The Road to �Pearl Harbor�

Since its inception, director Michael Bay�s World War II epic has lived larger than life. An exclusive preview.

By John Horn NEWSWEEK

May 14 issue � Audiences that have seen the trailer for �Pearl Harbor� haven�t seen a thing. The Japanese bomb spinning down toward the USS Arizona doesn�t stop when it reaches the battleship. It bores through its decks, finally coming to rest in a room full of weaponry. There�s a horrific pause, and then�blam!�the mighty Arizona is lifted clear out of the water, blown in two as more than a thousand sailors perish. It�s a staggering piece of Hollywood moviemaking, and, ironically, it�s a scene from a film Hollywood once didn�t even want to make.

NEWSWEEK has had a first, exclusive look at �Pearl Harbor,� the most anticipated movie of the summer. It�s a blockbuster to be sure, a big, juicy slice of Americana that audiences will flock to when it opens on Memorial Day weekend. But the battle scars incurred in its making are evident, too. Michael Bay�s movie scores big-time in the action department, but its love story between two dashing pilots and a beautiful nurse may be a casualty of war (review, page 50). As a historic document, it hews to the major facts, and even some of the tiniest details. Critics and historians will surely debate whether the film sanitizes the role of the Japanese and obscures the un-preparedness of Navy commanders that fateful December morning (story, page 56). In the end, �Pearl Harbor� may be truer to Hollywood�s rules than history�s ravages. If moviemaking is a battle, the story behind it unfolds as a bloody, take-no-prisoners war.

From Disney chairman Michael Eisner�s stubbornness on costs to an ugly casting brawl with Miramax�s Harvey Weinstein, the World War II spectacle dodged nearly as many torpedoes as devastated the Pacific Fleet. Worried that the nearly three-hour epic would break the bank, Eisner rejected several initial budgets for the film. And director Bay quit the movie in protest four times. The movie was saved from capsizing only when the filmmakers agreed to trim scenes and special effects, while the actors and the crew�all the way up to producer Jerry Bruckheimer, director Bay and star Ben Affleck�slashed their upfront salaries. �Every day there was something that stopped you from getting the movie made,� Bruckheimer says. �It was a tough fight.� Once begun, the movie faced the double challenge of not vandalizing history in its bid to wow moviegoers. Let fiction trump facts, and you have a public-relations fiasco like �The Hurricane.� Add too much History Channel solemnity, and you�ve got a docu-drama.

While most summer movies like �Jurassic Park III� are the result of long campaigns to mold a blockbuster, �Pearl Harbor� was born in desperation. One of Disney�s most reliable directors at the box office, Bay was irritated that the studio didn�t have any good scripts for him even after the hit �Armageddon.� In early 1999 he was ready to leave Disney to make a thriller at Twentieth Century Fox. Disney studio chief Joe Roth summoned the temperamental filmmaker to his office, personally pitching him Disney�s best ideas. He rejected them all. A second meeting two weeks later seemed equally fruitless. As Bay started to walk out again, Todd Garner, a senior Disney production executive, spoke up. �Would you be interested in a movie about Pearl Harbor?� Garner, who visited the Arizona Memorial as a kid, had been toying with a concept: two U.S. pilots who are brothers, in love with the same woman, all set against a backdrop of the surprise attack. �I said, �Who would be crazy enough to make a movie of that size?� � recalls Bay. �And then the room got very, very quiet.�

It was one of the few calm moments before the storm. Bay, stung by �Armageddon�s� reviews, wanted to make a movie �with more weight.� �Everyone has read about Pearl Harbor, but going into the detail is where the story is fascinating,� he says. He focused on the fictional love story Garner suggested. Screenwriter Randall Wallace (�Braveheart�) switched the relationship between the fliers from brothers to best buddies. Wallace also added Maj. James Doolittle�s April 1942 Tokyo raid to give the story a rah-rah finale. �Some of the survivors said, �I don�t know why you�re doing a love story. There wasn�t a lot of love at the time�,� says Bay. �And I said, �Look at �Titanic.� If you don�t have a love story, all you have is a sinking ship.�

But Bay�s own ship was taking on water. Even though �Armageddon� was a huge box-office hit, it ran $35 million over budget to a whopping $174 million. In late 1999 Eisner was searching for ways to cut costs and appease Wall Street and wasn�t eager to gamble on a budget-buster like �Pearl Harbor.� �You can either win the box-office award, or you can win the profitability award,� Eisner says. �Sometimes, they go together. But not always.� Eisner took the near-unheard-of step of submitting the project to Disney�s strategic-planning committee, which typically crunches numbers for potential billion-dollar takeovers.

Proposed �Pearl Harbor� budgets of $208 million, $186 million and $176 million were quickly nixed, before Eisner and Roth settled on a bill of $145 million. But only a week later Roth left Disney to start his own studio, and even though Bay had begun hiring a crew that was building sets, Eisner put the project on hold.

�Pearl Harbor� easily could have drifted out to sea. Eisner determined that if the movie were to be made, it would be made on his terms or not at all. New studio chief Peter Schneider, concerned the film might spark an anti-Japanese backlash, was less inclined than Roth to pour big bucks into the project. He and Eisner insisted that Bay and Bruckheimer lop an additional $10 million off the bill. The two filmmakers pared $8 million to bring the total to $137 million. That still wasn�t enough for Disney.

Then an exasperated Garner dared Eisner to get off the fence. �If I jump out the window and live, will you greenlight the movie?� Garner asked. Eisner gazed out the window of a sixth-floor conference room, past the gigantic Disney dwarfs that hold up the roof at executive headquarters, pondering the offer. �If you live,� he said.

Eisner was certain Bruckheimer and Bay would come around and lower the tab, but the director had seen enough. �I said, �What do they want me to do?� � Bay said. �I�ve made the studio $900 million, and they are nickel-and-diming me. I�ve cut my fee, and they�re saying, �Get rid of the Doolittle raid. Get rid of FDR. Get rid of the USS Oklahoma�.�

Finally, the warring sides settled on a $135 million budget, with wiggle room for an additional $5 million. Anything over that would come directly out of Bruckheimer�s and Bay�s pockets. Like most of the cast, Affleck worked for a fraction of his $12 million fee, earning $250,000 with a promise of a far bigger paycheck if the film succeeds. �They didn�t have any money,� Affleck says.

It wasn�t just a lack of cash that made casting the film difficult. Bay selected relative unknowns Kate Beckinsale and Josh Hartnett to star as nurse Evelyn John-son and flier Danny Walker. Weinstein wanted Beckinsale first to film Miramax�s �Serendipity� and held the rights to Hartnett�s next movie. Unless he got Beckinsale, Weinstein would block Hartnett�s working on �Pearl Harbor,� the filmmakers and Disney say. (Miramax disputes this, saying it accommodated �Pearl Harbor.�) But Disney wouldn�t budge and Weinstein had to wait.

With so little money allocated on talent, Bay and Bruckheimer had plenty to put on- screen when filming began in April of last year. The intricate battle sequences involved blowing up 17 ships, vintage planes screaming over panicked soldiers� heads and, in one chaotic scene on Battleship Row, 350 bombs exploding in seven seconds. �We were very lucky,� studio chief Schneider says. �Nothing went wrong.� Even when a stunt pilot totaled his plane, his main injury was a broken pinkie.

A premium was placed on authenticity; Affleck wears a Hawaiian shirt copied from 1930s fabric, and just as real Pearl Harbor medical personnel used soda bottles in emergency blood transfusions, so do the film�s nurses. Working with the cooperation of the Navy, the movie used a real U.S. aircraft carrier to re-create Doolittle�s daring Tokyo attack. Historical consultants offered so much advice that Bay hired two additional screenwriters to incorporate the suggestions and polish Wallace�s dialogue.

Much of the invasion that serves as the film�s centerpiece was re-created on computers at George Lucas�s Industrial Light + Magic, which added everything from digital water to a squadron of digital planes and a fleet of doomed ships in between. The keeling over of the USS Oklahoma was staged by filming a 150-foot portion of the hull rotating in the huge water tank used for �Titanic.� The rest of the ship, including sailors perishing in fireballs, was added by computer animators. The budget cuts are most visible in a snippet from the Battle of Britain and the aftermath of Doolittle�s raid. �Still, $135 million for this movie is a f�king steal,� Bay says.

Bay himself paid a high price for �Pearl Harbor.� Having deferred his salary, the director borrowed money from Disney before the shoot, placing the funds in a Beverly Hills Merrill Lynch account. Bay says a young trader began churning his account, making up to 1,000 trades monthly, losing as much as $200,000 a day. By the time �Pearl Harbor� was almost finished, so, too, was Bay�s account: his $3 million portfolio was wiped out. �You couldn�t trade this badly if you wanted to,� says the shell-shocked director, who is considering suing Merrill Lynch, which declined to comment.

Disney certainly hopes Bay�s film does better than his stock portfolio. It needs �Pearl Harbor� to take in more than $400 million globally to break even. At the same time Disney is being very careful not to launch an over-the-top sales push: for once, there won�t be Happy Meal action figures. The studio�s restrained approach was on display as production commenced in Hawaii, with the filmmakers and Disney executives gathering for a wreath-laying ceremony at the Arizona Memorial. �All of a sudden, there was an enormous tone shift,� says Disney�s Dick Cook. �This was not just another big movie being made.� Maybe not, but Disney still hopes the movie sets off a real bang at the box office.