Sunday, May 20, 2001
COVER STORY

Marshaling All of His Forces

Some wondered if Michael Bay was the right person to make the $140-million epic "Pearl Harbor," but he never had any doubt.

"What you have to understand about Pearl Harbor is that it was probably the most controversial military event in 20th century history. It's still controversial today. Anyone who takes on a Pearl Harbor movie is going to face that."
              �Former Air Force Capt. Jack Green, curator branch, Naval Historical Center, Washington, D.C., and advisor on the movie "Pearl Harbor."

  Michael Bay arrives at the Cary Grant Theater on the Sony lot in Culver City dressed casually in a white, knit shirt open to the chest, faded jeans and scruffy athletic shoes, and takes a seat at a mammoth console. The 37-year-old director is here to coordinate the final sound mixing on Disney's $140-million World War II epic, "Pearl Harbor."

     On a large screen before Bay and the sound technicians, Japanese Zeros scream out of the sky in hot pursuit of two American fighter planes that have scrambled to engage the enemy after Japan's sneak attack on Hawaii on Dec. 7, 1941.

     As the enemy planes swoop in for the kill, American soldiers and sailors, caught off-guard by the early-morning raid, blast away at the incoming Zeros with their rifles, machine guns and shipboard antiaircraft weapons. The screen is filled with men dying, battleships exploding and smoke belching skyward.

     The decibel level inside the theater is nearly deafening as the planes spit out their machine-gun fire in a wild roller-coaster chase that threads between burning hangars and sinking ships.

     "Wooo! Good shooting boy! Nice shot!" Ben Affleck yells at Josh Hartnett, who star as American fliers in the film.

     The sound dies and the theater falls silent. Bay is not pleased by what he hears and looks over at one of the sound mixers.

     "We need a lot of work on it," he says. "It kind of goes 'Tut-tut-tut.' It doesn't sound like two planes firing. You definitely need one more."

     Another scene unspools—this one of Japanese planes streaking after the American fighters as U.S. servicemen in a tower try to blast the enemy out of the sky.

     "I'm not getting that thing where you feel that 'Wow!' " Bay tells the mixers. "We've really got to hit that!"

     It is exactly this attention to detail that gives "Pearl Harbor," which opens Friday, its head-pounding, high-octane action, and has turned Michael Bay into what former Disney studio chief Joe Roth calls "the most commercial and winningest moviemaker in the movie business."

     Since coming out of rock videos and TV commercials in the mid-1990s, when he drew attention for his vivid visual style, Bay has linked himself with veteran action producer Jerry Bruckheimer ("Days of Thunder"), and together they have achieved incredible box office success.

     Their first film, "Bad Boys," a 1995 formulaic actioner for Columbia Pictures starring Martin Lawrence and Will Smith, grossed $160 million worldwide and turned the TV actors into stars. "The Rock," an action-filled yarn about a Marine general who takes over Alcatraz starring Sean Connery and Nicolas Cage, brought in $300 million for Disney the next year. In 1998, "Armageddon," a theme-park ride starring Bruce Willis as an oil-well driller turned astronaut on a mission to save Earth from an asteroid, raked in $550 million worldwide for the Mouse.

     Today, if you mention "a Michael Bay film" to anyone knowledgeable about film, the phrase immediately conjures up an entire genre, much like a Hitchcock or a Capra. How many directors can say that?

     Critics may complain of dizziness after watching Bay's staccato editing, wince at the ear-shattering noise, and guffaw at the clich� dialogue that often accompanies the images on screen, but no one can dispute that Bay knows his audience.

     "He's got a real keen eye," Bruckheimer said. "His gut is in the heart of the country."

     Now, Disney's Touchstone Pictures and Bay are rolling the dice on "Pearl Harbor," with much at stake for both parties.

     For Disney, the film is a chance to break out with a live-action summer blockbuster in the midst of a worrying year economically. In March, the Walt Disney Co. announced it was eliminating 4,000 full-time jobs, or 3% of its work force, by the end of the year—the biggest single staff reduction in Disney's history.

     For Bay, the film is an ambitious attempt to, at last, be seen as a different type of filmmaker.

     After years of being pummeled by critics who see him as a great Satan and symbol of what Newsweek magazine once said was "Hollywood capitulation to mindless, meaningless, razzle-dazzle—a poster boy for the death of cinema," Bay has embraced a subject not only percolating with action—his forte—but packed with controversy, political drama and even a love story that transcends generations.

     Jeanine Basinger, who runs the film studies department at Wesleyan University in Connecticut, where Bay studied cinema in the mid-1980s, wonders why people are so quick to judge her former student.

     "He's only made four movies," Basinger observes. "People should stop and think, John Ford made over 100 movies, yet Michael was typecast after [his first] three movies."

     Why does she think this is so?

     "It's a tribute to the power of his images—they move rapidly and they take you over and I think that scares people," she replies. "A lot of people don't want movies to be anything but two people in wigs and high-buckle shoes discussing morality."

     To Bay, "Pearl Harbor" is not just another action movie.

     He talked to dozens of Pearl Harbor survivors, listened to their dramatic and poignant stories.

     He dove down to the USS Arizona, where 1,177 U.S. sailors are entombed.

     He examined the teak deck of the sunken ship, knowing that humans once stood on this same deck that is now under water.

     "It really gives you chills," Bay says of his experience.

     So, understand this. If you know nothing else about Michael Bay, know that "Pearl Harbor" is a movie he felt he had to make—for them.

     Oddly enough, the film omits any written dedication to the men and women killed and wounded at Pearl Harbor. Bay said that is not an oversight. The decision was reached because the movie ends with Col. Jimmy Doolittle leading a daring 1942 bombing raid over Tokyo and the filmmakers did not want to imply any disrespect to pilots known as "Doolittle's Raiders."

     Instead of a dedication, actress Kate Beckinsale's character delivers a moving voice-over at the end of the movie:

     "World War II for us began at Pearl Harbor and 1,177 men still lie entombed in the battleship Arizona. America suffered but America grew strong. It was not inevitable. The times tried our souls and through the trial we overcame."

     Click on the Web site Ain't It Cool News, enter a chat room and read what some people think of the idea of Bay directing a movie about Pearl Harbor.

     Here's Primal Scream: "How dare Michael Bay (the worst director in Hollywood) tackle a subject as sensitive as Pearl Harbor. The arrogance astounds me. Burn, Hollywood, Burn!"

     Here's Uga: "A lot of people who lived it are still alive, dammit, and they deserve more respect [than] Bay is willing to give them."

     Then there are those who simply detest all of Bay's films.

     "I hate Michael Bay movies," writes the irritated Droids, "because it's just a bunch of loud action with very little story."

     Bay rolls his eyes when asked to comment on his Internet critics.

     "There are only about 50 people on the Internet," he says. "If you look at their names, same people, same names. They don't seem like they really get into movies. A couple of them are smart, but some are just they seem like they hate the world."

     What about those who are offended that he would even make a movie about Pearl Harbor?

     "When they say 'How dare can Michael Bay make "Pearl Harbor?"' that offends me," Bay retorts, "because I am a very patriotic guy, and it's a sensitive event and I think the movie treats it very well. I have great respect for the people [who served in] World War II."

     Bay is dead serious when he says, "This is not a history lesson. The most important thing about the movie is, did we get the essence of what happened correct?

     "I think a lot of times I'm a little bit misunderstood," Bay says. "I mean, from what I read in the press, they just make it sound so harsh. I don't know why that image comes across. I think one of the things is, basically, I've got a very soft heart and I'm a very shy person.

     "There are times I can go out on the set and direct 600 extras and I can have 14 planes flying in and know exactly what I'm doing in terms of take charge with a loud voice out there, and there are times I can lecture to 600 students, but there are times when I can just be meeting someone and just be shy."

     Written by Randall Wallace ("Braveheart"), the movie—like James Cameron's three-hour "Titanic"—has a love story set against a dramatic historical event.

     Both Bay and Bruckheimer allude to "Titanic" when discussing "Pearl Harbor."

     When asked if he believed his film, by virtue of its three-hour length, might suffer at the box office, Bruckheimer said "Titanic" didn't suffer from its three-hour running time. And, while older audiences may find the "Pearl Harbor" love story a bit corny, that probably isn't how 13-year-old girls who flocked to "Titanic" will react.

     Likewise, Bay said, "Tora! Tora! Tora!," the 1970 film about events leading up to Pearl Harbor, "didn't get into the emotion of what it was like that day."

     "It was very disconnected," Bay said of the earlier film. "Everything was a little bit standoffish. You didn't know the characters. You didn't have a central set of eyes to follow. I think that is very important. It's just like 'Titanic.'

     "A couple of survivor groups in Pearl Harbor said we shouldn't have a love story," Bay recalled. "[They said] 'This is Pearl Harbor. A lot of people lost their lives.' I said, 'You are seeing the ship sink through people's eyes who you've connected with. An audience can really connect with that movie, can become intimate with that person. You can feel it more.' "

     "Pearl Harbor" tells the story of two boys from Tennessee who grow up wanting to fly. Portrayed as adults by Affleck and relative newcomer Hartnett, they join the U.S. Army Air Corps.

     Affleck's character soon falls in love with a beautiful Navy nurse played by Beckinsale, but with war raging in Europe, he volunteers to fight with Britain's Royal Air Force, as many pilots from neutral countries did. His plane, however, is shot down in a savage dogfight with Germans and he is presumed killed in action.

     Hartnett and Beckinsale, meanwhile, arrive in Pearl Harbor. After grieving for their friend, they fall in love. But when Affleck reappears two days before the Japanese attack, the love triangle nearly shatters the fliers' strong friendship.

     Another, much smaller story unfolds on the USS West Virginia, where Cuba Gooding Jr. stars as an African American sailor who receives the Navy Cross for shooting down Japanese aircraft during the attack.

     The movie doesn't end with Pearl Harbor, however. It goes on to dramatize Doolittle's famous bombing raid over Tokyo.

     Before plunging into the story, Bay and Wallace met with about 80 Pearl Harbor survivors at a convention in San Diego.

     "Randall at first didn't want to go," Bay recalled. "I'm like, 'Randall, we've got to go.' That's actually the neatest thing about doing movies, you get to meet and see people from astronauts to people who were at Pearl Harbor. I like to get intimate about 'What was it like?' I wanted to know, 'Where did you go drinking?' 'Did you have dates?'

      "When you go through all the twists and turns and all the little stories of what happened at Pearl Harbor," Bay says, "you just realize, 'God, this story's never been told.' "

     There were sailors who had to be cut out of their damaged ships with torches, which would eat the air inside; others used jackhammers to drill through the skin of the ship to reach their trapped comrades, only to see water fill the room because they couldn't cut fast enough.

     Bay heard one account in which sailors couldn't escape and all you could see were their hands desperately trying to break out as rescuers worked feverishly to free them.

     "When I heard that, I said, 'Oh, my God, that's a great image!' " Bay recalls.

     Bay notes that he always shoots a movie in his head before he ever gets on a set.

     "What I do is, I sit in a room and I write images on a computer and I go through the scene over and over," he explains. "I'll pick a song or certain music that I feel will help stimulate me, and I'll just sit in a room and I try to space out and picture the whole movie or scene in my head. It's a long process, but that's where I come up with my ideas.

     "I always try to find different angles, give the audience privileged angles," he continues. In "Pearl Harbor," for instance, Bay said he envisioned the audience underwater looking up at sailors treading water and the image of an American flag floating down among their feet.

     "It's the same thing I came up with in the Arizona bomb-falling shot," he adds. "You know it's one of the seminal events in that attack, but how are you going to do that? I knew it fell from 10,000 feet and I knew they feel it went four stories through into the magazine room. And what are you going to do? You're going to blow up a ship, but how do you do it to make it a special moment?"

     Bay said he awoke at 3 in the morning, scribbled down his thoughts, then went into the office the next day and met with his visual effects experts. Using a satellite image of Pearl Harbor and digitally created battleships and planes, he was able to create these epic shots in his office.

     "I was prepping this movie before Randall had a script," Bay says. " What I would do, I would keep feeding Randall these images and things I knew we were able to capture on film, and he kept incorporating them into the script."

     The problem of verifying all these survivor stories, Bay acknowledged, was that you sometimes just have to take people at their word because they were there.

     "It wasn't documented like stuff is documented today," the director explained. "I think there are probably 50 photographs that exist of Pearl Harbor."

     Bay knows he is going to face scrutiny for showing some scenes; like the tail gunner on a Japanese torpedo plane who waves for kids on a playground below to get down.

     "This came right out of this book," Bay said. "There is a picture book. It was written by kids when they saw the planes come in and they said they weren't scared. They were just looking up in wonder because there were so many of them. They were so low and they kept seeing the eyes of the pilots."

     If Bay has a regret, it is that he was constricted in depicting war in all its horror because he promised to deliver a PG-13 film.

     "I would have liked to have made this movie more violent, plain and simple," Bay said. "I kept telling everybody, 'This is not a joke; war has to be taken seriously; it has to feel real and scary.'

     "I could have been very gruesome with the movie and there were levels I had to play," he added. "Because the basis of the movie is a love story, you might turn [audiences] off. If you numb them in the attack, you might lose them for the rest of the movie. Emotionally, they could be so devastated. So, it was a fine line of me wanting to keep it real and me guaranteeing the studio it would be a PG-13, which scared the hell out of me, it really did, with the whole rating thing going on [about] violence in movies."

     Former Air Force Capt. Jack Green, who works in the curator branch at the Naval Historical Center in Washington, D.C., served as advisor on the movie. He believes Bay was always open to correcting any historical inaccuracies he would spot, but that he also wanted to convey emotions.

     Green said some historians criticize films like "Tora! Tora! Tora!" and "From Here to Eternity" because "they are kind of clean."

     "We don't see someone trapped inside the Oklahoma facing certain death and the water coming up," he said. "I think Michael, when he says he feels [his film] is accurate, that's what he's talking about. He's not really concerned about the historic details, but the fact that this horror, this shock, which we don't really see in previous movies about Pearl Harbor, involves that."

     He added that a major theme running through the movie is innocence, and that Bay wanted the Japanese depicted as human, not World War II-era stereotypes.

     "I think he accomplished that goal," Green said, "but he made them more innocent than they really were."

     The idea for the movie originally came from Todd Garner, former co-president of Walt Disney Motion Pictures Group and now a partner at Joe Roth's production company, Revolution Studios.

     But when the initial budget proposal came in at $200 million, Disney executives told the filmmakers to whittle their budget to $145 million.

     When Roth left Disney, Garner said, Bay lost a key pillar of support at the studio. Disney Chairman Michael Eisner wanted the budget crunched by another $10 million. Eisner "set an impossible task," Garner recalled, but Bay and Bruckheimer figured out a way to make the film for $135 million, with a $5-million "cushion."

     Eisner and Peter Schneider, chairman of Walt Disney Studios, "didn't want to make this movie," Garner contended.

     Schneider disagreed. "Was it emotional? Was it heated? Did Michael Bay quit five times? All those things are true," Schneider said. "But we never fought about the script, or the casting on it, or whether we should or should not do it."

     One way Bay and Bruckheimer lowered the budget was by deferring their upfront salaries for a percentage of the box office on the back end. While published reports have placed that percentage at between 15% to 17%, Bay says he doesn't really know what the exact figure is. He estimates, however, that they will begin seeing money once the film makes $150 million. Affleck was also given points to defer much of his salary.

     Bay still shakes his head when he thinks back on those days when Disney sent workers to his office and began packing up boxes in preparation for shutting down the project.

     "They were playing serious that they were shutting us down," Bay recalls. "I called my crew, a lot of them I had worked with on three different movies, and I said, 'Hang in there. Jerry and I are going to get it done.' "

     Bay looks back on those struggles and says, "It's tough when you've made the studio so much money."

      Bay said what really became nerve-racking was knowing that if the movie went over budget, he'd be responsible.

     (He also confirmed a story that first appeared in Newsweek that he asked Disney for a $3-million loan to get him through the two-year period when he wasn't being paid, but that he lost the money after giving it to a Merrill Lynch stockbroker in Beverly Hills to invest. Bay said he is considering suing the brokerage firm.)

     Schneider said that while Bay is a "passionate guy" who probably caused some Disney executives to pull their hair, he was a professional who delivered as promised.

     In the end, Garner believes, Bay was the right choice to direct "Pearl Harbor."

     "That's what makes Michael great," Garner says. "No matter what you throw at him, he makes it work If anyone else tried to make this movie, after Day Three, they would start swimming east and wouldn't stop until they reached the California coast."

     Bay was raised by his adoptive parents— Jimmy and Harriet Bay— in Westwood. His dad, an accountant, died while Bay was filming "Pearl Harbor." He was 60.

     That brings up a sensitive subject for Bay: his birth parents.

     Years ago, he tracked down his birth mother. "Just a curiosity thing," he said. "I made it happen. I talked to a nurse at Cedars-Sinai. She showed me my baby footprints and, I think, my handprints and had a little name on the thing. From there, I [did] a little investigation. I found her in three days."

     What was her response? "Utter shock."

     Rumors have circulated around Hollywood for years that Bay's birth father is John Frankenheimer, one of the most acclaimed television and film directors to emerge in the 1950s and 1960s with movies such as "The Manchurian Candidate" and "The Birdman of Alcatraz."

     Bay acknowleged the rumors but is reluctant to discuss them.

"Have I ever spoken to him? I've met him," Bay says of Frankenheimer. "I met him at a [Directors Guild] function, three, four years ago. It was just, 'Hi.'"

     Frankenheimer, speaking on the record for the first time about the situation, remembers the encounter at the Directors Guild.

     He said Bay approached him and asked, "Do you think it's true?"

     "I said, 'It's not true Michael,'" Frankenheimer recalled, adding that he would not be ashamed if it were. "'You are a very successful motion picture director, not a crack cocaine addict on Skid Row.'"

     But, he added flatly in a recent interview, "it's absolutely, categorically untrue. We had tests done and I am not his father."

     Frankenheimer admitted that he had a "one-night stand" with Bay's birth mother at the Hollywood Roosevelt Hotel in the early 1960s while he was filming "Seven Days in May."

     The director recalled getting a phone call in Paris from his then-attorney, the late Frank Wells, who told him that a woman who was pregnant was naming Frankenheimer as the father.

      "I asked Wells, 'What can we do?' " Frankenheimer said, noting that this was a more conservative era in Hollywood. He thought any hint of scandal could have doomed his career.

     Wells told him, "We can pay her off." So, Frankenheimer paid the woman $7,500 and "didn't hear anything more about this until 16 years ago, when I was in England."

     "I get a call from this lawyer who says, 'You don't remember me, but I represented so and so,' and he mentioned this woman's name," Frankenheimer recalled. "He said there is a young man at Wesleyan University and he wants to find out who his real parents are. The mother will not release the name of the real father until I check with you. Besides, that boy wants to get into the motion picture business."

     Frankenheimer said he told the lawyer he didn't want to encourage the boy's career aspirations unless he was sure he was his father, so they agreed to have tests taken. "The mother and Bay go and have the tests, and then I go and have the test," Frankenheimer recalled. "The doctor looked at me and said, 'There is no way you are the child's father.'

     "Here's the embarrassing part," Frankenheimer continued. "I was living at the time with the woman whom I later married and am still married to. Understand, she knows about it. It's embarrassing. Did I cheat on this woman? Yes, I did. It was a one-night stand. Then I married her."

     Asked to respond to Frankenheimer's remarks, Bay said: "It's a private matter."

     Bay makes one thing clear: "I am definitely one who believes that your parents are the ones who raise you."

     Visitors to Bay's trendy production office in Santa Monica are greeted by Mason and Grace, two huge mastiffs. Mason, 5, named after Connery's character in "The Rock," weighs 250 pounds. Grace, 11 months, named for Liv Tyler's character in "Armageddon," weighs 140 pounds. (Footnote: Mason appears briefly in "Pearl Harbor.")

     With his chiseled features and hair the color of wet sand that falls casually into place, the lanky, sun-reddened Bay could easily be mistaken for a tennis pro or perhaps even a soap star.

     Basinger says of her former student, "You know, Michael is a tall, handsome man with lots of money driving fast cars. If there is anything that brings out rage in men and lust in women, it's that."

     Bay concedes that if he has one vice, it's a collection of fast cars. He currently drives a gray Porsche Turbo, but notes he is considering selling some of his other cars.

     He also has been known to date beautiful women. His girlfriend is Lisa Durgen, a model who has hosted shows on Fox, E! Entertainment and ESPN. She is also an accomplished golfer, Bay says, and is sponsored by Callaway Golf Co., a golf club manufacturer.

     With a home in Bel-Air, Bay suggests he is seriously thinking about giving up the bachelor life. "Let's just say, I want to get married and I want to have kids," he says. "I have a little fantasy. Just yesterday, I was reading a script and I was thinking, 'God, what if I had a little girl? Just think what that would be like.' I like kids."

     Asked if he will ever attempt a film as big as this one again, he is ambivalent. "I don't know," Bay says. "It's not about making a big movie. It depends on the story. With 'Pearl Harbor,' we were lucky to shoot a lot of real stuff—what we were given from the Navy, just locations. We were able to make it feel bigger than I actually thought we could."

Robert W. Welkos is a Times staff writer.