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June 01, 2001 at 04:00 AM EDT

Pearl Harbor hit theaters on May 25, 2001 — four days after its special premiere at Pearl Harbor, Hawaii. Below is the cover story from Entertainment Weekly‘s June 1, 2001 issue, in which the cast and filmmakers explain how the blockbuster came to be. 

Whoever said that tragedy repeats itself as farce was only slightly off. When it comes to the attack on Pearl Harbor, the ‘date which will live in infamy,’ history is repeated, repackaged, and served up as a Jerry Bruckheimer-Michael Bay summer spectacle.

The first Pearl Harbor assault — the one that began at 7:55 a.m., Dec. 7, 1941 — came without warning. But the second — the one that hit theaters Memorial Day weekend 2001 — has been a bit tougher to miss. After all, the air-raid sirens of hype for Disney’s $135 million World War II epic have been wailing for months. The studio spared no expense with its blitz of action-packed TV ads attempting to recruit red-blooded American males at the box office. For the women, Disney has counterattacked with the soapish come-on of a three-hanky love triangle between a Navy nurse (Kate Beckinsale) and best-buddy Army pilots (Ben Affleck and Josh Hartnett). And for anyone left behind by the love-and-war double whammy, Pearl Harbor also happens to come with its own battle-scarred Hollywood back story.

Like Barnum and Bailey before them, the producer-director team of Bruckheimer and Bay has become synonymous with the art, and hustle, of the three-ring extravaganza. And nowhere is their brand of big-top promotion more on parade than aboard the USS Stennis for the May 21 world premiere of Pearl Harbor at — where else? — Pearl Harbor. In the days leading up to the event on Oahu, Hawaii, the Stennis has been transformed from a military juggernaut into a patriotically tarted-up Disney theme park. More than three and a half football fields long, the 97,000-ton nuclear-powered Navy aircraft carrier is festooned in red, white, and blue bunting. And tonight, both Bruckheimer and Bay are on hand to ensure that the summer’s blockbuster to beat gets their signature send-off. The guest list is a strange nexus of vastly different worlds: military brass, Mouse House muckety-mucks, Pearl Harbor survivors, and of course, the movie’s stars — who, in addition to Affleck, Beckinsale, and Hartnett, include Cuba Gooding Jr., Alec Baldwin, and model-turned-actress Jaime King. The cost of the festivities: $5 million.

Despite that astonishing price tag, it’s actually only a fraction of what Disney has spent on promoting the movie. Even so, the premiere seems restrained compared with past Bruckheimer blowouts. It’s easy to see why: 200 yards across the harbor from the Stennis, the monument spanning the sunken burial ground of the USS Arizona glistens in the setting sun.

As soon as you step into Michael Bay’s Santa Monica production office, your life seems in danger. The director’s two hulking mastiffs drool and sniff at visitors, sizing them up like beef-jerky-flavored chew toys. Mason and Grace — named after Sean Connery’s character in The Rock and Liv Tyler’s in Armageddon, respectively — are humongous. Mason tips the scales at 250 pounds; Grace, the “little one,” must weigh in at a buck and change. Together, they’re a pretty fitting pair of gatekeepers for a guy whose films are the definition of big. Over the course of one afternoon in late April, Mason and Grace jump a FedEx deliveryman, paw at a UPS courier, and terrorize two messengers. But when Jerry Bruckheimer enters, the dogs don’t move. Affleck has a theory about this: “It’s an alpha-male thing. The FedEx guy they’ll tangle with, but Bruckheimer walks in, he might rip their throats out.”

Or maybe they just know who pays for their kibble. Bruckheimer has produced all of Bay’s films (in addition to Pearl Harbor, they include Bad Boys, The Rock, and Armageddon), which together have already grossed more than $1 billion worldwide. But while Bay and Bruckheimer have made enough money to bankroll their own armada, critics have always knocked them around like rag dolls.

Fast-forwarding through a selection of nearly completed scenes from Pearl Harbor on his editing computer, the 37-year-old director looks like a sandy-haired surfer, but acts like a hyperactive schoolkid. “This movie’s very different for me. It’s much more character-driven, it’s like an old-fashioned epic,” he says, crediting the script by Braveheart writer Randall Wallace. “Armageddon was more like a love story for 16-year-olds… I mean, proposing on a rocket ship? Come on! It’s f—ing funny!”

Bruckheimer and Bay both deny that the reason they were willing to waive their fees to get Pearl Harbor made was that they were on a quest for approval. And it should be pointed out that the movie isn’t exactly an art-house history lesson — it’s still shamelessly commercial enough to slap a Faith Hill power ballad over the end credits. Still, one gets the sense from them that a little respect would be nice. “I like that Jerry says, ‘If I made movies for the critics I’d be out of business,'” says Affleck. “Armageddon, Gone in 60 Seconds — they jump all over him. But when I sat down with [Jerry and Michael] on this, the impression I got was that they wanted to make a great movie — a movie that means something. And maybe they won’t cop to it, but that’s why they gave away all their money.”

Actually, it seems ridiculous that the biggest movie budget ever greenlit by a studio doesn’t include big front-end salaries for Bruckheimer and Bay. If it had, and if the rest of the cast had demanded their usual fees, the film would have cost close to $180 million. In fact, that was the initial price tag the filmmakers submitted to Disney (which is releasing Pearl Harbor through its Touchstone division). Eventually they got it down to $145 million and Joe Roth, the studio’s chief at the time, gave them a thumbs-up. But after Roth left to run Revolution Studios, they were told by Disney to trim another $10 million. Depending on whom you talk to, that was either the second or third time Bay quit.

The short-fused director wound up walking off the picture four times in all. “It was always over issues he felt were really important,” says Bruckheimer as a sort of explanation. Ultimately, Disney gave them the okay at $135 million, with $5 million of wiggle room for overages. Anything more would have to come out of the filmmakers’ pockets. In the end, Bay boasts, he went a mere $210,000 over, adding that he just made his first $1,000 on the movie by renting out his swimming pool to Pearl Harbor‘s sound crew during postproduction. Frankly, Disney doesn’t see why so much has been made about the record-setting budget. “There are probably 30 movies that cost more than this one because they go over budget,” says Dick Cook, chairman of the Walt Disney Motion Pictures Group.

When Bay finishes showing off his footage (bad cop Bruckheimer begs him to stop, saying he’s giving too much away), he lets loose a proud smile. “Everyone talks about it like it’s a huge, expensive movie,” he says. “But I’m telling you, this movie for $135 million is a steal! It’s a f—ing bargain!”

Kate Beckinsale almost didn’t wind up in Pearl Harbor because of a pair of black leather pants. Nearly a month before their start date, Bruckheimer and Bay still didn’t have their Evelyn Johnson. Bruckheimer felt that Evelyn, the Navy nurse who falls for the best friends, had to be gorgeous, but not so drop-dead that women in the audience would feel alienated. She also had to be an experienced actress, but not so well-known that moviegoers wouldn’t buy her in the part. Bay rifled through screen tests from hopefuls in New York and L.A., as well as Canada, Australia, and Denmark. Then he got a scratchy tape from Beckinsale. “The character had to have that old-fashioned vibe,” says Bay, “and she came in these pants!”

If he’d bothered to take a look at her work in Much Ado About Nothing, Cold Comfort Farm, or A&E’s Emma, Bay would have seen that the actress is as comfortable in lace as she is in leather. “I think they were worried that I was too much of a rock chick,” the England-born actress says. “But it was cold… plus, I have a 2-year-old [Lily, with her longtime boyfriend, actor Michael Sheen], and if you get covered in baby goop, they wipe.”

In person, Beckinsale actually does look a bit like a rock chick. Even though she demurely sips a cup of hot water with lemon and speaks in a singsongy British accent, she also smokes to beat the band and cusses like a shipman on shore leave. Tall in a pair of platform sandals, with a black scarf around her neck, the 27-year-old admits that making Pearl Harbor was overwhelming on every front. “It was only once I got to Hawaii that I actually said, ‘F—, what have I gotten myself into?'” she recalls, laughing. “People kept saying, ‘It’s a Michael Bay movie,’ like they were warning me. I think what they meant was that he’s not known for being the most nurturing, actor-friendly director in the world.” That, apparently, is an understatement. Says Affleck, who also starred in Bay’s Armageddon, “You’re never in danger of getting a swelled head on a Michael Bay movie.”

Beckinsale shudders when the conversation steers around to the impact a film of this size might have on her career. Until now, she’s preferred smaller projects like The Last Days of Disco and The Golden Bowl — not because she hasn’t been offered roles in bigger films, but because she just didn’t feel ready. “I remember when Cold Comfort Farm came out here, I couldn’t go to the opening — I wasn’t stable enough,” says the actress, who this summer also stars in the romantic comedy Serendipity, opposite John Cusack. “America just seemed like the most frightening place. I thought that you got to the airport and someone threw a dollar bill up your nose with cocaine on it and got you into boob surgery straightaway.” But motherhood has mellowed her and made her relax about the prospect of stardom. “I couldn’t have handled Pearl Harbor at 20. But now it feels like I’m ready… as ready as you can be.”

Josh Hartnett likes talking about celebrity even less than Beckinsale. The 22-year-old’s quiet demeanor, which in such films as The Virgin Suicides and Here on Earth can play as doomed and brooding, feels more like a side effect of shyness. Either way, it provides the kind of far-off gaze that many women — teenage or otherwise — find dreamy. “All of the girls would sort of die when he sat in the makeup chair because he was younger and prettier than all of us,” teases Beckinsale. “It was like he surfed right in there on his own cheekbones.”

Just three days before the Pearl Harbor premiere in Hawaii, Hartnett looks like he’d fit right in aboard the Stennis. Along with his sleepy eyes and caterpillar eyebrows, his hair is cut like a closely cropped fairway. The ‘do, or lack of one, is for the film he’s shooting with director Ridley Scott in Morocco — another Jerry Bruckheimer war effort called Black Hawk Down. It seems to be a strong vote of confidence that Bruckheimer reenlisted the actor. Then again, the casting move could have been more calculated than that, since the producer could still get him on the cheap before Pearl Harbor opened. Jokes Hartnett, “If what he pays are bargain-basement prices, then I’m the luckiest guy alive.”

While the part of Danny Walker — Affleck’s rival for Beckinsale’s heart — is certainly the most high-profile role Hartnett has had, the actor says he wasn’t always sure it was the direction he wanted his career to go in. “Are there stigmas attached to doing a Bruckheimer-Bay production?” he says. “Yeah. I wasn’t sure if I would have respect for myself if I was jumping around shooting guns and looking all snazzy in a blockbuster.” But the bit of advice that finally tilted him toward the film didn’t come from his agent, his manager, or anyone else paid to weigh in on such matters. It came from his father, who told him, “Don’t be afraid of fame — you can always quit and it will go away in no time.”

Listening to Hartnett grapple with the perils of stardom, it’s hard to believe it wasn’t all that long ago that he was just another Minnesota kid hawking souvenir pencils in a Mall of America gift shop. Hartnett looks down in either embarrassment or dread and sighs, “Worst job I ever had.”

There are two things that should be known about Ben Affleck: First, he’s kind of hilarious. Second, he just can’t seem to keep his mouth shut when he eats. When the actor gets fired up, bits of salad shoot off like sparks. It’s a little more than a week before Pearl Harbor hits theaters and we’re sitting in the actor’s loft-like apartment in Montreal, where he’s living while shooting The Sum of All Fears — the latest installment in the Jack Ryan franchise (The Hunt for Red October, Patriot Games, Clear and Present Danger). But even though his days are filled with Tom Clancy’s military techno-geekery, Affleck insists he’s really working two jobs. “At this point, I’m just dying for [Pearl Harbor] to come out and send the case to the jury,” he says. “I have to do 600 interviews next week. Six hundred! For the Belgian press I think I’m going to just invent s— and then blame the translation. I’ll be like, ‘Kate, I didn’t say we slept together — that’s just how it sounded in French.'”

Affleck says that when he first met Beckinsale, she told him she thought he’d be more of a “towel-snapper.” And there definitely is a bit of frat boy in the 28-year-old actor. But more than anything, he comes off a lot like his Pearl Harbor alter ego, Rafe McCawley — a cocky Tennessee flier eager to go to war. Unlike Rafe, however, Affleck wasn’t all that eager to head off to preproduction boot camp. “It was just a week, but it was the hardest, most trying week of my life,” he says. “It was like Full Metal Jacket with the dude screaming at you.”

At first, Affleck had dodged Bruckheimer and Bay’s draft. He was already lined up to star in Cinderella Man, a boxing movie that Billy Bob Thornton was to direct. But when that movie stalled, Affleck was curious enough to take a peek at the Pearl Harbor script. “I thought it was really moving,” he says. “I started to tear up. I gave it to my girlfriend at the time [Gwyneth Paltrow] and she was moved too — and she’s someone whose opinion I trust.”

Once they had Affleck hooked, Bruckheimer and Bay felt they could lower the boom: The actor would receive only $250,000 for the role — a pittance next to the $10 million he reportedly snagged to play Jack Ryan — with a piece of the back end that may or may not pay off. “In order for me and Michael and Jerry to make money, the movie has to be profitable by Disney’s accounting,” he says, cracking up. “I get accounting statements from Good Will Hunting, which I know cost $18 million, and it’s grossed $230 million worldwide, and it’s still about $40 million in the red… I mean, it didn’t even cost that much!”

Back at the USS Stennis, the premiere’s red-carpet processional is in full effect. And while it would have been inappropriate to have clowns piling out of VW bugs or a caravan of elephants marching trunk-to-tail, the event is most definitely a circus. A ukulele combo serenades the arrivals as women in sarongs hand out jasmine-scented leis. Sailors in dress whites jostle to pose with the suntanned bombshells of Baywatch Hawaii. Courtney Love spins for the paparazzi, a mere stone’s throw from Sam Donaldson.

But for a Bruckheimer bash, it seems oddly routine. “No go-go dancers on the 40-inch guns,” jokes Affleck. “That would be in poor taste. These guys are certainly aware of that.” In other words, this is hardly a date which will live in infamy.

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