By Martin A. Grove

"Pearl" power: Memorial Day weekend typically sets the tone at the boxoffice for the summer season that follows. Understandably, Hollywood always has a lot riding on how much firepower is generated by Memorial Day's big guns.

This time around there are particularly high hopes for Disney's much anticipated "Pearl Harbor," an epic love story set against a visually spectacular World War II action drama.

Arriving May 25 at 3,000-plus theaters, "Pearl" was directed by Michael Bay, produced by Jerry Bruckheimer and Bay and written by Randall Wallace. Starring are Ben Affleck, Josh Hartnett, Kate Beckinsale, Cuba Gooding Jr., Tom Sizemore, Jon Voight, Colm Feore, Dan Aykroyd and Alec Baldwin. "Pearl's" executive producers are Mike Stenson, Barry Waldman, Randall Wallace, Chad Oman and Bruce Hendricks.

Given Bay and Bruckheimer's enviable track records, the film's high recognition title, the huge boxoffice potential that's built into the Memorial Day holiday weekend and the fact that there aren't any other wide openings competing for moviegoers then, "Pearl" is a good bet to kick off to explosive ticket sales.

I had the opportunity to focus on the making of "Pearl" with Michael Bay in a conversation taped recently at Wolfgang Puck's Spago Beverly Hills for American Movie Classics' "Behind the Screen" series. The interview, airing Monday, May 28 on AMC, was done shortly after Bay had finished the film's final edit and was moving full speed ahead in post-production.

Given all the media coverage "Pearl" has gotten in terms of it being the biggest budgeted movie ever to be green lit, I began by asking Bay how he felt about that attention. "It's kind of a funny term to describe a movie," he replied, "because when you look at movies like 'The Grinch,' that's a higher budgeted movie. You look at 'Titanic' (which) was green lit at $100 million or $110 million. It went to $200 million and something. We were green lit at $135 million and we had a $5 million cushion, which made it $140 million. We came in at $140 million. They also put the caveat (in the deal) that I was responsible for all the overages. So I can assure you that I would come in on budget. But we had a lot of prep time to make sure that (it could be done on budget). We had about a year of prep time."

Although the idea of turning the Japanese bombing of Pearl Harbor during World War II into a movie now seems perfectly logical and a good bet to do blockbuster business, it didn't necessarily seem so at first. Where did the idea come from? "Literally (from) Joe Roth, who ran Disney (as studio chairman then)," Bay told me. "I had a deal with Disney and I said, 'Joe, I don't really have a movie that I like that's over at your studio and I'm going to go do 'Phone Booth' with Will Smith. It's a little teeny tiny movie. We're going to do it for $10 million.' Joe Roth wasn't too happy with that. He said, 'Come by my office and we're going to pitch you 20 things.' And, literally, the twentieth thing was a guy raising his hand, who was a friend of mine, and saying, 'Would you like to do a movie on Pearl Harbor? Something that would involve a love story.'

"My first thought was, 'Who would be crazy enough to attempt to do a movie like this of this scale and scope?' Pearl Harbor hasn't been attempted since 'Tora! Tora! Tora!', which was, what, 30 years ago. I said, 'The battleships don't exist anymore. There's only one original Flying Zero left in the world. But, you know what, I'll entertain it.' Actually, Jerry Bruckheimer was interested in this idea, as well, (and so was) Randall Wallace, the writer of 'Braveheart.' Basically, they gave us a lot of reading material for Pearl Harbor. We came together about a week later totally fascinated with the idea. But my challenge was to see if I could even recreate this. So I got on a plane and flew to Ford Island, where most of the attack happened at Pearl Harbor. I was surprised to see that the base was basically left intact. The bullet holes are still left in the ground from the Zeroes when they were strafing. They leave all the bullet holes in the walls as a reminder. It's a very hallowed ground to the American military. And the bases are some of the prettiest I've ever seen. It just had a great period feel."

Looking at it first hand, Bay realized he could make it work as a movie: "It then came down to, 'Digitally, what could we create?' Through investigation I found a World War II aircraft carrier that I needed for the movie as well as an Arizona class battleship that was in Texas. It's in Houston and is called the U.S.S. Texas. From there I started to have meetings at ILM (Industrial Light and Magic) to see what we can use real and what we can create digitally. It would only work if it was dead real. From there they showed me 'Saving Private Ryan.' There are about 85 effects shots in the movie and they showed me how they recreated the battle and they did it so realistic. But what I was asking for was a much bigger scope of a movie because this is, basically, an air (and) battleship war where the fleet is sinking right in front of your eyes. They proved to me that they could digitally recreate some of this stuff. The technology has advanced each year so much more than like what you had in 'Titanic' (in 1997). The water's gotten better. Digitally, you're able to build a portion of the ship and extend the rest out."

I mentioned to Bay that when Wolfgang Petersen was my guest for a similar interview on AMC and we were talking about how he filmed "The Perfect Storm," Petersen explained that by using computer models of the fishing boat he was able to test out using 50 foot waves versus, say, 60 or 70 foot waves. "We did a lot of simulations," Bay noted. "I have a feeling that subconsciously everyone knows how planes fly. When you see a digital plane you realize something's wrong with it. You don't know what, but something in your mind's telling you it's not right. So what we did is we photographed real World War II planes. We actually found a real Zero, the only flying Zero in the world, that we shot.

"When we were making peace with Japan, part of the treaty was that we were able to destroy all their Zeroes, all their planes. We actually made Japan destroy all the documents to rebuild one of these. I found some plane nuts, these guys who collect these planes, at the Museum of Flying in Santa Monica. These are very industrious guys that have actually found a couple of Zeroes that were sunk under the water. They raised them and they rebuilt these things in Russia by getting these ancient Japanese plans in an ancient Japanese language. There were only eight people who can transcribe this. These plans were done in this ancient Japanese language for secrecy. So they had to be transcribed into English and then into Russian and then these planes were rebuilt in Russia."

These planes were photographed in detail and, Bay said. "The footage was sent to ILM. And from there, they would digitally hand off a real plane to a fake plane. You'd see the fake plane and go into the water, crash, burn and rip apart. They were taking some of the software they invented for (George) Lucas' fourth installment of 'Star Wars,' where the pod chase breaks up. From there, they kind of perfected that."

While it sounds as though there's nothing that Hollywood's effects wizards can't create now, Bay pointed out, "I really believe you need to do a lot of it real to make it realistic because you can always tell there's something fake about computer graphics. But it has allowed us to do things like recreating the attack on Pearl Harbor to make it feel like you're there. Literally you see this fleet. One of our main things in this movie -- I don't want to give it away -- is the sinking of the Oklahoma, which took five torpedo hits and sunk, they say, in eight minutes. So you've got this battleship with 2,000 guys on it that just rolls over and goes belly up.

"For the movie, we built the world's largest gimbal. It's about 190 feet long. It's the front end of a battleship -- like a front end of a battleship that rolls all the way upside down and goes under. The thing was massive. It was built down in the 'Titanic' stage. From there, we shot that with the stuntmen on (board). ILM will add the planes. They'll add the fleet behind (the Oklahoma). They'll have computer guys mixed in with our real guys. That's how we got some of these epic shots."

It's only been a few years since Bay and Bruckheimer teamed up to make the 1998 blockbuster "Armageddon" for Disney. Has the state of the art in visual effects advanced as enormously as it seems? "I think so," Bay said. "Every year it's taking major jumps. Some of the toughest things (to create digitally) have been water, fire and smoke. ILM's making great breakthroughs on 3D smoke. There was a lot of smoke at Pearl Harbor. We needed very thick black smoke. Those are the little things that get computer graphics people excited."

Clearly, the job of being a movie director today is a lot tougher than it was years ago when all you had to know was where to put the camera. "Wouldn't that be easier?" Bay asked. "I want to do one of those movies. It's tough because when you're doing a movie like this, you are responsible for the lives of all these people on the ground. When you're having these very old planes, pushing them to the limit, flying 20 feet over their heads with bombs going off, there's a lot of safety involved. It's not as easy as just saying, 'Action!'"

What do you do to make it as safe a shoot as possible? "Well, for one, you hire some of the best crew people around and some of the best pilots around," he replied. "And there's a level of trust and there are safety things you do (such as) where the plane can ditch, if it has to. When you don't need to put people through the real paces, you can actually digitally move the plane from here to here right over them. But it's basically working with great people."

Asked how he works as a director, Bay explained, "Once we came together to do this idea, we tried to figure out what the story was. I wanted to start prepping the movie before there was even a script. What I did was, after the months of research on the attack and what happened, I started in my mind to cobble together how I visualized the attack. While Randall was writing the story, I was in contact with him every day (and talked about) elements that we were able to shoot. The biggest elements that appealed to me in the attack on Pearl Harbor (were those that) showed the great loss of innocence and the true American heroism come about. I started to prepare for those in terms of how (for example) the bomb on the Arizona was going to blow up the ship. They say (that bomb) was dropped from 10,000 feet, an armor piercing bomb, 1,700 pounds. The theory is that it landed near the second gun turret and it punctured through four stories into the magazine room where they kept the gunpowder. That's why the survivors say that, literally, the ship leapt nine feet out of the water and then went right under and landed 40 feet under.

"I came up with ideas like the Arizona bomb dropping down and, literally, we follow it from a bird's eye point of view .We did animatics a year and a half ago. It's like a cartoon. We took a satellite image of Pearl Harbor. We knew where all the ships were. We had a computer program that can fly planes through. And from there it's as simple as -- go home, think of shots, come in and talk to the three animators and say, 'Okay, we're going to make the Arizona bomb shot drop and I want to follow it from this perspective.' So in a crude way, you started to see this attack come to life. It became a little cartoon, a two-minute cartoon that we used to get the military on our side. We showed it to the Secretary of Defense on down and (proceeded) slowly because we were (asking to go) into Pearl Harbor.

"The admirals there were saying, 'You know what, we're gonna have to divert nuclear subs. We have a huge exercise where different fleets from around the world come together. We don't know if we have enough time to help you with your movie.' But once we showed them the cartoon -- the cartoon had some music to it, some 'Thin Red Line' music -- there were tears in their eyes. The attack happened a hundred feet outside their office. The weight of the movie is what got them caught up (in helping with the project). I said to the admirals, 'You know, it's very easy for you to say no because it's going to take a lot of extra work. But I guarantee you that once this movie's done you will feel proud you did it.' We involved all the men and women on the base. We used them as extras. We used their kids. The Pentagon gave us amazing support with some naval historians and army historians. There was a whole camaraderie thing that came about on the base."

Had the Navy refused to cooperate, could Bay have still made the movie? "No. We wouldn't have done the movie because it just wouldn't have felt real," he acknowledged. "You know, there's a scene at the end of the movie where we show some real footage of the sunken Arizona. It just wouldn't have had the realism."

Could they have gone instead to Malta to shoot in the tank there? "You could, but I just felt it wouldn't have the impact or the weight," he said. "I was directing one day and sitting in my director's chair and leaning over and just seeing the bullet strafing marks right under my feet, there was (such) a magical feeling of shooting right where it happened."

Focusing on how he shot the movie, Bay told me, "It sounds like a very odd process, but I had to prove to myself that we could make this attack look real. Otherwise, it wasn't worth doing the movie. I had to prove to myself we could do it real, we can enhance (it) with visual effects and we had the locations where we can do this. As Randall was writing, I was devising these shots, certain sequences in the attack that to me were the highlights of the attack on Pearl Harbor. It's as simple as flying into Pearl Harbor to just go scout around and take millions of pictures. I'm in a plane flying in and I see Ford Island and in the background I see 30 to 40 ships sitting parked out there. I landed and said to one of the admirals, 'What are all those ships doing out there?' He said, 'Oh, those ships are used for target practice.' I said, 'Really? Target practice. What do you do with them?' And he said, "Well, we sell them to Mexico. We sell them to Guam. We blow 'em up.' And I said, 'Really? Can I get a boat ride and we go look at those ships? And would you mind if I blew a few of them up?'

"It took about nine months to get approval to do that, but I figured once you study the old ships and you study the new ships, these are like '50s era and the '60s era. Once you cut them in at the moment of impact and the explosion kind of masks them, you can kind of double them for certain ships. Once I learned through the location scout what I was able to shoot that's when I would come back to Randall and say, 'Okay, Randall, I think we can do this in the attack and we can do this in the attack. We know we want to focus on this strong woman in the hospital. The attack is where we kind of focused to see if the movie could even be made and made for a certain price."

As he talked about blowing up those ships, Bay was smiling like a kid in a toy store. "Orson Wells said (making movies is) the largest train set for a boy. It was fun. I do have a big smile on my face because I can't tell you (but) there were 700 extras, bombs were going off, 14 planes were flying in the air and you call them in for an air strike. I mean, it was fun. But, also, the crew had great respect doing this movie. When we were on a location scout with about 80 department heads, I took them around one of the old officer quarters. I said, 'This officer quarter was here. A torpedo hit right here.' And then there was a plaque' and they all kind of congregated around this plaque. They looked at the plaque and there was dead silence. And from there you saw about 400 feet out was the sunken Arizona. And they were quiet for three minutes. I looked at the studio executive who was the guy who had said to me, 'Would you like to do a movie on Pearl Harbor?' I said, 'Look at this.' People were very inspired to do this movie right. As you know, it was the talk of the town that it was green lit and un-green lit. They said the first (budget) was too expensive. We brought it down. Joe Roth left (Disney). They un-green lit it again. I had to hire and fire my crew three times. These were people I worked with for years and they stuck with me. We were able to do it with certain (salary) deferments. Certain equipment houses that had never given a deferment to a movie felt like they wanted to be a part of this. Stan Winston is one. I said, 'Stan, I only have a couple of hundred thousand dollars and I know the (special effects) stuff we need and we're calling for is much more expensive to make these bodies and body parts and this very complicated make-up. He said, 'You know what? I just want to be part of this movie.'"

Of course, it doesn't sound right to be crying poverty with a movie with a budget of around $140 million. "People don't understand the amount of labor that goes into making a movie like this," Bay pointed out. "I mean, there is one shot where six of these battleships are being blown up. Some of these guys worked on 'Apocalypse Now,' physical effects guys, and they said this is one of the biggest film explosions that's ever been done. It was complicated because it was 450 bombs going off in seven seconds and you had flying planes in the air and you had to avoid not hitting a prop with any debris. That was rigged for about a month and a half. There's a lot of lead time (that was necessary) for protecting the ships. It's all these little things that go into it (that add up to a big production cost)."

Obviously, that's the sort of shot a director doesn't want to miss getting right. "We had divers diving under those ships to make sure there were no turtles that were hurt," he said. "There were 12 cameras shooting at the time. It was like the Hawaiian sun coming in and out. It was like you have all these planes shooting at different levels and we're trying to get a Japanese plane behind one of the ships exploding, so there was a lot of things coordinating."

Demanding as all this was, with Bay's depth of filmmaking experience, to a great extent he'd already been there and done that. After beginning his career directing award-winning commercials and making high-profile music videos through Propaganda Films, Bay's feature directing debut came in 1995 with "Bad Boys," which grossed more than $160 million worldwide. A year later, his second film, "The Rock," brought in over $300 million worldwide. He followed that with "Armageddon," which did $550 million-plus worldwide.

"What was new for me was the film commission said, 'Your film needs to be blessed by a Hawaiian priest.' I went, 'Okay, this'll be fun.' I figured he'll come for three minutes and he'll put a nice flower lei around (me)," Bay recalled. "Our days in Hawaii were very expensive because we had an air crew and we had a water unit. We had many units going at the same time. So our labor was extremely expensive every day. This Hawaiian priest starts talking for three minutes, five minutes, 10 minutes. Now I'm getting into serious money because he started talking for 35 minutes. He's talking about the Hawaiian volcanoes and the gods and why this movie's important. And I thought it was great stuff, but when we added it up he spent about $50,000 of our first day. So I was already behind before I even started shooting a drop of film. But I thank him now because during the shoot with the massive amounts of stunts and the dangerous stuff we had, we had two sprained ankles a split open head (where a) guy needed stitches and that's it. That's pretty great for the complicated stunt kind of movie that we did. Thank God for this Hawaiian priest. You know, I'm going to look him up again."

Turning to the film's human side and the love story at its center, Bay told me, "You know, this is not just about explosions and war in this movie. It really has a great love story. I knew I wanted to discover a new woman (for this film). The woman's the central character of this movie. We looked in England and Australia, in Sweden, in Canada, New Zealand. We found her in England -- Kate Beckinsale. She's a great actress. She's been in four movies, small movies. But (she's) someone that really would appeal to women. She's playing a very sensitive role. It's a love triangle. Once we got her, we searched around for who would be the two male leads. I found Josh Hartnett. He was actually the first guy to audition for one of the roles. And I'm like, 'Ah, you can't pick the first guy who comes into your door. It just doesn't work.' So his agent said, 'You should look at him again.' I did and we screen tested him. And then we got Ben (Affleck) on board. I had worked with Ben on 'Armageddon' and he was just right for that age. We did a lot of research on the real combat pilots of that day and (by doing so) that's where we got a lot of Ben's character."

Despite having so much physical stuff going on while making "Pearl," Bay was still able to find a quiet place to work with his actors. "But I must tell you the hardest thing about doing this movie was getting 12 women in period lipstick," he said. "It was much harder than blowing up six ships and having 14 planes in the year. Waiting for period lipstick -- that's where I go crazy! I don't know why period lipstick takes so long, but it just took them forever. But there was a lot of quiet time and we did several weeks of rehearsal. I like to start a movie where I ease the actors in because the vibe of the movie is really created in the first two weeks of what you shoot. I think it sets a tone for the entire movie. It sets a tone with the crew and it sets a tone with the actors. You don't want to rush them into stuff that's too sensitive. Especially with this love story, it takes chemistry time and they need to bond."

Asked about the film's human component, he noted, "With a movie like this, I wanted to get into the minds of the survivors. There was a moment in San Diego when I met with about 80 survivors (and) it clicked for me, this entire movie. I said, 'I have to do this movie and I'm not going to let go until I get it on the screen.' There was one man, who was 83 years old, telling me a story where there were men burning in the water and he was in a little motor launch and he had to leave them. He had tears pouring out of his eyes. He let me in on the most intimate stories of that day. The amazing thing is they don't tell all these stories to each other. So in doing a movie like this I tried to get into how it really was with the real people that were there. I tried to introduce the actors to these people. What I want actors to do is take a bit of reality that they learned from these people that were there. I want them to start building their characters and I want them to do their own research. I'm very specific when I come on the set of what I'm looking for. I walk about what are the key moments in the movie that are make or break with the relationship or whatever the character arc is. We discuss all this before we ever shoot a drop of film."

Before shooting "Pearl" did he watch any classic war movies as preparation? "It's not necessarily like, 'Oh, I'm going to watch every war movie ever made.' I didn't approach it that way," he replied. "What I did was I had my office get as many documentaries and (as much) combat footage as I could possibly see and, also, the classic photographs of the time. I was a History Channel buff. That's what I was interested in because I was looking for the reality.

"What's different about 'Pearl Harbor' -- we had one of the admirals of the Pacific Fleet and some other admirals just watch the movie and they said, 'This is like an attack you've never seen on film before in terms of the scope.' When I was preparing 'Pearl Harbor,' 'Saving Private Ryan' and 'The Thin Red Line' had come out. When you compare 'Saving Private Ryan' to 'Pearl Harbor' (in terms of) just the events -- the D-Day invasion is more about blood and guts and hand-to-hand combat whereas 'Pearl Harbor' is much more about surprise, loss of innocence, the spectacle. Because it was such a swift attack. It lasted about an hour and 45 minutes. It was an air-sea war (with) battleships sinking. I obviously watched those movies and trying to figure, 'Well, the world having seen those movies, how am I going to make this one different and feel different?'"

(Martin Grove is seen Mondays at 8:35 a.m., Pacific time on CNN and heard weekdays at 1:55 p.m. on KNX 1070 AM in Los Angeles.