By Michael Fleming

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 overly 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 the 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 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.

Q: So, Disney was saying no to its biggest hit-making producer and biggest box-office director?

A: I took this personally. I felt I'd always delivered for them, broken my ass for them, and I'd never even gotten a point on any of my movies. Hollywood's not kind that way. But I didn't protest. I just thought, "Well, times have changed." We've been seeing that for a while. Studios now look for returns every quarter on their stock, and that's not the way the movie business works.

Q: It sounds like you've never been given the star treatment.

A:On Bad Boys at Columbia, I think I made $125,000. I knew this film was my one shot and if I blew it, I'd be fucked. So I was determined to not fail. Two days before we started shooting, Don Simpson sent Jerry a six-page memo essentially saying, "Let's take our names off that movie." I ended up writing Columbia Pictures a check for $25,000, a fifth of my fee, to shoot the ending scene they wouldn't pay for. And you know what? They cashed that check and didn't pay me back until the movie had made $60 million. And then we had to beg them for it. They treated me like shit.

Q: But you'd moved to Disney and made them a fortune on Armageddon. Didn't that make a difference when it came to Pearl Harbor?

A: Michael Eisner was saying, "Jerry, lose $10 million. You've got to bring it down to $135 million." Jerry says, "We can do this." He always says that; he's an optimist. But I'm the one who has to figure out where. I'm good at that- I learned from commercials and videos how to spend the money wisely. I say, "No, we can't." Somehow, though, we got to within $1 million of what they demanded. "They said, "Nope."

Q: How did you finally make their number?

A: I cut money from plane crashes at the end. The whole movie is a class-A production, but there were these cheesy crashes at the end. My thinking was that if the studio wanted to fix it later, they could.

Q: Were you angry by then?

A: I was miserable because I'd been toyed with. It was heart-wrenching. I quit five times, but Jerry just kept saying, "You have to make this movie." I'm glad I listened. We brought it in, only going a couple million into our contingency. I would never have predicted we'd have been able to do this. Maybe it was the blessing that the state of Hawaii requires you to do for any film shot there. This guy who did the blessing starts talking and he goes on half an hour and I'm thinking, "This just cost us 50 grand." But thank God for that prayer. Despite the number of explosions and dangerous stunts we did it, we only had three sprained ankles, a broken collarbone, and one guy with 10 stitches on his head.

Q: James Cameron gave back his fee to Fox when Titanic doubled its $100 million budget. Michael Mann took responsibility for overages on Ali. Is it good for directors to be held responsible for things like this?

A: No, I don't think it's healthy. Take Armageddon. They say, "We want more effects shots at the end," and the budget goes over. Or they say, "We want you to edit 45 minutes for a presentation at Cannes." That adds to the cost. The Rock got pushed from July to June 7, so we were working three editors on overtime- the budget goes through the roof. That's not the director's fault. I can tell you right now: I'm not giving my fee ever again.

Q: What was your visual game plan for this movie? Did you look at every World War II film?

A: No, I'm not one of those guys who decide to make Pearl Harbor and order up every war movie. I saw a lot of documentaries and I watched this amazing film John Ford shot when he was a photographer for the military. He filmed planes from a battleship, got some great shit.

Q: How do you and Randall Wallace work out the problem of rallying the audience from the horror of the bombing?

A: That's the real movie moment. We had to get the audience back. We needed to have Ben Affleck and Josh Hartnett fight the invading Japanese. We based their story on actual events, on two fighter pilots who went to an airbase off the beaten path and got two planes up and shot down seven Zeros. They were the only guys to get planes up there.

Q: When you signed on for Pearl Harbor, did you say, "I'm going to present a terrific love triangle," or "I'm going to show the invasion as it really happened"?

A: A bunch of visuals means nothing. I was hooked by the love story in Pearl Harbor. Believe it or not, I have a really soft heart and I can be sappy. Wow, that sounds pretty bad. But it's what this movie is driving towards. At the same time, you're taking the viewer on an experience they've never seen before. Some of the Pearl Harbor survivors got upset, saying, "Why do you have a love story? Why can't you just film the attack?" I'd remind them of Titanic. Break it down and you've got a ship sinking, and without that love story, there's nothing to care about. Then they understood.

Q: You have a walk-on in Pearl Harbor, and you've been on-screen before- I saw your performance as an evil frat boy in Mystery Men.

A: Oh, God [groaning]. The director called me up, and I just did it. Actually, it was interesting to wait to days in a trailer to be used for five minutes. I realized, Actors must hate this! I used to think they had such easy lives. Now I've been asked to be in "Felicity," playing a wannabe director who's only into art films.

Q: What makes your partnership with Jerry Bruckheimer work?

A: I can handle the production stuff, and Jerry keeps all the other shit away from me. When you have this large a budget, you can't handle it on your own. It's good to have somebody to bounce things off. Jerry makes it easier.

Q: In Bad Boys, you cast Will Smith and Martin Lawrence when both were TV stars. What made you think they'd mesh so well?

A: After Jerry and Don dropped the idea of doing the movie with Dana Carvey and Jon Lovitz, they were thinking about Arsenio Hall and Martin. I said to Don, "There's this guy who's going to be hot, Will Smith." Then he and Jerry got on the bandwagon. The movie was hard. I'm busting my ass, and Martin's giving me shit. I'm not into bullshit. We laugh about it now, but I said, "What the fuck's up with you? Why are you such an asshole?" I knew he just wanted to see what I was made of. He says, "I'm a black man who never had anything." I said, "You know what? I'm a white man who never had anything, either. And I'm busting my ass to make this movie." We've been great friends ever since.

Q: How do you manipulate actors into doing what you want?

A: Tom Sizemore told me this story about what Spielberg once said to an actor: "I've done four takes on you. I'm going to give you one more, and if you can't get it right, I'm moving on." That's great motivation. There are stories about me, that I'm tough. You know what? I know what I'm doing. When you've got 14 planes in the air, bombs that can kill and 650 people spread out over the length of three football fields, you'd better be loud.

Q: In a recent Movieline interview, Tea Leoni said she'd been knocked out in Bad Boys, and when she came to, you seemed more upset that she couldn't complete the scene than about her well-being. Is that unfair?

A: I think it is unfair. First of all, there was a studio saying, "If you don't get this shot now, it's not in the movie." I've got that on my shoulders. She got whacked in the neck by Martin's stunt guy, and of course I was freaked out by it and concerned for her. But a million other things are going through my mind. What do we do now? She's got to go to the hospital, she's going to be in a neck brace. Can we fake it? There are so many things when you're a director that you don't make known.

Q: On The Rock, you worked with Nic Cage, Sean Connery and Ed Harris. Did you have to prove yourself to Connery?

A: Yeah. I wasn't intimidated because I'd filmed commercials with very famous athletes who had contracts with Nike and would tell me, "I'm dunking once." I'd say, "I'm doing a whole commercial about you dunking." And they'd say, "Well, I'm dunking once, maybe twice." I learned how to deal with these guys. Some directors will cower, but I don't take shit.

Q: So there were no problems at all with Connery?

A: No. Well, on the last day, he did call me a fuckhead. He had to hold his breath for 30 seconds in the water while a fireball blew over his head. He and Nic couldn't come up, or they'd get burned badly. It took me a half hour to convince Nic to go down. He'd say, "OK, so like, if I come up, you're telling me my hair and face will melt?" I'm like, "Yeah, you can't come up." Sean did not like the water. He said, "We should have fucking rehearsed this, fuckhead." I said, "How are you going to rehearse with a fireball? How do you want me to do that on a stage?" He was just tired. He wanted to go home.

Q: Armageddon starred Bruce Willis, who has the rep of taking over movies from weaker directors.

A: I am not that type of guy. I've got the movie in my head, and nobody's going to tell me how to shoot it. I was freaked out when Bruce arrived a month after I began shooting. He started doing exactly what you're saying. We were like two dogs sniffing each other. But it got better once he got comfortable with me. He's been burned recently. All actors want is to not get burned. When I started showing Bruce some scenes, he said, "Mike, if you'd shown me that a little earlier, we'd have been a lot better friends." I love Bruce.

Q: What's your biggest strength as a director?

A: I am very good at handling a huge movie, with a million things going on. I'm very decisive, clear in what I want. I'm very cost-conscious, in terms of how to get the big bang on the screen. I'm very good at making things happen very fast.

Q: Weaknesses?

A: Patience. The politics. I just want to shoot.

Q: Was there one project you desperately wanted and didn't get?

A: Speed. I wanted that bad, before I got Bad Boys. They wanted a more experienced director. Jan De Bont made it his first movie, but he's had a lot of experience as a cinematographer. Then I wanted Drop Zone, which became an ungodly movie, but which I wanted to do because I thought I knew how to make it cool. Sherry Lansing says, "I love you, honey, but..."

Q: Have you ever wished critics appreciate your work more, and give you credit for more than just commercial success?

A: Nope. For me, the great joy is to watch an audience watching what I've made. To hear not a peep from the audience at the right moment, and then to hear the laughs and the cheers.