18 Fun Facts: the Making of Michael Bay's Transformers

Are you a Michael Bay fan?

Maybe you are. Kinetic camera work, intense performances, action scenes shot with as much in-camera effects as can be and painstaking attention to composition

Or maybe you just know Michael Bay as the big explosions guy?

Whether you like this director's unique style or whether you believe it lacks substance, you are probably gonna agree that Michael Bay made an indelible mark in Hollywood and helped redefine the aesthetic of fast-paced action blockbusters. And the movie that pushed the boundaries of his signature style more than any other is the first Transformers

So why are we here?

Here at Mighty Chroma we were going through the amazing Director's Commentary track of the Transformers 4K UHD Blu Ray and we were totally blown away as we found out delicious details that tickled our cinephile appetite

Did Michael Bay jump at the chance to work with Steven Spielberg on Transformers or did he have reservations? Why are the military so present in the movie? How did Optimus get those flames on his truck?

If you are a fan of the movie - as we are - and want to know more about the origin of this watershed fantasy sci-fi actioner read on our 18 facts about Michael Bay's Transformers!

Michael Bay was not initially sold on directing Transformers. Although his childhood idol - Steven Spielberg - asked him to direct, Michael thought only kids would be interested in watching cars transform into giant robots. He really wasn't sure about making a movie about toys

Enter Adam Goodman - then president of Dreamworks - who convinced Michael Bay to go to Transformers School. And yes - there such a thing as Transformers School! The school is located at Hasbro, Rhode Island, and according to Mr. Bay as you walk in you are greeted by a hallway full of all the famous toys we grew up with as children

Transformers School takes you through the entire lore of Transformers. The origin, the toys, the comics, how they evolved over decades. All the main characters and the key themes

The Transformers lore is noble and has good morals

A fan of Japanese anime movies, Michael Bay saw a series of drawings from a Japanese artist of various Transformers that he couldn't take his eyes off of. He felt very connected to that style, which was darker and had a different aesthetic than he had imagined

After that aesthetic take drew Michael Bay in, the heart of Transformers is what hooked him. As he explored the lore he had a strong response: it was noble and had good morals. Mr. Bay's question now was: How do I make it understandable to adults who may have no relationship with Transformers?

And his answer was simple:

Michael Bay has a hotline to the Pentagon. Ever since his days of working with the Air Force on Armageddon and the Navy on Pearl Harbor he developed a strong relationship with their film liaison Phil Strub. As Michael was talking to Phil about his involvement in the first film adaptation of Transformers he asked him: "What would happen if alien robots arrived on Earth?" To which Phil replied: "Well Michael, the military would definitely get involved, and this is what it would look like"

And thus the military got worked into the screenplay and grew to become an integral part of the Transformers story

I've got a hotline to the Pentagon

Michael brags about how he was the first that was allowed to use many of the high end military vehicles we see in the movie: Ospreys, Stealth 117, brand new F22. All given to Michael Bay to use on screen for the first time ever and all because - in Bay's words - he has a hotline to the Pentagon

But why does Michael Bay have a hotline to the Pentagon? According to him, it's because he has respect for the military and he makes them look good. They want everything to be accurate, and Michael is happy to do it for them

Here is an example:

For the scenes in Qatar - which were shot at Holloman Air Force Base New Mexico, dressed up to look like Qatar - the military asked that only Qatar-issue uniforms be used. If they aren't Qatar-issue, they can't be on screen in a scene set in Qatar. Bay always respects detailed requests and the results are on screen. This is why the military likes to work with him

And this is why for the scenes shot at Edwards Air Force Base they gave him F22s - brand new, 130 million dollars each. Never before seen on screen. And according to Michael Bay, those puppies can take out 6 F16s before they can even be spotted

The man responsible for the iconic Rubik's Cube style transformations in Transformers is named Keiji Yamaguchi. He is Japanese and according to Michael Bay speaks little English. And also according to Michael Bay he is an absolute genius

Michael met Keiji at what he calls the weirdest meeting of his career, at Industrial Light and Magic. He walked into a room stuffed with 30 ILM artists showing off their hi-def artwork. Michael's illustrators had worked hard on those designs for 8 months

And the result of that hard work?

Optimus Prime's first iteration 3D render looked terrible. In Michael's words he had a fat ugly face. Michael Bay addressed the room and asked What happened to Optimus? How can he look so awful?

Keiji, this is the biggest funniest outbreak I have ever seen

And then this happened

Keiji stands up in the small room packed with animators and shouts: That Optimus Prime is an insult to the Japanese people! That is an insult to the Japanese! I want to do Optimus Prime!

And Michael said: Keiji, this is the most bizarre meeting I have ever been to. The biggest funniest outbreak I have ever seen. And you know what? And just because of that I am gonna let you work on Optimus Prime

That outburst and that passion got Keiji the mega job of architecting the 3D modeling of Optimus and when that was a success he got to work on every Rubik's Cube animation on all the Transformers

Have you been paying attention to Michael Bay's filmography? If you have then you must know he is a massive Cohen brothers fan

John Turturro, Steve Buscemi, John Goodman, Billy Bob Thornton, Scarlett Johansson, Nicolas Cage, Frances McDormand and more have all had roles in Michael Bay movies

Anybody who can bowl and have a rose in their bowling ball? I gotta work with that guy

Michael had always wanted to work with John Turturro. He always thought he was amazing. He loves working with Steve Buscemi though and had originally thought of Steve for the part of Sector 7 Agent Seymour Simmons. But Steve was busy preparing a movie as a director and wasn't able to sign on

And then Michael thought about The Big Lebowski. John Turturro's scene stealer turn as Jesus Quintana - aka The Jesus - struck a strong chord with him. So he phoned him up and asked did he want a part in his next movie. And we are all very happy that John Turturro said Yes

Have you ever heard of Robert Offer?

You probably haven't, and neither had we. He is Michael Bay's best friend since nursery school and now is also his lawyer. And he likes the grass on his lawn. He likes it a lot. To the point that... you guessed it. He doesn't let his kids walk on the grass. When Michael heard how much his best friend was a stickler for tidy grass he just thought What neurotic dad doesn't let their kids walk on his own grass?

And he just knew he had to make it a defining character trait for Ron Witwicky, Sam Witwicky's dad - played by Kevin Dunn. Nearly all the crazy shenanigans that he and his wife Judy - played by Julie White - get up to are improvisations that these two amazing actors came up with on the spot

A dog named Mojo in a cast addicted to pain killers? That's just funny

And is that enough for a bit of front yard craziness?

Of course not

Michel Bay auditioned a bunch of Chihuahuas and picked the best. The one that was the most funny. They just thought What would be funnier than having a Chiwawa named mojo who is in a cast and is addicted to painkillers? And Michael Bay had an answer for that too. He wanted Mojo's dog house to be a tiny bird house on top of the front yard

According to him, his art department couldn't believe their ears when he proposed that

Sometimes you hear people say Oh it's easy for a director to make that movie. It's all CGI. You just gotta get the right CGI artists and let them work

And maybe sometimes that's true. And maybe - other times - a director works very close with their artists, gets to know them and... directs them. And this is the case for Michael Bay

MIchael worked with his animators every day. They regularly sent him the animations they were creating and then he would direct them. Ask for changes. Told them what he wanted

Small and crazy Decepticon Frenzy was animated by a French artist at Industrial Light and Magic. Michael grew fond of his very quirky movement and unique character. He grew fond of the character

After months of intense work Michael Bay got to know each animator and their work to the letter. And one day he noticed something. He realized that Frenzy acted different. He wasn't the same Frenzy he had grown to love. And so on a conference call he asked his team Is a different person working on Frenzy now? The call fell silent. Michael felt their hesitation. And then someone at the other end of the line said Yeah

Whatever you gotta do you gotta get the French guy back

Michael was shocked and he told them flat that he wouldn't have it. You gotta put the French guy back on. It's a totally different character

The team replied that the French guy was working on another massive franchise. The new PIrates of the Caribbean movie. He was busy. He had been moved to a different project. Michael insisted: Whatever you gotta do you gotta get the French guy back. And they did get him back. And that's why through the entire Transformers movie Frenzy preserves his unique character and quirky moves

And here we are. Back at the military. A very, very prominent aspect of Transformers

Did you know that a lot of the military personnel you see on screen are real and very decorated United States Navy SEALs and Rangers?

This adds realism and gravitas to every scene. But it goes beyond that. Michael Bay is a gregarious person and he talks a lot to his cast and crew. And he collects stories. Some of these stories are worked into the screenplay and make into the finished product

A real Navy SEAL told Michael a story that happened to him down in Grenada, West Indies

It happened down in Grenada where they were trapped in a house

The story goes: the Navy SEAL and his unit were trapped in a house and had lost all their comms. They had a cell phone and that was their only way of contacting the Pentagon and call for support. And was it easy to make that call? You guessed it. It wasn't

They had to get a credit card. And they had to talk to an operator and pay for an overseas call. While under attack. After they linked up with another operator - this time an operator at the Pentagon - they were able to vector in their position and get an air strike to come to their rescue

Michael Bay was fascinated by this story and used it for the collect call that Captain William Lennox - played by Josh Duhamel - places while under assault. The very uncooperative and bored operator on the other end of the line was added as a flourish and a little bit of comic relief in an otherwise extended and intense scene

Remember the little blonde girl who wakes up in her bedroom at night? As the Autobots arrive to earth? And finds a giant robot in her pool?

There were actually two little girls. Yes. Michael Bay hired two girls for the same part. Why?

Every set where child actors play has a social worker. The role of the social worker is to supervise and make sure that the children don't work too many hours and that they are safe and comfortable. When she heard from Michael that he had hired two little girls for the same part, the social worker on the set of Transformers was as surprised as you probably are

She asked Michael In all my life I have never seen a director hire two girls for the same part. Why did you do that? And Michael replied to her "We are close to 11.30 and we only have 20 minutes left to work with kids to get this very important shot. And I guarantee you one of the two little girls will crap out*

That's what it's about! It's about a kid screwing up!

And guess what happened? The other kid did crap out

Michael Bay went with the blonde girl - the one who had stayed awake

A shot that Michael Bay really likes is one where the girl looks up at the Autobot that emerges from her pool. This is a crane shot. And the crew didn't realize they needed a crane until they got on location. At the house the crew had to place calls all over Hollywood - at 8pm - and managed to put together a makeshift crane

The shot we see in the movie is their very first take with the little girl. Michael explains that it's very hard because the little girl has to follow a pole above her six times. And she tripped. She did a little stutter step. Industrial Light and Magic asked Michael Bay if he wanted to use another shot. One where the little girl doesn't trip up. But Michael loved the shot because of the mistake. It looked more real. As Michael Bay explained to ILM: "That's what it's about! It's about a kid screwing up!"

First off Michael Bay got - in his own words - a lot of flak for turning Optimus from a flat-nose to a long-nose truck. A lot of people don't know that that was because he wanted to preserve the mass of the vehicles for every transformation in the movie. A flat-nose would only allow Optimus to transform and stretch to 20 feet. And a flat nose allows him to stretch to 28 feet - the height that we see in Transformers and makes Optimus that more massive

I'm telling you, a white guy is not allowed to paint those flames, okay?

And then Michael got more flak for putting flames on Optimus. Like literally - Michael Bay got death threats. But he really wanted them and according to him the flames also give you the impression that Optimuss has ribs when he transforms into a robot

Michael Bay went to his teamster captain - the teamsters are in charge of painting vehicles, amongst many other duties - and said I'm telling you, a white guy is not allowed to paint those flames, okay? I want a cholo. I want a guy who is an artist and who knows how to do these amazing kind of cholo cars. It's art. Find him, all right?

Eventually the guy they did get is from Mexico. Michael received a picture of the guy sitting in his art kitchen, holding a cup of coffee and with his hat backwards. They explained to Michael He doesn't speak any English. We're gonna use an interpreter. But he does amazing flames

And at this point in the commentary you can hear Michael break out into a hearty, excited laugh and say And I gotta tell you they were the most beautiful flames I have ever seen!!

Michael thanks the fans for pushing him to use Peter Cullen for the voice of Optimus Prime. You guys were right from the start! he says. But Michael Bay did want to keep his options open and he actually auditioned Peter Cullen twice for the part

During his process, he had a multitude of other actors in mind, both for Optimus and for the other Autobots and Decepticons. And it is this process that landed us the amazing Hugo Weaving as the voice of Megatron

The actors that Michael had in mind didn't just inform the voices, but also gave him ideas for the presence and movement of the characters. He asked his animators to look at Liam Neeson and see how regal he is, and use that as inspiration for Optimus. He also had Michael J Fox as Bumblebee and Hugo Weaving as Megatron

Hugo's voice just kept sticking in my head for Megatron

The fans really pushed for Frank Welker to voice Megatron. Great voice artist, but it just sounded too cartoon to me said Michael Bay. And he didn't feel like asking Frank Welker to change his performance for this movie. It didn't feel right to him

One of the producers on Transformers - Lorenzo di Bonaventura - had worked on the Matrix movies and called Hugo Weaving and convinced him to jump on board for Transformers

Hugo was in Australia at the time and Michael Bay directed him there via... iChat. Of all things. He notes how It was amazing how I was able to direct him so far away with modern technology. He just has an awesome voice for Megatron

When he was almost done with his rough cut Michael told Steven Spielberg - who had spearheaded the production of Transformers - that he wanted him to see a few scenes. But Steven said that he preferred to watch the entire movie when it was all done. Michael Bay really wanted to show him something and convinced Steven to watch one scene

I have never seen robots do this!

It was the scene where Sam Witwicky and Mikaela are in Sam's room at night and their parents find them out. Sam's dad hears a sound from the garden. And all the Autobots have to scramble to hide around everything they find around Sam's house. It was hysterical because Steven kept hitting me on the leg and laughing like a kid

Michael asked him why he liked that scene so much and Steven said I have never seen robots do this!

When Michael Bay was a kid he had a small job where he filed the storyboards for Raiders of the Lost Ark. And now that legend of a director was complimenting him and slapping him on the leg

But you're the dude who invented dinosaurs! You've seen everything Michael said. And Steven replied But I've never anything like this

Months after that they watched the first cut of Transformers together at Michael's house, in his screening room. And that went even better. As they watched the movie, Steven Spielberg kept giving Michael Bay high fives. All the way through

When a good scene would come on you'd see his arm go up and Bam! another high five

One of the most recognizable locations of Transformers is the Hoover Dam - set in the Black Canyon of the Colorado River, on the border between Nevada and Arizona - where several of the most recognizable action sequences of the movie take place

Would it shock you if I told you that those sequences almost never made it into the movie as Michael Bay and his crew were threatened to not be allowed to shoot there?

This is because of a little incident that took place just before they were scheduled to shoot those scenes. It involves a high-speed car chase shot in the Valley of Fire, a Porsche Cayenne, a semi-trailer truck locking up, a perfect shot, lots of adrenaline... and Michael Bay breaking a pretty significant rule

I'll run any police roadblock I have to if the sun's going down and I got a beautiful shot

To film many of his heart thumping car chases Michael Bay uses a Porsche Cayenne modified by Pursuit Systems. They were in the Valley of Fire to shoot a high-speed sequence that involves Optimus Prime as a semi-trailer truck and of course Michael was in the car, right behind it, in the middle of the action. They were going at 55 miles an hour and... the semi locked up. Michael Bay was right behind it and his own words I mean, I gotta tell you. That's a little scary

Right after that little accident - as they kept shooting - the sun started going down and the light was perfect. They saw a police roadblock up ahead. But Michael had to get that shot and he told his crew to keep driving and keep shooting. They blew right past the roadblock, got the shots... and then they had to deal with the aftermath

In Michael Bay's own words They were so pissed and they hauled Ian Bryce, my producer and he had to kiss a bunch of hands in Vegas or they were gonna shut us down at the Hoover Dam

And there you have it. The iconic Hoover Dam sequences in Transformers almost never happened because Michael Bay had to get his perfect shot. And we have Ian Bryce's smooth talking to thank for those sequence actually happening

Michael is a committed filmmaker and getting great shots is paramount to him. He is also not very good at taking no for an answer. And he had a good feeling they were gonna be able to apologize and resolve the issue later. Which they did. In Michael's own words Whoops, I didn't see it. Sorry

And this takes us to the final battle of Transformers - an epic 25 minute ending action scene set in the fictional town of Mission City, where Sam, Optimus and the Autobots team up to fight the Decepticons and push the All Spark into Megratron's chest, while Captain William Lennox fights alongside and hopes for an Air Force strike to help them win the battle

And if Mission City is a fictional place, where were these scenes shot? Were they all in one or spread across multiple locations?

It's one of the hardest things I've ever done - in terms of keeping these storylines going simultaneously

Michael Bay and his crew had to shoot on 4 different locations. 1 city block in Detroit, 2 blocks in LA and 1 on the Universal backlot. 4 locations. And a single 25 minute sequence that had to look like it was taking place in real time and in the same place. Every shot with Shia LaBeouf, Megan Fox and Josh Duhamel we see in the movie, every close up, every master, through different angles are all cut together from 4 different locations

And their job while they filmed - and later edited - was to blend all shots together as if they are one seamless sequence. While he looked back at the scene Michael realized that all shots are matched and that it is really hard - maybe impossible? - to tell at what location they actually are in each frame

Are you able to spot them?

In the final battle - and just for a moment - we see an African-American homeless man sitting on a chair, while Autobots and Decepticons wreak havoc on Mission City. That man is a homeless man named Ron, and according to Michael Bay he is a very intelligent man. And a huge fan of movies. Ron knows everything about the film industry and also knows many people in the business

After Ron started hanging around the location Michael and his crew offered him money. And Ron didn't want any money. All he wanted was to be around movies

Ron is a great guy. I want him to be in all my movies!

Ron followed them wherever they went. He rented a car, hitched, got a bus ticket. And made it all the way to Detroit. Everybody was surprised to see Ron there and Michael told Ian Bryce that they had to get him a hotel room. While Ron refused at the beginning, they managed to convince him

Michael really liked Ron. They had great conversations and showed a great passion for movies. And through his passion and persistence he got to be in the final showdown scene of one of the biggest Hollywood movies of that year

The epic final battle in Mission City is full of amazing scenes. And some of the stories behind them are even better. Here is another one

As Megatron is chasing Sam - who is protecting the All Spark with his life and dodging Decepticon fire power left and right - Sam takes refuge on a rooftop and at one point hangs from a statue. Was green screen used for this high octane sequence? Was it done on location - crazy! - but using a stunt double?

Shia? I'm gonna hang you out on this building

Aside from giant alien robots - which are rendered by artists at Industrial Light and Magic because they, you know, aren't real - Michael Bay is known for achieving as much as the action that he can in camera. Yep. Contrary to what a lot of people will say to you, the great majority of his crazy action scenes actually happen in front of the camera

Michael asked Shia La Beouf if he was okay with hanging from a statue on the edge of a rooftop, and Shia accepted straight away. When it came to actually doing the scene though, Shiha changed his mind real quick. I can't do this he said. Michael Bay tried a little peer pressure to start You're gonna embarrass yourself in front of the whole crew

According to Michael Bay while he was convincing Shia that this was totally okay his thoughts were actually I would never, in my own mind, I would never go out there. But I'm a director so I can tell people to do things like that

Shia still resisted and at that point Michael brought up arguments that had to do with money and with an NBC show hosted by Joe Rogan. He said You get paid way more money than those kids in Fear Factor. So get the hell out there

Shia LaBeouf agreed and they shot the scene. According to Michael Bay there wasn't a lot of foot room on the ledge but they did everything in a very safe way and with the use of very safe wires

Michael got the shot he wanted and it looks great because it is all real. And Shia? How did he feel after he finally did it? According to Michael Shia loved it

The final sequence seems to never end and is filled with spectacular pyrotechnics. One of them is Starscream flying deep and fast amongst the buildings of Mission City. Surely shots among city skyscrapers, at that speed and with that amount of acrobatics must be digital, yes?

The pilot is flying as fast as he can through and around these buildings

Again, all the shots are real. Michael Bay had his trusted helicopter pilot fly among actual skyscrapers

On top of that, they equipped the helicopter with VistaVision - a format with a much wider negative introduced by Paramount in 1954 that was a favorite of Alfred Hitchcok's in that era. Today the format is less favored than in its heyday, but filmmakers like Christopher Nolan, Zack Snyder and Michael Bay still use it for their most spectacular sequences.

Michael asked his pilot to fly as fast as he can and film as many spectacular aerial sequences as possible. This is the same style and technique they used for some of the Pearl Harbor shots. And in keeping with the Pearl Harbor style, when it came to animating Starscream and adding him into the shots they had some of the same plane animators that had also worked on Pearl Harbor

At this point Transformers was shot and cut and it was time for a well tried practice of Hollywood mega blockbusters - test screenings. These were done in Arizona and they included Paramount and DreamWorks studio executives assessing audience reactions. They had 2 screenings in 2 separate theaters. A family theater for the kids - and their parents - at 5pm. And an adults only screening at 8pm. Both were 500 person houses

Studio screenings are a big event where executives decide if they have faith in the movie and how far they are gonna push the marketing. And Michael Bay likes to come prepared. So before the studio screenings he has his own screenings. Michael prepares a very rough cut of the movie and shows it in advance to a small group of different aged kids. And they give him ideas. He can see where they get confused, what they like and what isn't working. Michael did that twice. First with 9 year olds to 16 year olds and then with 16 to 25 year olds. Michael Bay says that helped him prepare for his first studio screening

And here we are. 30 people from Paramount and DreamWorks ready to determine what they are gonna spend on advertising. Michael Bay is a final cut director and yet he says studio screenings are intense and everybody is nervous. The screening starts

The studio is doing cartwheels

The first screening with the families goes very well. Everybody is laughing at the more childish jokes but nobody laughs at the adult jokes. They get several applause moments throughout the entire screening. And then the focus group starts, where they ask the audience questions on which parts they liked and which parts confused them

As this happens Michael runs over to the adult screening and throughout the evening he keeps running back and forth. At the kids focus group there are 26 people. They get asked for a rating and they all rate Excellent - the highest mark. Michael thinks this is a fluke. Maybe the kids are excited. He runs back to the adult screening

There Michael Bay is sitting in an isle with a volume control box - the sound is a little rough in those screenings and he likes to adjust it. Michael spots a 30 year old guy who is sitting close to him - and has no idea he is the director - and asks Do you like this kind of movie? and the guys says Not really my thing. And at that point Michael thinks Okay, this movie is gonna suck for grown ups and kids are gonna love it

But then something happens. The adults have a round of applause at the end of the movie. Focus group, this time for adults. 26 people. 24 Excellent and 2 Very good. A 40 year old woman says I was dragged to this movie and I didn't wanna see it. But this movie? It reinvents superheros. I'm tired of capes and suits. This is something new. Different. I have never seen anything like this before

When they received audiences scores, both kids and adults scored it 94. The highest Michael Bay had ever gotten

There are 2 post-credit sequences in Transformers. And this a few years before these became as commonplace - and expected! - as they are today. So where did the idea of putting 2 additional clips in come from? Was it always part of the plan? According to Michael Bay, this came from audience suggestions at test screenings

They wanted to know what happened to Starscream

Test audiences said they all wanted to see what happened to Sam's parents. Based on that reaction Michael shot an additional scene where Judy and Ron Witwicky - played by Julie White and Kevin Dunn - give an interview in their back garden. Audiences also wanted to know what had happened to Starscream and so Michael added a shot of Starscream flying into space - and let the audience know that the Decepticon had survived

Also based on audience reactions Michael added a scene in the Observatory where Optimus Prime explains how the Cube works and how pushing it into Megatron's chest is gonna defeat him - as the audience didn't understand what the Cube did and how it ended the battle

And so? After all this exhausting work and a big gamble on a movie based on toys - and cartoons and comics, yes - did audiences reward Michael Bay and his team?

As we all know Transformers turned out to be one of the biggest hits of 2007 and brought in 709 million dollars worldwide. The premieres were wild. In Japan they had a fantastic reaction where people applauded at the end - which almost never happens in the more reserved Japanese culture

The death threats stopped. It's a really nice feeling

4 more Transformers movies were directed by Michael Bay across the years and the total box office surpassed 4 billion dollars worldwide

And this movie is where it all started. We hope you enjoyed our retrospective on Michael Bay's Transformers and are now equipped with a far better knowledge of how the ground-breaking actioner came to be. We hope some of the anecdotes were informative - and that others were fun!

And we hope that you are happy to know that yes - after the release of Transformers and its massive success, the death threats to Michael Bay stopped