Actors have called Michael Bay an asshole, a cocksucker, a Nazi—often to his face—and then swiftly signed up for the sequel. As America braces for the third chapter of Transformers—the latest explode-a-thon from the director of Bad Boys, The Rock, and Armageddon—dozens of his collaborators and victims, from Will Smith to Steven Spielberg to Scarlett Johansson, reveal the secret genius behind a true Hollywood visionary. (And yes, we're still talking about Michael Bay)
"Loud." "Stupid." "Horrible." "Unbearable." "Appalling." "Evil." "A great grinding garbage disposal of a movie." "An assault on the eyes, the ears, the brain, common sense and the human desire to be entertained."
In 1998, a national magazine asked in an article "Is Michael Bay the Devil?" Thirteen years later, you can still buy T-shirts that answer yes. The 46-year-old director has long been treated by cineastes as the macho spawn of Ed Wood—a testosterone-sweating embodiment of everything that is wrong with modern Hollywood. (Those quotes up there are from actual reviews of his movies.) It also doesn't help his image that on his film sets he can be a notoriously domineering prick. Bay has flourished, though, not just because his eye-strafing event movies rake in so much money but also because—and let's whisper here, lest the film snobs are listening—so many of them kick ass. Sure, the dialogue is often subliterate and his fast-cutting style can cause epilepsy. But! Movie stars look dripping hot, never better, in front of his camera. And of course, he has orchestrated some of the most complex and thrilling action set pieces ever put on film. Is Michael Bay an artist? Uh, no. But is he a movie icon? Have you seen the car chase in Bad Boys II? As opening day approaches for Transformers: Dark of the Moon, more than sixty of Bay's friends, relatives, actors, and collaborators testified to GQ about the most underappreciated man in show business.
Gabrielle Union (actor, Bad Boys II): You know when people talk about the very first time they did drugs? Being in a Michael Bay movie was like my drug. It's like I'm chasing the dragon—I've been chasing that experience ever since.
James Cameron (director): I've studied his films and "reverse-engineered" his shooting style. He loves what I call "the big train set," huge physical production, just as I do. It is the most challenging type of filmmaking, and he does it gorgeously.
Ben Affleck (actor, Armageddon, Pearl Harbor): I think Michael is actually an auteur in the true sense of the word. Every movie he makes reflects his personal creative vision. You may like it, you may not—but those movies are him without compromise. There's something to be said for sticking to your guns.
Steven Spielberg (producer, Transformers): He has the best eye for multiple levels of pure visual adrenaline.
Frances McDormand (actor, Transformers: Dark of the Moon): Michael Bay has a mainline to the testosterone glands of the American male.
John Turturro (actor, Transformers): He likes blowing things up.
Roberto Orci (screenwriter, Transformers): We're aware of how some people think, in terms of film history, he's the Devil. But it's amazing to have a movie where you can look at five minutes and go, "That's a Michael Bay movie." To have a style that distinct—like it or hate it, it deserves study.
George Lucas (director): Michael's films are immediately identifiable.
Ehren Kruger (screenwriter, Transformers: Dark of the Moon): He's like this cross between General Patton and Willy Wonka. He's in command of a massive army, all in the effort to create the ultimate Everlasting Gobstopper.
Jeanine Basinger (Bay's film professor, Wesleyan University): I always tell my husband, "My tombstone is going to say, 'She taught Michael Bay.' "
Michael Bay: I'm, like, a true American.
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In Which We Glimpse Our Hero in His Youth
Michael Benjamin Bay grew up in a middle-class household in Southern California, the adopted son of Jim and Harriet Bay. In school, he had trouble focusing—what would probably now be diagnosed as ADD—but showed an early talent for physics, photography, the making of things.
Bay: I grew up in the Valley. My dad was an accountant, my mom was a therapist for kids.
Brad Fuller (partner, Platinum Dunes, Bay's film company): I met him at Hebrew school, but I think he denies that.
Bay: I was a shy kid, but I was very good at baseball for my age. I won MVP many times. I was like a quiet jock. I also did theater. I did The Pirates of Penzance. I had to memorize an hour and a half operetta.
Harriet Bay (mother): He was the lead, singing Frederic. I never laughed so hard in my life.
Bay: I was into these very advanced trains sets, with towns and cities and whatever, the detail of it. I remember my parents came to me: "Michael, we think you need to get outside more." And I'm thinking, "Am I fucked up?"
Harriet Bay: Some people these days call energy like that ADD-kind of energy.
K. C. Hodenfield (first assistant director, various Bay films): I had started a softball team at Lucasfilm, and there was this whiny teenage kid who would come around with the president of the company's son, wanting to play in the games. So I gotta get this kid some playing time. Ends up it was Michael Bay.
Ian Bryce (producer, various Bay films): In 1980 I was parking cars at Lucasfilm, and Michael was a summer intern; he was filing Raiders of the Lost Ark storyboards in the photo department.
Bay: I was 15. The first thing I ever said to Steven [Spielberg] was, "I really thought Raiders of the Lost Ark was going to suck."
After high school, Bay moved across the country for an unlikely destination: Wesleyan University, a tiny liberal-arts school in rural Connecticut known for its antimainstream intellectualism. He did not fit in.
Fuller: I wonder if he'll admit this: we both did poorly on our SATs.
Harriet Bay: He probably has the lowest SATs of anyone who ever went to Wesleyan. But he's just not a good test-taker. He graduated magna cum laude.
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In 1998, a national magazine asked in an article "Is Michael Bay the Devil?" Thirteen years later, you can still buy T-shirts that answer yes. The 46-year-old director has long been treated by cineastes as the macho spawn of Ed Wood—a testosterone-sweating embodiment of everything that is wrong with modern Hollywood. (Those quotes up there are from actual reviews of his movies.) It also doesn't help his image that on his film sets he can be a notoriously domineering prick. Bay has flourished, though, not just because his eye-strafing event movies rake in so much money but also because—and let's whisper here, lest the film snobs are listening—so many of them kick ass. Sure, the dialogue is often subliterate and his fast-cutting style can cause epilepsy. But! Movie stars look dripping hot, never better, in front of his camera. And of course, he has orchestrated some of the most complex and thrilling action set pieces ever put on film. Is Michael Bay an artist? Uh, no. But is he a movie icon? Have you seen the car chase in Bad Boys II? As opening day approaches for Transformers: Dark of the Moon, more than sixty of Bay's friends, relatives, actors, and collaborators testified to GQ about the most underappreciated man in show business.
Gabrielle Union (actor, Bad Boys II): You know when people talk about the very first time they did drugs? Being in a Michael Bay movie was like my drug. It's like I'm chasing the dragon—I've been chasing that experience ever since.
James Cameron (director): I've studied his films and "reverse-engineered" his shooting style. He loves what I call "the big train set," huge physical production, just as I do. It is the most challenging type of filmmaking, and he does it gorgeously.
Ben Affleck (actor, Armageddon, Pearl Harbor): I think Michael is actually an auteur in the true sense of the word. Every movie he makes reflects his personal creative vision. You may like it, you may not—but those movies are him without compromise. There's something to be said for sticking to your guns.
Steven Spielberg (producer, Transformers): He has the best eye for multiple levels of pure visual adrenaline.
Frances McDormand (actor, Transformers: Dark of the Moon): Michael Bay has a mainline to the testosterone glands of the American male.
John Turturro (actor, Transformers): He likes blowing things up.
Roberto Orci (screenwriter, Transformers): We're aware of how some people think, in terms of film history, he's the Devil. But it's amazing to have a movie where you can look at five minutes and go, "That's a Michael Bay movie." To have a style that distinct—like it or hate it, it deserves study.
George Lucas (director): Michael's films are immediately identifiable.
Ehren Kruger (screenwriter, Transformers: Dark of the Moon): He's like this cross between General Patton and Willy Wonka. He's in command of a massive army, all in the effort to create the ultimate Everlasting Gobstopper.
Jeanine Basinger (Bay's film professor, Wesleyan University): I always tell my husband, "My tombstone is going to say, 'She taught Michael Bay.' "
Michael Bay: I'm, like, a true American.
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In Which We Glimpse Our Hero in His Youth
Michael Benjamin Bay grew up in a middle-class household in Southern California, the adopted son of Jim and Harriet Bay. In school, he had trouble focusing—what would probably now be diagnosed as ADD—but showed an early talent for physics, photography, the making of things.
Bay: I grew up in the Valley. My dad was an accountant, my mom was a therapist for kids.
Brad Fuller (partner, Platinum Dunes, Bay's film company): I met him at Hebrew school, but I think he denies that.
Bay: I was a shy kid, but I was very good at baseball for my age. I won MVP many times. I was like a quiet jock. I also did theater. I did The Pirates of Penzance. I had to memorize an hour and a half operetta.
Harriet Bay (mother): He was the lead, singing Frederic. I never laughed so hard in my life.
Bay: I was into these very advanced trains sets, with towns and cities and whatever, the detail of it. I remember my parents came to me: "Michael, we think you need to get outside more." And I'm thinking, "Am I fucked up?"
Harriet Bay: Some people these days call energy like that ADD-kind of energy.
K. C. Hodenfield (first assistant director, various Bay films): I had started a softball team at Lucasfilm, and there was this whiny teenage kid who would come around with the president of the company's son, wanting to play in the games. So I gotta get this kid some playing time. Ends up it was Michael Bay.
Ian Bryce (producer, various Bay films): In 1980 I was parking cars at Lucasfilm, and Michael was a summer intern; he was filing Raiders of the Lost Ark storyboards in the photo department.
Bay: I was 15. The first thing I ever said to Steven [Spielberg] was, "I really thought Raiders of the Lost Ark was going to suck."
After high school, Bay moved across the country for an unlikely destination: Wesleyan University, a tiny liberal-arts school in rural Connecticut known for its antimainstream intellectualism. He did not fit in.
Fuller: I wonder if he'll admit this: we both did poorly on our SATs.
Harriet Bay: He probably has the lowest SATs of anyone who ever went to Wesleyan. But he's just not a good test-taker. He graduated magna cum laude.
Bay: Wesleyan was very cliquey. They all wore dark clothing, and they were always uggghhhhh.
Basinger: "All the film majors wore black! They liked death!" He sees them as one giant goth! Wesleyan was not a very big frat school, but Michael belonged to one.
Fuller: We were very outspoken that there's nothing bad about making commercial films, and we were certainly ostracized by some of our classmates for that. We both loved Risky Business.
Basinger: West Side Story—that film in particular captured his attention.
Bay: I thought, "Musicals? Ugh, what am I doing? I don't want to take a musical class. Sounds terrible." I loved it. It was all about form, style, how they use the medium. That's what I try to do with my action.
Basinger: That class was important to him, because he realized that you're not bound by reality in film if you don't want to be. And his work is about color and movement and a kind of abstraction and unreality that is found in musicals.
In Which Our Hero Narrowly Avoids "Movie Jail"
In the early 1990s, Bay quickly became a coveted music video and commercial director, amassing a body of work known as much for its sharp humor as for its bold pyrotechnics. Among his work: the original Got Milk? advertisement and an epic trio of music videos for Meat Loaf.
Bay: I knew exactly what I was going to do. I was going to do videos—that's when videos were fun. And then commercials—I was told, "Oh, you can only do one type of commercial. You can do sports. Or action. Or comedy." But I'm like, "I'm gonna do 'em all."
Tony Scott (director, Top Gun, Days of Thunder): Michael and I come from commercials, we come from videos. And what that means is, we're practiced in shooting on tops of mountains, underwater, with actors and non-actors, with models—we've created our craft, because we get to try things all the time.
Bay: This guy called me in from Capitol Records—he was a hard-ass marine, kinda scary in the meeting. He said, "If you can wrap this Donny Osmond video up for $165,000…" Meanwhile, I'm like two weeks out of school. The most I've ever spent is $5,000. I ended up getting paid $500. But I got to make my first thing.
Harriet Bay: I remember going out to watch him shoot it. It was in the Mojave desert, and there's like 200 people. It's this big deal. It was so exotic. It was the first time he got to use a helicopter. And he whispers in my ear, "Mom, can you believe I'm getting paid to do this?"
Fuller: The first time I saw Michael on a bigger set, he was doing a video, and there was the hottest blonde girl I've ever seen in my life, and she's got a wind machine on her. She's dancing, she looks hot, she's wearing a short skirt. He's shooting her from a low angle. And he looked at a few of us, and there was this look in his eyes, like he had reached nirvana. It was childlike wonderment.
Bay: Soon I got called by Propaganda Films. It was just a creative little hub making videos and commercials. It was David Fincher, Dominic Sena, Nigel Dick, Greg Gold. Fincher—at one point our offices were across from each other, and I always called his The Doom and Gloom Office because it was always dark. And I was "The commercial guy."
Robbie Consing (storyboard artist, various Bay films): I remember a lot of my director friends and bosses at the time were wary of Michael, this kid rising up so quickly, still in his early twenties. And those wary directors were only in their late twenties and early thirties themselves.
Bay: The offer to do Got Milk? came to me and I'm like, "Milk? That's embarrassing." When I did it, I was like, "This is a terrible commercial. I don't get it." It won the Grand Prix Clio for Commercial of the Year. I think it's an OK commercial.
Scott Gardenhour (producer): There was no question Michael would go on to do other things, and that they wouldn't be small.
Bay: I had gotten movie offers and turned them down. I took my time. They sent me Saving Private Ryan, but I wouldn't have known what to do with it.
Joe Pantoliano (actor, Bad Boys): I remember Don Simpson and Jerry Bruckheimer had this movie Bad Boys going. It was going to be Jon Lovitz and somebody else—
Jerry Bruckheimer (producer, various Bay films): Dana Carvey. We'd looked at a bunch of commercial directors because we'd had success with Tony Scott, and the one reel that stood out was Michael's. It had a wonderful sense of humor and a unique visual style—like nobody else. Michael did a test scene with Jon and Dana, but Disney didn't like the test.
Bay: Jeffrey Katzenberg didn't think it was funny. Maybe it was too goofy.
Bruckheimer: So we took the movie to Sony, and they wanted Arsenio Hall, because he was a big star at the time. I didn't think that was going to work. So then they said, "What about Martin Lawrence?"
Martin Lawrence (actor, Bad Boys): There were a few names [for the other lead]. Like Laurence Fishburne. I was riding down the street one time and I saw him, so I yelled out of the car, asking if he would do Bad Boys. Laurence Fishburne shook his head no. And then Michael kind of handpicked Will [Smith].
Bruckheimer: I think Arsenio turned it down, is what really happened. So we convinced them to use Will.
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Will Smith (actor, Bad Boys): My first impression of Michael was that he was like...you know how at the go-kart races, there's always one kid who's got real wheels on his go-kart and everybody else got the plastic baby wheels? That one kid who always had it elevated? That was Michael. I think he had just done the Meat Loaf video—this guy had a plane crash in a music video. I was like, Damn.
Jennifer Klein (producer; former vice president, Bay Films): There was no script when they started filming Bad Boys.
Form: Well, there was a draft, but yes, there were new pages being slid under doors at night in the hotel.
Bay: I was fearful of movie jail. Movie jail is: you screw up your first time, you're never working again.
Bruckheimer: He pushed really hard—the first day of filming, he did like fortysome setups. A normal director—you get ten, if you're lucky.
Smith: The set, it was probably dangerous.
Bay: By week two, Martin was being a dick to me. And I was like, "What is this attitude?" He didn't trust the white man. That was the deal.
Lawrence: That's exactly what it was. You know, Michael—he has a certain bravado. One time he said to me, "I need your notes on the script," and I looked at him, I said: "Michael, yeah, I'll get the notes to you when I get to it." And he just looked at me with this blank stare like, "Oh, he did not."
Bay: [Eventually] I took him aside and said, "Dude, what's your deal? I'm busting my ass to make you look good, make you look funny. And you just keep belittling me." And then here's the speech, almost like it was ready to come out. He says, "I'm a black man that made it from nothing!" And I said, "You know what? I'm a white guy who made it from nothing, too. I grew up in the fuckin' Valley." Instant respect.
Lawrence: I had to get to know him. We grew to be the coolest.
Pantoliano: Michael would say, "Look, I only got $23 million, okay?
Form: It was only a $19 million movie. Which no one believes, but it's true. I have the budget.
Bay: Maybe I had $11 million.
Bruckheimer: Michael even had to write a check for an action sequence that Sony wouldn't pay for.
Bay: The scene where Martin shoots the guy out of the plane. I said to the line producer, "This is where the audience claps. This is the end of the movie." He was like, "I don't care. We're not doing the shot." He was just a studio flunky. I was literally going to punch him out.
Peter Devlin (sound mixer, various Bay films): The scene cost $25,000. That's a lot of money. I believe the studio cashed the check as well.
Bay: They used to watch dailies where you do the clap with the slate. So just to screw with them, I put the check [on the slate and wrote] TO COLUMBIA PICTURES, FROM MICHAEL BAY, $25,000.
Bruckheimer: He put his money where his talent is.
Bay: I didn't get the money back until the movie made like $60 million. And I had to beg for it.
Klein: There's this scene where Will Smith runs down a street, and at the first test screening in Lakewood, California, women were screaming because Smith's shirt is flying open. That was it. He was a star.
Bay: We had an argument about that shot.
Smith: He was like, "Oh, take your shirt off and run with the gun!" And I was like, "Come on, man. That's just on the edge of corny." But he can take things that you'd think of as corny, and make it supergalactic iconic.
Bay: I was like, "Look at this! You look like a movie star!" And he's like, "Shit, I do!"
Smith: That was the moment for me where I learned how important single images are. That single image took me from a comedic television actor to a potential movie star. The scripts that I started to get offered changed dramatically. It was the first time that I heard women react to me with an audible gasp. There was a transformation from the cute guy next door who could make you laugh to a guy who might be able to handle himself in a bar fight and a bedroom.
Klein: I don't know that anyone is a starmaker, but I think Michael has a knack for taking actors and actresses and elevating them to another level that they might not have known was within them. Will Smith, Ben Affleck, Nic Cage—like, before The Rock, what was he doing?
Bay: I didn't make him a star. Remember, he got the Oscar for Best Actor [for Leaving Las Vegas] when we were doing The Rock. Which wasn't a no-brainer. We had to do a lot of work on the script to make it more real and serious and cool.
Bruckheimer: On The Rock, we had Aaron Sorkin sending us pages almost every day because some of the scenes weren't working.
Bay: I was terrified of working with Sean Connery. I gave him my first great direction: I said, "Can you act less charming?"
Bruckheimer: He did a terrific job of getting Sean to loosen up. I shouldn't say loosen up, because he's pretty loose—getting Sean to accept some of Nic's craziness. I shouldn't say craziness—I should say his creative dialogue.
Bay: One day I showed up on set and Cage came out for a scene in his apartment dressed in a purple Speedo. And I'm like, "Oh, I get it. Okay. You don't want to wear the wardrobe because you want to show your muscles. OK, let's just get it all out in the beginning of the movie."
Bruckheimer: It wasn't always a cakewalk. Sean Connery's like another producer. He'll come out on set and say, "Why is that here? That crane's been out here for two days and nobody's using it. You're wasting money."
Bay: He kept calling me "boy." And one time he called me a "cock." [In Connery accent] "You cocksucker!" It was his last day of the shoot, and he didn't like holding his breath underwater. I had United States SEALs holding him down because there was a fireball going over the water, and if he came up, he would burn his face off. So whatever, he called me names.
In Which Armageddon Is Coming (to a Theater Near You)
Bay followed up Bad Boys and The Rock with Armageddon, about a giant asteroid on a collision course with Earth. Made for $140 million, the movie grossed more than half a billion dollars worldwide, and it cemented Bay's reputation as a popcorn superstar and critical Antichrist.
Bay: I took a geology course with this tectonic expert at Wesleyan. He said, "Calamities happen; it's the plumbers who will fix the world." So Armageddon—that's what it is, it's everyday Joes saving the world.
Matt Cohan (Vice President, Bay Films): I've heard him describe Armageddon—at least structurally—as a comedy, in the tradition of the old Laurel and Hardy or Abbott and Costello fish-out-of-water comedies.
Bay: It's supposed to be a joke. It's about making fun of the system.
Oren Aviv (Chief Marketing Officer, 20th Century Fox): How do you make the fact that the world is about to blow up seem like a lot fun?
Bruckheimer: We really tried to ground it in some form of reality—even though it's a fantasy. So we did a lot of research and asked scientists to work with our writers to get as much reality into the movie as possible.
Bay: The real story is, it's going to happen. Yes, we are going to have an asteroid hit us again, and yes, the earth will die. Absolutely, 100 percent positive.
Billy Bob Thornton: You know, what sets Armageddon apart from a lot of those big splashy movies is, it's actually pretty good. I mean, people love that movie; it's become kind of an American favorite. One of my lines is—I don't know if you'd call it iconic, but it's when I'm talking to the president and he says, "How big are we talking here?" And I say, "It's the size of Texas, Mr. President."
Matt Cohan: Armageddon was pretty notorious for having I don't know how many uncredited writers working on it, one of whom happened to be Robert Towne.
Roger Ebert, film review, July 1, 1998: "Armageddon reportedly used the services of nine writers. Why did it need any? The dialogue is either shouted one-liners or romantic drivel. 'It's gonna blow!' is used so many times, I wonder if every single writer used it once, and then sat back from his word processor with a contented smile on his face, another day's work done."
Bruckheimer: Owen Wilson definitely was Michael's idea. Michael saw Bottle Rocket; he said, "We gotta hire this guy."
Bay: [The first day] Owen came to the set an hour, hour and a half late. We put the PAs out on the Warner Bros. lot, said "Call me when you find him." On Armageddon, each day was a big expensive day, $250,000. I put my arm around Owen, who's a great guy. I said, "Owen, you know what, I worked with Sean Connery and I gotta tell you, he was never late." And Owen was never late again.
Klein: Ben [Affleck] was new on the scene. We put him through the Bruckheimer-Bay machine—like, You're no longer chasing Amy. You're going to have to go to the gym, get a tan, get a haircut.
Bay: Jerry had a problem with his teeth. "He's got baby teeth. I fixed Cruise's teeth. We're going to fix his teeth." So Ben got a beautiful set of teeth out of it.
Klein: I remember the first day of shooting in Kadoka, South Dakota, and [Ben] was wearing this spacesuit, and he was pissed. You couldn't go to the bathroom in it, it weighed however many pounds, you're sweating, so who are you mad at? Michael.
Affleck: I imagined [Michael] would be emblematic of everything big and Hollywood. I had come off Chasing Amy and Good Will Hunting, so I really had no idea what big Hollywood movies were like.
Thornton: I was sitting at the table read-through with Owen [Wilson] and Buscemi, and we were all sitting there kind of nervously. And Steve looks at me and goes, "What the fuck are we doing here?"
In Which Our Hero Discovers War Is Hell
By 2001, after three straight monster hits, Bay was the most coveted director in Hollywood. Now the hot-young-filmmaker script called for a bid for seriousness, an attempt to make an "Oscar movie." Pearl Harbor actually did end up winning one—for sound editing. It was also among the decade's worst-reviewed movies.
Dick Cook (former chairman, Disney): I think Pearl Harbor was one of the most difficult shoots of modern history.
Consing: One day, I was on the way to meeting with Michael on a battleship at Ford Island. Complete Bayhem. I passed a squadron of Zeros chasing two P-40 fighter planes forty feet above the deck, guns blazing, followed by the camera ship. Then watched fireballs exploding on a nearby frigate as burning stuntmen leaped into the water. Then saw another Zero come around and buzz our battleship as Cuba Gooding Jr. fired back with a .50 caliber fifteen feet over my head. It wasn't even 10 a.m.
Barry Waldman (producer, various Bay films): I think the studio tried to shut down the movie twice.
Cook: Michael was putting in twenty-hour days. And he was driving the crew and the performers and everybody crazy.
Waldman: We must have blown something up every day.
Hodenfield: We blew up hundreds of bombs, multiple ships out in the harbor. I had to shut down two interstates. I was like, Oh, my God—people are gonna think the Japanese are attacking again, 'cause we were gonna blow this place sky high.
Mike Case (Vice President, Bay Films): I remember being on that set and listening to his voice as a commander. All hell's about to get unleashed; these bombs are going to go off and these guys need cues. And right then and there, you saw him, almost like he was in battle.
Bay: It was dangerous. A plane hit a palm tree, the thing crashed, and the guy survived—miraculously survived.
Affleck: The script was good. The idea was to make the kind of movie that could have been released in the '40s—unironic, slightly naive—with new technology.
Kenny Bates (stunt coordinator, various Bay films): Michael Bay is not gonna tell a love story. It's not because he doesn't care; it's because that's not part of who he is. He's not a terribly sensitive guy. But he's a great filmmaker.
Hodenfield: Michael was saying he was gonna go about the movie differently—he was gonna hold shots longer, he wasn't gonna move the camera as much. This was gonna be like a classic movie. The first day we started shooting, he wasn't using his fast-moving, fast cuts, low shots—his bag of tricks—and it was like watching an Italian speak without his hands. By lunchtime, we're making a Michael Bay movie, in the Michael Bay style.
Bay: I don't change my style for anybody. Pussies do that.
Roger Ebert, film review, May 25, 2001: "The film has been directed without grace, vision, or originality, and although you may walk out quoting lines of dialogue, it will not be because you admire them."
Bay: It got pounded by critics. It's funny with them. You are making entertainment. People get so angry about it.
Basinger: I think this kind of thing hurts Michael a lot. He says it doesn't. But I think the ferocity of the animosity aimed at him has shocked him and hurt him.
Bruckheimer: You'd like to get good reviews, but the only reason I still have an office and a parking space at Disney is our movies do well.
Hodenfield: Honestly, I felt like that movie took some years off my life.
Bay: It was successful. It had a huge opening day, then it started dropping off. But it made $450 million. They said it was not a hit. It was a hit. And then the DVD came out after 9/11 and it became a massive, massive DVD—the largest of all-time, at that time. Because all of a sudden it was cool to be patriotic again.
Shia LaBeouf (actor, Transformer series): It's the casting. With a different cast, Pearl Harborwould be considered a masterpiece.
In Which Our Hero Transforms
The Island, a sci-fi movie starring Scarlett Johansson and Ewan McGregor, became the only true commercial flop of Bay's career. The 2005 film cost $126 million and made just $36 million in the U.S. For the first time, he needed a hit.
Adam Goodman (President, Paramount): Transformers are essentially cars that change into robots, and who better at shooting cars than Michael Bay?
Spielberg: I couldn't think of a better director to turn a truck into a robot and make us believe it was really happening.
Brian Goldner (CEO, Hasbro): He knew that Transformers existed; he knew that they were robots and cars, but he didn't know all the mythology.
Bryce: I think Michael would be the first to say that he didn't get it in the beginning.
Bay: I thought it was a dumb idea.
Josh Duhamel (actor, Transfomers): Michael poked his head [into a meeting] to say hello and started telling me about his next project, a movie called Transformers. And I go "Transformers? Like the cartoon from the '80s?" and he's like "Yeah, yeah," and he's all excited about it. And I was thinking, This is the worst idea ever.
Alex Kurtzman (screenwriter, Transformers series): It's about a boy who's really obsessed with getting a car. That's when we saw Michael's eyes light up like he was a 12-year-old again.
Spielberg: It was Michael's sense of humor that would allow audiences to take Transformersjust seriously enough.
Goodman: It became Michael's mission to make the most pop, commercially successful movie he could, because he wanted to. And because he needed to.
Bay: Steven wanted me to do it. It was, like, a kiddie script. He goes, "Michael, I wanna be your new Jerry. How do I compare to him?" So funny. He's like a kid.
LaBeouf: When I met Mike, I was a seventeen-year-old boy. He was my fucking god.
John Frazier (special-effects supervisor, various Bay films): I went up to Shia one day and I said, "You just made history. You were involved in the biggest explosion for a motion picture with an actor. You were in it. Usually, you have stunt people in there." Five thousand gallons of gasoline. Probably one hundred sticks of dynamite. You only see that stuff in Michael Bay movies. Nobody else does that stuff.
Kurtzman: [Transformers: Revenge of the Fallen] was a very different experience for all of us, because we agreed to do the movie about two weeks before the writer's strike. So we had those two weeks to outline the story, and then the strike happened and we couldn't continue.
LaBeouf: Everybody felt like, "Well, if there's anybody to do this again, it's the guys who wrote the first one, because the first one's fantastic." We were forced on this fucking script because we had a release date.
Orci: I remember there was a huge pressure—and not just from the studios—to make our date, but also from Michael himself.
Kruger: He wasn't thinking so highly of writers at that moment.
Orci: When we got back from the strike, he locked us in a golden jail. He locked us in the Del Mar Hotel on the beach six blocks from his office so that he could have surprise inspections at any moment.
Kurtzman: It was simultaneously pressure-filled and amusing, you know?
Bryce: Mike, being the center of everything, had to bear the burden of helping to craft a script that we could then shoot. Because once you commit, you've got a release date that's driving the train. So there was no turning back.
Bay: It was a very bad way to make a movie. We were stuck in a bad time in Hollywood. And as a director you feel bad because these people are so loyal and they have families. Transformersgives 2,000, maybe 2,500 people jobs.
LaBeouf: On that second one, we were in New Mexico, and I'm supposed to stab this spear into Optimus's chest—which is a big blue mound. And there was moisture all over this blue tarp, and I kept slipping. We did one take where I slipped and the spear went into my eye above my retina.
Bay: Oh, I went down to my knees. I thought he lost his eye.
LaBeouf: This liquid started dripping down my face. They thought maybe I had popped my eyeball. I look at Mike, and he drops to his knees and puts his hands over his eyes and starts crying. That's when you know the dude loves you.
Bryce: I think many of us preferred the heart and soul of the first movie.
Kurtzman: It was definitely a disappointment for all of us.
LaBeouf: I remember being in London with Mike at the premiere, and I remember coming out of the premiere—and the audience reaction was incredible, actually. It was a really, really solid audience reaction: standing ovation and all that, and we get out, and Mike had this sort of demeanor—he looked fractured.
Bay: You sometimes have to find your way with franchises.
Hodenfield: Nobody makes a better popcorn movie than Michael Bay. But you're eating that popcorn and drinking your Diet Coke, and after two and a half hours you're gonna have to get up and pee.
Julie White (actor, Transformers series): He's just trying to make a fun popcorn movie for you, so? So it's twenty minutes too long. Get over it.
Josh Greenstein (Co-President, Marketing, Paramount): In terms of negative attention, I think that's overblown. The audiences loved the movie. Whether critics did or not, that's another story, but the movie played and ended up grossing over $400 million.
Turturro: I thought Two was good. I liked it better than One. A lot of people I know feel that way.
White: After that second movie, I couldn't read anything about it, because the attacks on him seemed so personal. It felt like the critics were all the geeks in high school who had hated the guys who played football or something.
Bay: I did Transformers: Dark of the Moon because the studio president came to me, he says: "I'm going to get fucking fired." I really looked him in the eye, and I'm like, "It's a lot of work."
Rob Moore (Vice Chairman, Paramount): That conversation was part of a trip that Adam [Goodman], Michael, and I took to Las Vegas. We were very motivated for him to do the movie and he wasn't sure. What specifically we said? I think there's an expression, What happens in Vegas, stays in Vegas. It seems like Michael has broken that rule.
Bay: I'm not going to sit in my house by myself—what am I going to do? Leading the fat cat life—I don't want to do that. I'd rather go back in the trenches.
In Which We Learn There's a Man Inside the Machine
LaBeouf: I've only seen Mike with two women in the six years that I've known him. He wants a family and has the heart for it.
Case: He's kind of the Warren Beatty of our generation.
Roger Barton (editor, various Bay films): My wife tries to limit my outings with him.
Jon Voight (actor, Pearl Harbor, Transformers): He has his girlfriends, all of that stuff. He's an active guy with his gals.
Bay: Well, it was only two [blonds]. But that was two in a row. Normally I don't go out with blonds.
Harriet Bay: I said, "Oh, Michael, I guess you're going to be like Warren Beatty. He didn't get married until he was fifty." So Michael feels he's got three more years to go.
Bay: It's about finding a wife. I've had a lot of great girlfriends.
White: I just can't see him with somebody over 35.
Bay: I'm a serious guy, but I don't take myself so seriously. Some people are so serious.
Greenstein: That Verizon commercial he did about himself? It's fucking hilarious. That's the real Michael: he is really funny. There's always a little bit of a wink to how he feels about this persona that's out there about him.
White: He is extremely passionate about getting it right and making it cooler. And sometimes—to his own detriment—making it bigger, bigger, bigger!
Bay: They make up words like Bayos and Bayhem and all this crap.
Bates: Through the years, his sentences are getting shorter. Incomplete sentences.
Calvin Wimmer (editor, Transformers series): All the words are English, but you have no idea what it is he's talking about. And you gotta go find the people that were nearest around him at that time and try to figure out: "Okay, so this is what he said—what does this mean?" Because it comes so fast.
Turturro: Sometimes it's hard because he doesn't always explain himself. His brain is moving so fast.
Barton: After one of these downloads, I find I need a couple minutes to myself, because I've got a note or a paper full of chicken scratch, which are word fragments because he was talking so fast.
Wimmer: You have to decipher the Bayroglyphics.
Joel Negron (editor, various Bay films): I think the recurring editorial theme is: Guess. But guess correctly.
Kruger: Just when you think he's really upset about something, he'll get off the phone having screamed. He'll throw down the phone and just with a smile, say, "That should get their attention." He's very self-aware.
Bay: The persona comes from…I'm a frank guy.
John Malkovich (actor, Transformers: Dark of the Moon): You know, it's an incredible amount of pressure. And sure, somebody could say "He's a junkie for that," or "He likes the authority," but I always think, God, that must be so lonely.
Bay: Some nights I sleep like a baby. Other nights it's, Oh God, I just came up with a bomb shot.
Tyrese Gibson (actor, Transformers series): Sometimes, we'll be hanging out, and Michael just leaves mentally. You can tell, like, he's looking at you, but he's looking through you. His mind is somewhere else. He's thinking about a camera angle, some kind of visual effect.
LaBeouf: Mike is a vulnerable guy. He's the guy who laughs at a joke, then asks you why it's funny.
Lawrence: He challenges you to be better, and if you try something and it's not funny or it's not what he's looking for, he will look at you with a blank stare, like, "I don't get it."
Scarlett Johansson (actor, The Island): I ran into him leaving a party once and asked him if I could be the Easy-Bake Oven Transformer. He looked at me in all seriousness and said, "There isn't one."
In Which the Damsel Calls Our Hero "Hitler"
Before filming began on Transformers: Dark of the Moon, controversy struck. In an interview with the British magazine Wonderland, star Megan Fox said Bay "wants to be like Hitler on his sets, and he is. So he's a nightmare to work for."
Kruger: She was there for rehearsals. But she seemed like an actress who didn't want to be a part of it. She was saying she wanted to, but she wasn't acting like it.
Bay: She was in a different world, on her BlackBerry. You gotta stay focused. And you know, the Hitler thing. Steven [Spielberg] said, "Fire her right now."
LaBeouf: Criticism is one thing. Then there's public name-calling, which turns into high school bashing. Which you can't do. She started shit-talking our captain.
Bay: I wasn't hurt, because I know that's just Megan. Megan loves to get a response. And she does it in kind of the wrong way. I'm sorry, Megan. I'm sorry I made you work twelve hours. I'm sorry that I'm making you show up on time. Movies are not always warm and fuzzy.[Editors note: Fox declined to comment for this article.]
Bryce: On the plus side of the column, Rosie has done an enormously wonderful job for being a newcomer.
Bay: Listen, I mean, Rosie came in and she would say hello to the crew. She would acknowledge the crew. She'd say thank you.
Rosie Huntington-Whiteley (model/actor, Transformers: Dark of the Moon): I was really grateful to everybody, from the people on the catering department to the camera boys to the producers to Shia.
Julie White (actor, Transformer series): I texted [Megan] and was like, "Come back, Lassie!" Because I think she's magic. She is the My Little Pony of Transformers.
Bay: She sent me a text three months ago. She said "I hope you're doing well." I responded, "Who is this?" She goes, "Megan, you dork!" I said, "Oh, well, thank you, hope you're well." When you're days and months on a set, it's like a family. You say rude things and you make up. Like, we were shooting a scene in front of the space shuttle and Shia called me a "cocksucker."
LaBeouf: Sometimes to make [a scene] real for me, I need to mindfuck myself. And part of that is having a speaker on set with an iPod plugged in so I can conjure emotions. And some of the songs that I like to play, Mike's not going to have it.
Bay: So Shia's gonna do his emotional scene. He gets out of his car and says, "Michael, you're gonna start with me first." And I said, "No, we're gonna start this way. This is a space shuttle! The United States of America! The last one to be launched!"
LaBeouf: So I'm playing my song and he finally says to me, "No, we're not going to play that song." And he puts on some orchestral Batman soundtrack shit. Not for me, you know?
Bay: Then he called me a "cocksucker." But I knew that he had just broken up with his girlfriend. So I didn't go after him. I just said, "That's rude. Don't call me that."
LaBeouf: It was probably the worst argument I've ever had with a co-worker—under a spaceship, screaming at him, "You motherfucker!" All this insanity. Really crazy stuff that I don't feel comfortable repeating, actually. Really gnarly.
Bay: So I ignored him for three days, and that just drives him nuts. "Mike, I'm so sorry! I'm so sorry!" I've had to do a little parenting with Shia, but he's a great kid.
LaBeouf: And then you pull your pants up and you get back to work.
In Which We Learn Our Hero Is, Okay, Yes, a Bit of a Tyrant
Johansson: He can be merciless at times, yet surprisingly sensitive.
Smith: One day he comes to our trailer and says, "Can you guys step out here for one second?" So we go, and he points up to the sky and says, "You see that big fucking orange thing? When that goes down, this scene's over. So I don't give a fuck what you say—just make sure you say it in my shot."
Bryce: He is a machine, but he recognizes that he doesn't want to be.
Lawrence: I mean, he's like the mad scientist.
Basinger: And of course, he's a screamer.
Form: The building shakes.
Smith: He's a yeller, but he's not really a fighter.
Michael Clarke Duncan (actor, Armageddon): He's like one of those Chihuahuas that's always barking.
LaBeouf: He's got to be a motherfucker. Because there's 90 people marching to the beat of his drum, and there can't be any indecision. And so it's a character that Mike puts on; he's very smart, and you need that guy to make these movies.
Tyrese: He's got this thing in his head, man, he doesn't want to give me too many compliments.
Kruger: High praise from Michael on an action sequence will be, "That's pretty good."
Bates: If he doesn't eat, he just goes south. If you don't get a peanut butter and jelly sandwich in him, he has a meltdown around lunch hour.
LaBeouf: He's not at all this alpha male, this machismo legend shit—he's not any of these things. You know what he is? New York. If you can make it on a Bay set, you can make it on any set.
Hodenfield: We all have tried over the years to anticipate what [he wants], but after a certain point you get tired of being told you're dumb.
Waldman: He said to me once, "You look familiar. Haven't we met?" I told him I was second unit on Bad Boys, and he said, "Oh, I remember you. You sucked."
Bates: He's just a real pain in my ass—and you can write that. I love him like my brother, but I don't talk to my brother. We call him socially retarded sometimes.
Harriet Bay: I think people would like me to tell horror stories, like he was this devil. But he's really a good kid.
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