they did. -- I said, 'You want to be here in Hawaii working on this movie, you better fuckin' sell it.' They knew I was pissed. We should already have had the shot. The planes are expensive to keep up and besides the pilots are risking it flying that low. I walk back to the golf cart and my friend says, 'Do you always do that?' I said, 'Once in awhile you have to. You'll see. They'll sell the shit out of it next time.' And of course they did. So you have to twist it up a little, especially on a big movie and where people's lives are at stake."

Bay's attention to detail extended to every aspect of the production. He was particularly diligent in post during the CGI phase at ILM. He was very concerned that the digital airplanes appear photo real in terms of highlights and wanted the skin of the planes to show light in ripples.

"I was like a broken record player," he explained. "I came from a photography background and I knew if we didn't get this right, people would be taken out of the movie. I told them that I felt that overall, as a company, ILM's effects have been very pastel. The highlights weren't strong and they weren't photo real. That's what I was trying to change, to make them more photo real. I kept saying, 'The highlights are wrong. The highlights are wrong.' I'm obsessed about effects and I was there at every single stage. I think it kind of flipped ILM out a bit. They said, 'You'll see it when it's done.' I said, 'No, I want to see every single step.' That way you know the artists. I love meeting the artists themselves. It doesn't go through one supervisor to another, then to them. I'm sitting right next to them and I think that really helped. They came up with some great inventions, smokey tracers -- 3D tracers and 3D smoke. That doesn't sound like such a big thing, but it was a real breakthrough."

Bay did wish he could have made the film grittier, however his contract required that he deliver a cut that could get a PG-13 rating. Bay said that once a film is budgeted at more than $100 million it becomes essential business wise to have it appeal to the widest audience. Concessions for the PG-13 included developing a special camera lens to film the hospital sequences, to show the casualties of war but to blur it so that the damage wouldn't be as graphic as it could have been. Bay feels this artistic choice worked well and that it therefore enabled the film to be seen by teenagers.

"It was a choice I had to make and I've gotten flack for not making it more violent," he said. "I know what would happen when a .50 caliber round comes through your chest. It takes your body apart. But I really couldn't show that. What I tried to do was develop squibs on the ground that were very violent. I mean if you put your foot on them they would literally take it off. I tried to make it feel more violent, so dust from the squibs could envelope the men getting strafed on the ground so as to feel more violent. So it was the choice I had to make in order to get the movie made.

"You always struggle with this. I'm on the DGA's Task Force on Violence and Social Responsibility and we recently had a meeting with Sen. Joseph Lieberman but it was in my contract to deliver a PG-13. Like I said, I would have liked the film to be a little more violent, a little more unsettling. Just a few more moments would have satisfied me."

With the film now showing in theaters around the world, Bay is happy to pop in and watch an audience's reactions. What he sees makes it all worthwhile. Upon returning from the European premier, he was particularly heartened by a fax he received from Joe Roth, who, sensing that Bay might be depressed by the reaction of some critics to Pearl Harbor, sent him a quote which, though nearly a hundred years old, could have been written today with a director in mind.

"It is not the critic who counts: not the man who points out how the strong man stumbles or where the doer of deeds could have done better. The credit belongs to the man who is actually in the arena, whose face is marred by dust and sweat and blood, who strives valiantly, who errs and comes up short again and again, because there is no effort without error or shortcoming, but who knows the great enthusiasms, the great devotions, who spends himself for a worthy cause; who, at the best, knows, in the end, the triumph of high achievement, and who, at the worst, if he fails, at least he fails while daring greatly, so that his place shall never be with those cold and timid souls who knew neither victory nor defeat."
-Theodore Roosevelt