If you’re a fan ofMichael Bayand want to hear him share some awesome stories about the making of his movies, you’re about to be very happy. Last week, Collider hosted an early screening of Bay’s new movie,Ambulance, and after the screening ended, he joined me for an epic 90-minute Q&A! If you’re not aware, Bay rarely does Q&As, which is one of the reasons we made sure to film the event.
Since we covered so many subjects, I decided to break it up into three articles.

In today’s installment, Bay talks about how seeingRaiders of the Lost Arkas a kid inspired him to become a director, what it was like makingBad Boysand how Sony and his line producer didn’t have faith in the movie, how he comes up with trailer shots, how he pushed the envelope when editingBad Boyswith his fast cuts, and how hisPearl Harbormovie included the most complicated explosion ever done on film. He also revealed it took three and a half months to rig the explosion, and they put dynamite in the water.
In addition, Bay shared what it was like filming13 Hourseach night during the eighteen minutes of sunset to get the shots he wanted, what it was like working withSean ConneryonThe Rock, how he discoveredMichael Clarke DuncanforArmageddon, why he should have showedBruce Willissome footage from the movie earlier in the shoot, and so much more.

As usual, I’m offering the interview two ways: you can either watch what he had to say in the player above, or you can read the conversation below. Trust me, this is one of those you want to watch.
Finally, a huge thank you to Universal for helping to make this event happen. Look for more with Bay soon.

COLLIDER: I read, and I obviously could be wrong, that you worked onRaiders of the Lost Arkwhen you were 15, doing something.
MICHAEL BAY: 15 and a half. Literally right outside the Universal, the black glass building. Earthquake? Was that the movie around there?

BAY: 15 It’s the parking lot now, where the subway was. There was a little brick building. I was saving up for a car, a 240Z. It was a piece of shit. My parents took it to the mechanic. The mechanic said, “Don’t buy it.” But literally, it was a summer job. And I was filing Yoda’s house, a bog house. Literally, it had a very mean librarian who was the head guy there, but I’m filing all the stuff.
I was very good at baseball. I used to want to be a pro baseball player. And I was on the softball team, so a shortstop. Then apparently I was good, and so they gave me an office. And in that little office, I was walking by a … What do you call that in Star Wars II? The walkers?

The AT-AT?
BAY: What do you call those things? The walkers?
The AT-AT.
BAY: The what?
BAY: Okay, I don’t even know that name, but whatever. It was a cool model you walked by, because they would do it like animation. I had this little office. One day, I started getting from London, these gigantic storyboards from London: Spielberg’sRaiders of the Lost Ark. I remember I’m filing, and I go to my 15-year-old buddies. And I said, “Yeah, Spielberg’s doing this movie calledRaiders of the Lost Ark. I think it’s going to suck.”
Okay. Let me cut to a year and a half later. I would go to the movies with my parents on Sundays. And I went to the Grauman Chinese Theater. When I saw the movie, I’m like, “Oh my God. That’s what I want to do.” Cut to even later, I was I think 24. I started directing videos when I was 22 and then started doing commercials. Maybe 25, I don’t know. I get this call from this agent. He goes, “you got to meet Steven”, it was Steven, “at 3:30”. And I think it was about 2pm when I got the call.
And I’m like, “Steven who?”
“Spielberg. Be there.”
I’m like, oh my God. Oh fuck. So, I was shy. I go to Amblin, right here. He’s 20 feet away. He’s sitting at his desk. And I’m like, oh my God, that’s Steven Spielberg. Oh my God. Oh my God. Oh my God. What am I going to say? I sat down on the chair, and I’m like, “Hey, I filled your storyboards, and I really thought your movie was going to suck.” He started cracking up. I said, “And then when I saw your movie, I decided that’s what I want to do”. So there you go.
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That’s a great story.
BAY: I never bought the car, by the way. Okay? I got Scirocco instead.
If someone has actually never seen any of your movies before, what is the first thing you want them watching?
BAY: That’s a good question. I mean, it’s like a trick question, by the way. He’s very crafty. The first thing, I think watching the performance and watching the vibe of the movie, the energy of the movie. Listen, my first movie,Bad Boys. But let me explainBad Boysfor a second, because we were three punk kids working in Miami. The studio, Sony Pictures, did not believe in the movie. I was very young, I forgot how old I was. I’m still 32, so you figure out the age, okay?
It’s like they had no faith in the movie. There were times when there was a line producer who was very mean to us. I mean, Will Smith was acting, and literally, the lights would just shut off in the middle of a take because it was 12 hours. The crew…they were not allowing me to hire any of my crew. And they were like, “That’s not going to cut. That’s not going to work. That’s not going to work.”
I’m like, “Well, let’s just see. Let’s just see.” Then I remember watching Cameron, who was in big hero of mine, watchingTrue Lies. And he had all this money, and when we had $9 million bucks. But at least I had two guys. I was working for my generation at that time. I said, “We can make something funny.” And we took a big risk. It’s like, Sony had no faith in the movie, because two black stars never worked, until that movie, overseas. That’s the first movie that broke the whole mold. The thing is, when you’re a director, your first time, if you fail, you’re done. It’s over.
So there are moments, and I’ll tell you one moment. We’re driving to another location. There was very little money, the script was terrible, but I improv-ed with the guys a lot. I’m the type of person where I did a lot of Nike commercials and I worked with a lot of famous athletes from Jordan on down. And when Will would do something, “That’s not funny.” I love funny, okay?
And there’s a thing where we’re driving to another location, and I’m like, “Stop the van. Stop the van. Stop the van.” And I saw this sign, and I just saw a light. And I came up with this shot. I said, “Get the circle track. Get the circle track.”
My line producer comes out. “What are you doing, Michael? We’re going to be late…”
I said, “This is going to be a trailer shot.” I come up with shots very fast. I put the circle track, and I said, “Guys, I just want you to just bend down and rise up, and I’m going to come around you.” Boom. There we go, huh? You know the shot.
You do that on a bunch of your movies, though. That when you’re filming, I’ve heard, I think it even happened onAmbulance. Where you’re like, “This is a trailer shot.”
BAY: Which one was that?
Jake told me today when I was doing an interview. He’s like “we were filming this…”
BAY: No, he thought it was a trailer. Jake thought he was getting a trailer shot. He didn’t. But seriously, the cast was amazing in this movie. And you never know what you get. You never know the vibe when you put people together. I think Hollywood is like, there’s less rehearsal time, and we’ve had COVID, and so you have to basically meet over phone or Zoom. When you work on a movie, the first week is the most important. I like to do a little character building. I like to do a little action, a little fun, a little funny. And you give a vibe for the crew, you give a vibe for the actors. What I most about movies is, movies take a life of their own. The actors add more, the crew adds more, and it’s a very collaborative thing. And it was a great vibe with the actors.
I have so manyAmbulancequestions, but I still have a few other things.
BAY: I talk a lot, so I’m going to attempt to limit his question.
Which of your films changed the most in the editing room versus what you were expecting, and why?
BAY: Okay, that’s a good question. Okay, head scratchers here. Editing is a very powerful thing. Listen, when I didBad Boys, I was doing a technique where I was cutting faster. And my editor, my crew was like, “It’s too fast. You can’t cut that. You can’t cut.”
I said, we’ll watch it." I’m like, well the younger generation can process things faster. The smaller the screen, the faster you can process. The bigger it gets, you have to slow it down a bit.Bad Boys, if you look at that, it’s a very fast cut movie. I got a lot of shit for it by critics. Now you look at action movies today, and they’ve got that same pace. So they give Paul Greengrass, who I love his movies, but they give him the props, but I was doing this well before he was ever in the career.
But in editing, it was a very interesting process when I did13 Hours. It’s a movie that was a true story. We had the people, the people died there, and I had the people that were on station there, they were on the set. It was weird to do that movie, because I’ve done a lot of popcorn movies. And it’s like, you do the scene, and like, ba-ba-ba-boom-bam. That’s the end of the tag of the scene.13 Hourswas not that way. It was very kind of serious, and it had to be plotting, and it had to have tension. And I’m thinking, oh, this is boring. It’s not going to work. It’s not going to work.
When I started cutting it together, and Pietro, the editor, Ridley Scott’s editor, he started cutting it together. I’m like, wow, this is tense. But it’s actually fun to do something real, that has tension. And the tension is made through the edit.
This took a lot of editing. Pietro cut this as well. Pietro is Italian. He’s very tough. “No, Michael, no. You don’t need this. No, no, no” And, “Okay, we could go for, you want some prosciutto? All right, come over. Let’s have some prosciutto.”
But I said, “Pietro, we need some funny.”
I said, “Pietro, we need to balance it.” So I would cut a little. I have my edit bay in Miami at my house, and it links to my office in Santa Monica. So it’s like of like, it’s a very collaborative thing. It’s been that for 15 years. I don’t know if it even answered the question.
I just want to interject, and I have so many questions, but I want to share a fun-
BAY: He keeps saying that, Right? I hope you guys don’t have to go to the bathroom. This will be a long session.
I did an editing room visit, and I forget if it was on one of theTransformers, I don’t know what it was. But I visited him in the editing room with a few other reporters, and it was one of the greatest edit visits of my life. Because Michael basically kicked out the editor, took control of the Avid, and played it so loud that there was paint coming off the ceiling and hitting us.
BAY: It’s true.
It was amazing because no one does this. I’ve done other edit things, and no one does this. It was great. Has there been a project that you came really close to the starting line and ended up not making? Like, it fell apart for a reason. Or, were all the projects that you’ve sort of gotten involved with, have they all come to fruition?
BAY: No, but I’m forgetting. I mean listen, I’m old. I’m actually 32. Normally, the movies are not necessarily scripts I’ve been given. There are scripts that I develop. Like, I’ll write my own action. I never try to take any writer credit. I working with writers. I improv with actors. I’m spacing on your question. I don’t know.
BAY: I can call you all, guys, later, and emails, and I can tell you the answer. All right?
In all your movies, you have amazing shots. When you think back on all the shots that you’ve done, is there one or two that really stand out as “I can’t believe we did this, and I still don’t know how we did this”?
BAY: Yeah. There’s a shot inPearl Harborwhere it’s the most complicated explosion ever done to film. It has 350 effects, bombs that are going off, dynamite in the water, seven gigantic old battleships. At Pearl Harbor. We have 20 planes in the air that are antique planes flying in circles. We have the puffy clouds where you have to shoot in between the sun. You have a couple lifeboats with real stunt people in there. You have to shut a freeway that is three and a half miles away. All this has to be coordinated. And you have 12 cameras. If the lifeboats go by the dynamite, they can get killed. So, there’s a lot going on. It took three and a half months to have them rig this explosion. Multiple, 350 events, in seven seconds. So that was probably the toughest shot of my life.
You can see on the making of, and I kept it in there, where I go ballistic. Because what I’m trying to show is the safety that it takes. And the safety stops with me. They were crossing what we call “the line of death”. I start yelling at this lifeboat with my megaphone, full voice. Because there is real dynamite in the water and they could die. So I left that in the making of, but this shot was very successful. We did set an island on fire, but we put it out. There you go.
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You used on this, you’re a big fan of RED cameras. Can you talk about some of the cameras? Like, you progression of cameras that you’ve enjoyed to using, starting withBad Boys. Can you sort of talk about how you picked your favorites in the ones you wanted to use?
BAY: I’m a big film guy, I like shooting film. Like Nolan, likes shooting film. But the thing when you went digital, the labs are dying and there are very few labs. So, big film guy. But the problem is, Panavision, those are cameras, but they don’t develop them enough, and they’re so un-ergonomic. They’re ugly looking and they just don’t fit your body. And I did film, and Arri creates the 235, which is a handheld. They had their engineers come to one of my sets, because I knew that I wanted a small camera. That was a very small camera. I had them develop these handles on the side. It’s the first time they’ve ever had double handles like handlebars. And it’s small enough that you can maneuver and run with it.
Then you have RED coming into the situation. And I’m thinking digital sucks. But it’s gotten better and it’s gotten smaller. And13 Hours, I did with Dion Beebe, the director of photography who’s won the Oscar forMemoirs of the Geisha. Great guy to work with. He literally has the best hair you’ve ever…I’m dirty after a shoot because I’m the type of guy spreading the blood and I’m holding camera. And he is always just calm and perfectly, not a dust thing on him. But what digital gives you is, it’s smaller, it’s more sensitive to light. So, it’s less light at night, so it’s cheaper. Film takes a lot more firepower and it’s a lot more expensive if you’re doing night. So,13 hourswas shooting during night blue. Do you guys care about stuff like this?
I care about this stuff.
BAY: Do they? So night blue, what I call, it’s right when the sun drops. And we’re shooting a Malta. Right when it goes over the horizon, you’ve got the sky that, it starts to go cobalt. It was during summertime, so you have about 18 minutes. So I’ve got an English crew that I’ve never worked with. They’re getting to know me. We do night blue for the first two nights. It’s literally 18 minutes. I’m like, okay, we’re going to do five shots. And mind you, I’m a very, very fast shooter.
Is this the KOMODO camera, or that’s a different one?
Well no, KOMODO is a new thing, that’s a new thing. This is funny, they go, “What do you want to paint it? Do you want to paint it black? Red?
I’m like, Jared, who owns the company, I said, “Well, if you’re giving me a free camera for $800,000…” It’s like an advertising thing. They weren’t ever selling it. I said, “Well, let’s just paint it fuck you green. Nike green.” And it’s become, they paint that Nike green, which is like that nice neon tape right there, that’s kind of what they, so they did that for me. And we keep developing the sensors and it gets better, and there you go.
I want to jump backwards for a second, because I loveThe Rockand I loved your work…
BAY: I never directedThe Rock. No, kidding.
I want to know what you can share about SeanConnery.
BAY: Okay, let me explain the very first day working with Sean Connery. I’m still a kid. Sean’s done 75 movies. I’ve done, this was my second. We’re doing the interrogation scene, with his long gray hair and the beard. I was so scared to give him his first direction. So we do one take. All right, let’s do it again. Do a second take. I’m like, oh my God, I got to give him some direction right now. “Um, Sean, can you just say that less charming?”
He goes, “Sure boy. Sure boy.” So my name on the set was Boy. And he’s a director eater. He hates directors. For some reason, I remember I was down on my knees. Effects were not that good duringThe Rockat that time. I wanted to be a magician. I real didn’t make that much money. I knew I would never beat David Copperfield, but I did magic for birthdays when I was a kid. Okay. But I had a big quarter, a large sized quarter. And I put a wire in it, a steel bar and I would spin it towards a camera. So it looks like, there’s a scene where he takes a quarter, it flips on the table, and that’s the thing that he gets out of his handcuffs. He kind of hits his chair and he dents it, and he gets out of his handcuffs. So I was spinning this quarter, I’m down there, I’m doing it myself. Sean Connery’s looking at me and he’s got this wry smile. He was a tough love guy, but he liked me. I learned so much from that guy. And he really, really taught me a lot. He was a true, true movie star, and a consummate worker, and just his work ethic. I was very sad when he passed away. So I putThe Rockline in this movie because of that.
You don’t reference your other stuff in other movies like that.
BAY: No. I mean, I did that because a lot of the generation, they can quote my movies better than I know them.
I loveArmageddon. I would like to know what it was working with Bruce Willis. Because that’s just such an awesome film, and his performance is great.
BAY: So, the truth of this, I mean, let’s go through some of the cast. Billy Bob Thornton just got his Oscar. I had Ben Affleck, Liv Tyler, Owen Wilson, Steve Buscemi, Peter Stormare. Come, we keep going. What?
(audience says) Michael Clarke Duncan.
Oh my God. You can’t believe. I’m going to tell you how I found that guy. And Will… What is the last name? Fichtner and then Patten. And then Michael Clarke Duncan. Literally, my casting woman was Bonnie Timmermann, New York. And the character name was Bear. Bonnie goes, “Michael, I found you a beautiful guy. He’s like 155 pounds.” Bonnie’s like, this tall.
I’m like, “Bonnie, it says Bear. It says Bear.”
“But Michael, he’s beautiful.”
True story. And so I hire this woman who did commercials and videos with me, and she found this guy at a gym. All right? He had never done anything. He came in to the casting session, and he’s huge. I know we’re sidetracking right now, but he’s there at the casting. Jerry Bruckheimer and me are sitting there. And he starts crying, “Oh my God, my mama is just like, she would be so proud that I’m here talking to. I love your movies.” Da, da, da.
And it was like, “Just calm down, and let’s try it.” The guy was great. Okay, cut to first day working with him. With Ben Affleck. We’re in, what do you call it? The Armadillo. What I loved about Mike Clarke Duncan was the charm, and just being real and he was a lovable guy. I like working with real people and turning them into actors. And he had this voice, and was like a bad B or C actor. I’m like, dude. And Ben’s like, “Uh oh, Mike, what are we doing?” It was first take, second take. I’m like, oh my God, we’re in trouble. I’m like, “Mike, I want you to just be you. Pretend it’s just you talking.” He became the most studied actor in terms of, he came literally the farthest because he watched Bruce, he watched everyone. Everyone sort of took him under his wing. Then the next movie he did,Green Mile, where he was up for an Oscar. I remember telling him in the psychology exam. I do that with all my actors, I give them a psychology exam. No, I’m kidding. In the psychology exam in the movie, I said, “I want you to cry.”
He’s like, “Mike, I can’t do that.”
I said, “Mike, you can. They will love you.”
“No, I can’t.”
And he just started crying. It was like, he’s great. It was very sad when he passed.
And then Bruce Willis, Bruce, it was a fun cast. It was almost like I felt like a camp counselor, because everyone was joking around the entire time.
But Bruce came in a month after we were shooting. And he was tough. What I realized psychology-wise, actors, it’s always psychology. And he just wanted to feel like top dog. Because everyone was there for a month, everyone was sort of friends. Then Bruce comes in, and he wanted to kind of assert himself. And it’s my third movie and I’m young. I was about 17 at that time, because I’m 32 now.
There’s a reason why I keep saying 32. And let me just, I’ll get that out of the way. The great Howard Stringer, who ran Sony, he was knighted by the Queen. And I said, “How old are you, Howard?”
And he goes, “Michael, Michael, we’re all 32.”
I’m like, “That’s a great philosophy.” So there we go.
So Bruce was tough and the picture slowed down to just a stall. We were shooting at a clip and then just went, because he wanted to assert himself. Talked to Jerry Bruckheimer, my producer, who was fantastic. He said, “Just show him some footage.” So three weeks, four weeks in, I showed him some footage.
And Bruce goes, “Oh man, I would’ve been a lot nicer to you if you showed me earlier.” Because actors just need to trust their directors. I loved working with Bruce. He is and was a real movie star. I was inspired by, I’m spacing on the name because I’ve been talking for nine hours today. The building, come on. What is it?Die Hard.
I was going to be like, Nakotomi Plaza?
BAY: One of the great action movies,Die Hard. Bruce Willis was funny, he has a great power of, he just holds the camera’s attention. I really liked working with him. Really did.
Look for more from our exclusive conversation with Michael Bay soon.