In Love And War

By Christine Spines

Photographs by Sam Jones May 2001

With his summer epic Pearl Harbor, Michael Bay has faithfully re-created the date which will live in infamy�and made a film that may last from here to eternity.

Ben Affleck was shocked to discover that punishment, of the stand-up-and-take-it-like-a-man variety, was precisely the thing he needed most. He didn�t realize this until he did a weeklong stint in U.S. Army boot camp last year. �It�s the first day, and this dude, Sergeant Donnelly, marches up, looking like he is straight out of Full Metal Jacket, with the Smokey the Bear hat and the ramrod-straight posture,� says Affleck, slouched over a cup of tea (he�s recovering from the flu) and swathed in Gold�s Gym sweats. �He immediately starts yelling at me: �Sit up! You look at me when I�m talking to you!� It had been quite some time since I had been shouted at, and there is something about it that will make you do a lot of things not to get yelled at again.�

There are few remaining proving grounds for an actor to feel like a man�a �real man,� in the Ernest Hemingway�Robert Mitch um sense of the phrase�outside of the U.S. Army and, well, a Michael Bay�Jerry Bruckheimer movie set. So Affleck and a group of his male costars�Josh Hartnett (The Virgin Suicides), Ewen Bremner (Trainspotting), William Lee Scott (Gone in Sixty Seconds), Michael Shannon (Jesus� Son), and Matthew Davis (Tigerland)�were given a double dose of Y-chromosome fortification when Bay sent them off to a bona fide military training camp to prepare for Pearl Harbor. �They put us in with real soldiers training for war,� says Affleck, whose animated storytelling is a cross between a post-traumatic stress flashback and macho one-upmanship. �This was active military, not some wimpy Private Ryan boot camp.� It was a week of pain and humiliation that he now considers, only half-jokingly, �the crowning achievement of my life.�

The actors soon realized that they had no special status with the officers who were training them. �By the second day, I thought, �These guys think I�m just one of the soldiers. And that sucks,� � Affleck recalls. �I didn�t want to make my bed. I didn�t want to clean my gun. And I didn�t want to take my toothbrush to the fucking floor in the bathroom.�

Beyond such indignities, the physical demands were so rigorous that Bremner, a slender Scotsman whose pre�boot camp workouts consisted of the occasional yoga class, collapsed from exhaustion on the last day. �I was hallucinating, I couldn�t walk properly, and my temperature was going bananas,� he says. �They were sending someone to check on me every 15 minutes as I slept, to see if I was still breathing.� Sergeant Donnelly told Bremner he was taking him to the hospital, but the actor refused. �Ewen was like, �I want to finish the mission, sir,� � Affleck says. �You could tell they were thinking, �This kid has balls.� � Bremner survived and was honored by the officers with a plaque sporting two grenades hanging from a rope�the coveted Brass Balls Award. �If it hadn�t been for him, I don�t think people would have stuck together the way they did,� Scott says.

�If the insurance company had known what we were doing with these guys, I think they would have canceled [the training],� says Bay, who adds that his intention was simply to help his cast be all that they can be. But the boot camp�s most lasting benefit may have been that the actors arrived on the Pearl Harbor set inured to any amount of yelling, screaming, or leadership by degradation. In other words, they were well prepared to tackle an epic directed by the demanding and tempestuous Bay. �Afterward I had every confidence that we�d handle Michael and everything else on the movie fine,� says Affleck, who did his first tour of Bay duty on 1998�s Armageddon, an experience he found �very traumatizing.� No one was more surprised than Affleck himself when he re-upped for Pearl Harbor. �Michael is famously hard on people,� he says. �He is hard on himself and he is hard on the movie. And being with him is kind of like water-skiing behind a freight train: You just hold on, and if you get in the way, you�re going to get run over.�

Michael Bay is a bomb about to explode. Hatched from the belly of a WWII Jap anese plane, he is plummeting through the air above Pearl Harbor, headed for the battleship USS Arizona. The chaos of war whizzes by, and then he makes devastating impact with the ship. He crashes through steel decks and sailors sleeping in their bunks, until he lands in the Arizona�s ammunition hold, which is stacked floor-to-ceiling with torpedoes, bombs, and explosives. Kabloom!

Two years ago, Bay was jolted from sleep at four in the morning after this dream, and he started sketching and scribbling notes for an attack sequence featuring something audiences have never seen before: the bomb�s-eye-view shot. Bay had been researching Pearl Harbor ever since Todd Garner, then a Disney executive, suggested that the Date Which Will Live in Infamy might be fertile ground for the action director, whose r�sum� of high-octane popcorn flicks also includes Bad Boys and The Rock. Bay immediately became possessed by the giant helpings of tragedy, drama, patriotism, and explosions inherent in the event. But he also knew that, for the first time, he would be responsible for the sanctity of history. As the catalyst for U.S. involvement in World War II, the attack on Pearl Harbor is considered by many to be the pivotal moment in 20th-century American history. The two-hour bomb raid, which started at 7:55 a.m. on December 7, 1941, killed nearly 2,500 people and demolished four battleships. More profoundly, it represented a collective loss of innocence for America and reminded us of our vulnerability. �There was something about Pearl Harbor that was so heroic, so American,� Bay says. �Talking to the survivors, you get these amazing stories about guys who would give their lives for this country at the drop of a hat.�

Pearl Harbor, which was written by Oscar-nominated screenwriter Randall Wallace (Braveheart), is built around a love triangle involving a pair of boyhood best friends (Affleck and Hartnett) who become fighter pilots, fall for the same woman (Kate Beckinsale), and join forces to retaliate against the Japanese. The attack itself is the movie�s centerpiece and will include depictions of the fate of the Arizona (which was blown to bits within five minutes) and the USS Oklahoma, which capsized�or �turned turtle��by pivoting on one end and slapping down in the water. Bay imagined all this being punctuated by death-defying air sequences, with a swarm of 200 Japanese planes descending upon the flame-engulfed Hawaiian harbor. But the movie�s defining shot, the reason Bay felt he could add his signature to the attack sequence, came to him in that dream. �I had the whole movie in my head before the script was written,� he says. �My whole thing was, if I can�t do this attack totally realistically, then I don�t want to do it. But getting there, I thought I was going to kill myself.�

The scope of the project turned Pearl Harbor into the most expensive movie ever green-lighted by one studio. And convincing Disney to fork over the $135 million was a battle in itself for Bay and his longtime pro ducer, Bruckheimer. As one of the most commercially successful filmmaking teams in the industry, they were fully justified in expecting to get a blank check for a patriotic war picture of this size. But their journey to production, Bruckheimer says, �was the hardest thing I�ve gone through in my 30-year career.�

When the original budget estimate came in at a whopping $180 million, Bay began to worry. �I didn�t want to do a movie that cost that much,� he says. �I kept winnowing the budget down, and it started to get tough around $160 million.� That was the first time Bay quit the project, frustrated by his line producer�s inability to cut costs. Ever the enabler, Bruckheimer stepped in as a buffer. �I told him to make it happen,� the producer says. �I always told Michael we were going to make this movie, no matter what.� Later, Disney�s then-chairman, Joe Roth, had the deal all but sealed when he agreed to green-light the film at $145 million, if Bay and Bruckheimer deferred their fees until the movie made its money back at the box office. But that agreement disintegrated when Roth resigned soon thereafter. �When Joe left, everything fell apart, and [Disney chairman-CEO] Michael Eisner said, �We�re not gonna make it unless you lose another $10 million,� � Bay recalls. �And that�s when I quit again. I said to Jerry, �What do they want from me? I�ve made $892 million for the studio. I�m doing the movie for free.� �  

Bruckheimer and bay persevered nonetheless, shaving costs by striking unprecedented deals with key crew members, who deferred their fees as well. �I think I�m the one that started the deferral process,� says special-effects coordinator John Frazier (The Perfect Storm). �Of any project I�ve done, I wanted to see this one get made. I just said, �Pay me when you get the money.� � Affleck, who can command as much as $10 million per picture, was paid $250,000 and stands to make a good bit more, depending on how well the movie does; Beckinsale (Brokedown Palace) made $200,000, and Hartnett took home a modest $150,000.

Still, Bay quit the project one last time after he approached Eisner with a $136 million budget and the Disney chief held firm at $135 million. �He was making a statement,� Bay says. Feeling that he wasn�t having much of an impact on the practical world, the director turned to the spiritual. �I had my house Feng-Shui�d,� he recalls. �These two women come to my house looking like ghostbusters, and one asked me what was going on in my life. I told them that my movie was stagnating, and she looked right over my bed, where I�ve got this giant Paris clock from 1890, and said, �That�s why you�re stagnating�the clock�s not running. Either motorize it or get rid of it.� So she took it out of there, and literally a week later, things started to turn around again. I swear to God. At first I was like, �What the fuck is Feng Shui?� I couldn�t even spell it. But I tried it, and it happened.�

He whittled the costs down to $135 million, plus a standard cushion for overages, and began production five months later with his budget (and his furniture) properly aligned. But throughout the six-month shoot, he had anything but a Zen attitude. �For people who haven�t worked with Michael, I usually just say, �He�s the guy who runs around and screams and yells and is crazy,� � says director of photography John Schwartzman (Armageddon, EDtv), who has known Bay since they were both teenagers. �It�s just his style. It�s never personal and it�s not malicious. He�s just a very hyper guy.�

Five weeks were set aside to shoot the massive attack sequence on location in Hawaii. Special-effects guru Frazier was asked to engineer the biggest series of explosions in film history, simu lating the demolition of 17 ships. Meanwhile, Bruckheimer and Bay persuaded the U.S. Navy to give them access to its �mothball� fleet of about 50 vessels anchored in Pearl Harbor. But before Frazier could light a fuse to 2,500 gallons of diesel fuel to re-create the Arizona�s fiery demise, he had to contend with Hawaii�s myriad environmental groups. Several months and a million dollars in legal fees later, the production promised to take extensive measures to protect the natural habitat and wildlife. As a result, hours before each explosion, Frazier would send divers into the harbor in search of turtles and whales that might be harmed in the blast. Then he�d send his crew members into the nearby bird sanctuary to protect the eggs from predators. �The biggest fear was that the noise would scare the mother bird away,� Frazier says. �So we decided to just collect the eggs and slip them back into the nest when we were done.�

In stark contrast to these delicate maneuvers, �this film was the most dangerous shit I�ve done,� says Cuba Gooding Jr., who plays Dorie Miller, a real-life Navy cook aboard the USS West Virginia who became a hero when he fired an antiaircraft gun at enemy planes. �The first time I grabbed the gun, they said, �This ship here is going to completely disintegrate while you�re firing.� And I said, �You mean digitally?� And when they said action, most of the crew was behind tarps, and there were things raining down, burning my skin and ears. I remember seeing flames and explosions across the water and thinking, �What have I got myself into?� �

Amid the daily firestorms, low-flying formations of nine WWII-era Japanese fighter planes, called zeros, had everyone on the ground saying their Hail Marys. �Each time the planes flew by,� Gooding recalls, �the tip of the wing was literally four feet from the tip of my gun.� Bay also stationed a group of actors in a tower and asked the pilots to fly �as close as they felt comfortable.� The pilots� comfort zone, however, never seemed wide enough for the men in the tower. �I had to calm down a couple of guys who got really nervous,� says Tom Sizemore, who plays a mechanic who helps the heroes get airborne for their counteroffensive. �One asked me what would happen if the plane crashed into the tower. And I said, �We would all die. But it�s not going to happen.� �

Sizemore was wrong, sort of. One of the planes did later crash into an empty field after grazing a palm tree. But, amazingly, no one was seriously injured. �I was sweating, because one of my guys used a forklift to lift the plane off the guy,� Frazier says. �When we pulled him out, he was covered in soot and gasoline, and he looked really messed up.� The pilot was fine, except for a broken pinkie. But the real shock came two weeks later, when he turned up on the set. �I looked at him, and the guy was 70 years old,� Frazier says. �I thought, �I�ve been standing here for two weeks with this guy flying ten feet over my head? He shouldn�t be driving, let alone flying.� � The production had agreed to let some of the antique-plane owners fly in the film in exchange for the use of their aircraft. Luckily, there were no other major accidents.

Bay had another close call during one of the film�s most ambitious and costly sequences. He had spent months plotting how to create an ultra-realistic shot of the rollover and sinking of the 600-feet-long battleship Oklahoma. After brainstorming with Frazier and Indus trial Light + Magic digital-effects supervisor Eric Brevig, they decided to build the first 200 feet of the ship, to scale, inside the giant tank in Mexico in which Titanic was shot. Frazier designed the world�s biggest gimbal to rotate the 700,000-pound structure so that it could belly flop onto the water. �We had 200 stuntmen on top of the ship, and then we picked it up 25 feet in the air and rolled it over,� Frazier recalls. �In the process, we crushed a lifeboat.� Once the live-action sequences were filmed, ILM digitally grafted the remaining 400 feet of the ship onto each frame. �We weren�t sure that we could pull it off,� says Brevig, whose crew built a replica ship that was one-twentieth the size of the original. �We copied it digitally and exaggerated all the imperfections, like scratches on the ship. Working with Michael is very much about presenting stuff that looks cool to the audience. Even though we�re telling the story of a horrible disaster, day-to-day you have to think about how to make it visually compelling.� And if anyone objected to Bay�s aggressive aesthetics, the wiry director would hold up his hand and repeat his mantra (which Affleck had printed on T-shirts he distributed): �Guys, just trust the box office.�

Michael Bay�s commercial instincts are purely unconscious. He has always been drawn to iconic American ideals such as innocence, hard work, and the individual who prevails over the system. It�s a sensibility that has been extremely profitable for him ever since, at 12 years old, he started a lawn-mowing business with Schwartzman called Nice Boys Do Nice Work. Although Bay, who was adopted, grew up in a solidly middle-class Los Angeles household�his father was an accountant and his mother was a child therapist�he always feared that he would be beaten by the odds against succeeding in either of his twin passions, baseball and film. As a result, he would be doomed to drudgery in the family business. �My grandfather used to say, �You can try this film stuff, but you�re going to work in the jean business with me,� � Bay recalls. �And I�m like, �Oh, God, I don�t want to stone-wash jeans.� �

Consequently, Bay anchored himself in the artistic mainstream. There is no darkly self-indulgent art film hidden in his closet. �My fellow film students at Wesleyan were all art-house people,� he says, �and they hated me because I was in a fraternity and played baseball.� Even then, he had no tolerance for arty pretension. He turned down USC�s film school because the people there were too �arrogant,� and he went instead to Pasadena�s Art Center College of Design. The work that launched his career was a student film in the form of a Coke commercial, based, ironically enough, on the famous Alfred Eisenstaedt picture of the WWII sailor and nurse kissing in Times Square on VJ day. In many ways, there�s not much difference between the Bay of Pearl Harbor, blasting dozens of military ships to kingdom come, and the ballsy grad student who cold-called the Navy and convinced them to let him use a battleship for his student film.

Seizing upon Bay�s gift for powerful mass-market imagery, Don Simpson and Bruckheimer, the producing team responsible for such hits as Flashdance and Top Gun, hired him to direct a music video for Days of Thunder. �He�s the George Lucas or Steven Spielberg of his generation,� says Bruckheimer, whose talent for flourish and exaggeration is offset by his perpetual deadpan. �I saw it in his early work as a commercial director, and I saw it in Bad Boys.� That 1995 Bruckheimer-produced picture was Bay�s first feature, and it was a fixer-upper from day one. �There were holes in the script that you could drive a truck through,� says Bay, who ended up writing Columbia Pictures a check for $25,000 to shoot an explosion that the studio refused to cover. �And after the movie made $60 million, I still had to beg for my money back.� But the surprise success of Bad Boys established Bay�s relationship with the legendary producer; the two now share a kind of complimentary alchemy. �Michael has no guile whatsoever,� Affleck says. �And Jerry is the polar opposite. He is much more savvy [about] marketing and promoting movies.� Bruckheimer quietly puts out the fires while Bay churns out the hits. �I�m not a good politician,� Bay admits. �But I say what I feel and that�s just the way it is.�

The hazing process on Bay movies is no secret. �We break people in,� says the director, who tests his actors� survival skills both by putting them in dangerous situations and by giving them the impression that their performances, and even their jobs, are in peril. �I felt like Michael was going to fire me for the first month of Armageddon,� Affleck says. �And most actors are very uncomfortable if they don�t feel like the most important thing happening from the minute they get to the set until the minute they go home.� This attitude does not sit well with Bay. �I don�t take shit from actors,� says the director, whose head-to-toe faded-jeans ensemble and wispy David Cassidy hairstyle make him look like he stepped out of a �70s-era Levi�s commercial. �Getting 12 women into lipstick was the hardest thing about making this movie. I would have a shit fit. I�m the type of guy who will personally go knock on actors� trailers.�

Surviving Bay�s tirades wasn�t easy for the five women known on the set as �the gaggle��Beckinsale, James King (Blow), Catherine Kellner (Shaft), Jennifer Garner (Dude, Where�s My Car?), and Sara Rue (Can�t Hardly Wait), all of whom play nurses. �Men never know how much time it takes for girls to get ready,� Kellner says. �And then somebody yells at you and tells you to go make yourself look better.� As a result, the women relied heavily on each other for estrogenerous support. �We had something called the Madonna Touch-up,� Kellner recalls. �When somebody would yell and one of us would lose it, we would all be jetted to the makeup-and-hair trailer. And then we would play �Vogue� and cry our eyes out really hard and just boogie. We have some hilarious pictures of the Madonna Touch-up taking place.�

Unfortunately for the gaggle, Bay had his camera trained on them during one of the most unexpectedly revealing moments of the shoot. The women were standing on the deck of an historic battleship for a sweeping panoramic shot, when the helicopter camera flew by and created a powerful gust. �Our skirts just flew up in our faces, and the entire ferry boat behind us was filled with actual military,� Kellner says. �I�m pretty sure nobody was wearing any underwear, so they all got a good view of our asses and garter belts. Then Kate turns to me and says in a really steely tone, �I shall always remember this as the day I lost my mystery.� �

Given all the gung-ho elements of Pearl Harbor, it�s genuinely baffling when, months later, Beckinsale insists that she had no idea she was signing on for a blockbuster. �The script just felt so romantic, like a war epic,� says the 27-year-old English actress, who has spent most of her career working in indies such as The Last Days of Disco. �Then you get there, and you realize you are in a Michael Bay�Jerry Bruckheimer movie, and you find out what a blockbuster means.�

One of the first things she discovered was that having a child (her daughter, Lily, is now two years old) had made her allergic to all physical danger, both perceived and real. �I would turn up for what seemed to be really innocuous scenes and be fearing for my life,� recalls Beckinsale, looking a bit like fine china, beautiful but breakable in her fairy-princess�pink chiffon gown, full makeup, and crimson toenails. �The first day, I had to go into the ocean with Josh [Hartnett], and I had never done any swimming in the middle of the ocean. So we were out there trying to kiss each other madly, and we were spitting salt water into each other�s mouths. I was so concerned that Michael would call me a wuss. And here I was crying on the first day.�

Bay�s low tolerance for wusses may have inadvertently produced some of the film�s best method acting. When Bremner asked him for direction in a war scene, Bay replied like a drill sergeant: �When fucking Pearl Harbor happened, do you think everyone knew what they were supposed to be doing?� He insists that his minimalist directing of the actors was sometimes intentional. �I would just say, �You�re running from point A to point B,� and sometimes we�d put bombs there, just to get the actors all rattled up.�  

The twenty-two-year-old Hartnett, who has more screen time than anyone else in the movie, took Bay�s playfully Darwinian initiation tactics the hardest. �At first Josh was like, �What the hell have I gotten myself into?� which was much like Ben was on Armageddon,� Schwartzman says. �There are a lot of people who just go, �Holy shit. Get my agent on the phone. I didn�t sign up for this.� � Hartnett, who read Othello between takes, approached his role like a diligent freshman; Bay was the cocky upperclassman looking to test the young actor�s mettle. �He was very serious, and I told him, �Josh, you�re giving me too many moments,� � Bay says. �Not every word is precious. It�s something actors have to learn.

�I once said to Josh, �I don�t know what went on in your dark little childhood, but I�ve got to tell you to smile once in a while,� � he continues. �Once when he was laughing between scenes from an offscreen joke, I said, �Cut, print, and send that fucking smile to ILM, who will digitize it and put it all over the movie.� �

Hartnett found his support among the older actors. �I thought he handled himself with extraordinary grace and right-headedness,� Sizemore says. �He wants to be a great actor�that�s his focus. He doesn�t want to be a pinup.� But, like Leonardo DiCaprio, Hartnett may be destined to spend some time as a reluctant teen idol. �He is such a pretty guy; he�s going to become all of the Backstreet Boys rolled into one,� says Affleck, who is not unfamiliar with the instant-heartthrob phenomenon. �In a way, it�s a disservice to him, because he does some really good acting in the movie. But it�s kind of a relief for me to let him take his shirt off and do the beefcake stuff, and I�ll do the more adult stuff.�

Affleck is very aware of critics� natural predisposition to trash a movie like this. After Armageddon was released, he resisted the suggestion that he was on the crest of the next wave of action stars, and when he was first approached about Pearl Harbor, he wasn�t keen on the idea. But he found himself intrigued by Bay�s passion for the subject and sensitivity to its historic significance. So he read the script and then gave it to the toughest critic he knows. �Gwyneth [Paltrow] was always teasing me, saying, �Don�t do these boy movies. Come do a costume drama,� � says Affleck. �So she read it and cried and said, �You�re right, this movie is actually good.�

�My friends who are actors all gave me endless shit, because all they know is that Pearl Harbor means Armageddon,� he continues. �And no one is gonna say that this is an actor-driven movie. But when I sat down with Michael, he said, �I don�t want you to be the way anyone has ever seen you before. I don�t want anybody to seem contemporary or to have any irony.� He said he wanted to take history and give you a visceral sense of what it was like.�

Bay�s visceral approach is both the source of his enormous success and the catalyst for many of his struggles. Both onscreen and off-, he has always been compelled to dive-bomb into perilous situations and sort through the fallout later. He�s still grappling with the outcome of one such gutsy endeavor, when, at 21, he decided to seek out his birth mother. After convincing someone at Cedars-Sinai hospital to give him access to confidential records, he tracked down the woman who put him up for adoption shortly after he was born. In the years since his one meeting with her, quiet speculation has begun to circulate that Bay�s birth father might actually be another notoriously prickly director, John Frankenheimer (The Manchurian Candidate, Ronin). �It�s a strange thing, being adopted,� Bay says cautiously. �All I�m going to say is that we�ve spoken.� He pauses to ponder the suggestion that if Frankenheimer were his father, it would be great support for the theory that artistic temperament is genetic. �Could be. We do both have kind of a tweaked smile,� he says, grinning. �Ben�s worked with us both. . . .�

�Look, they�re both friends, and I do want to respect their privacy,� says Affleck, who screened a print of Armageddon for Frankenheimer when they worked together on last year�s Reindeer Games. �I will say that neither one is easy to like the first time you meet him. But after you get to know them, you can�t help liking them. Neither one is great at P.R., so I think they�re both misunderstood.�

It�s hard to misunderstand Schwartzman, who seems to inadvertently confirm the relationship when he tells the story of his wife watching Frankenheimer on TV. �Before she knew John Frankenheimer was Michael Bay�s father,� Schwartzman recalls, �she said, �God, that�s what Michael is going to look like when he gets old.� �

For the moment, Bay is more concerned with his legacy than his origins. Pearl Harbor, whose captivating trailer has been generating a �Who knew he had it in him?� buzz, is his best shot yet at appealing to the one group of moviegoers he still has to win over. �If we made movies for the critics, we�d both be out of business,� Bruckheimer says flatly. Even this time, with the weight of history on their side, it�s not going to be easy. Already, concerns are being voiced by some veterans and historians that liberties have been taken with the events�that Cuba Gooding Jr.�s character, for example, is shown shooting down planes, which he may not have done in real life.

With Pearl Harbor nearly completed, there is still a purity to Bay�s excitement. He is the kid with a great art project he can�t wait to show the world. And he�s more than a little proud of having done it for a price. �I gotta show you the final cost report,� Bay says, summoning his assistant into his office with a document. �I want you to see this. This is very confidential.� Bay�s crooked grin spreads wide as he scans the Walt Disney Company internal memo about estimated final costs on his movie. �Right here! Total overages: $210,000.� He beams and waves the piece of paper. �Hello! Hello!�