-- President Franklin D. Roosevelt’s
War Message to Congress

On a sleepy Sunday morning in December, as children played and families prayed, squadrons of Japanese warplanes screamed across the skies of a Hawaiian paradise and launched a surprise attack on the U.S. armed forces at Pearl Harbor. The infamous day that jolted America from peaceful isolationism to total war and altered the course of world history is relived in this epic tale of patriotism, passion and romance from producer Jerry Bruckheimer, producer/director Michael Bay and screenwriter Randall Wallace.

"Pearl Harbor" focuses on the life-changing events surrounding December 7, 1941, and the war's devastating impact on two daring young pilots (Ben Affleck and Josh Hartnett) and a beautiful, dedicated nurse (Kate Beckinsale). It is a tale of catastrophic defeat, heroic victory, personal courage and overwhelming love set against a stunning backdrop of spectacular wartime action.

Touchstone Pictures and Jerry Bruckheimer Films present a Michael Bay Film, "Pearl Harbor." Directed by Michael Bay, produced by Jerry Bruckheimer and Michael Bay, the screenplay is written by Randall Wallace. Executive producers are Mike Stenson, Barry Waldman, Randall Wallace, Chad Oman and Bruce Hendricks. The film is distributed by Buena Vista Pictures Distribution.

For Jerry Bruckheimer and Michael Bay, the making of "Pearl Harbor" was a dedicated pursuit. Sometimes an uphill battle, the duo was determined against all odds to make the film, and despite the immenseness of the production and the complicated logistics involved in such an undertaking, Disney Studios moved forward on the project.

Both producer and director are history buffs, both are fascinated by true stories and everyday heroes. With the help and creativity of Academy Award^®-nominated screenwriter Randall Wallace, they were able to fashion a fictional story about ordinary people living through real-life extraordinary circumstances. The filmmakers are quick to point out that this film is not a documentary, but rather a tribute to those men and women who have gone before us.

"Pearl Harbor is certainly a seminal event in history," says Bruckheimer. "It stands out as one of America’s worst tragedies but it also reminds us that we can rise from the ashes and go on to triumph.

"This film is a departure for us," he explains. "Although it’s a story of friendship and romance, overall it is a serious piece about the heart of the men and women, military and civilian, who lived through this period. Pearl Harbor galvanized the American people. We were not prepared for war. Boys became men overnight and nothing would ever be the same again. The Japanese as well were fighting for the survival of their homeland," Bruckheimer further clarifies. "You cannot forget there was an oil embargo against Japan and they felt they had to do something drastic. As is the case with many military expeditions, the Japanese soldiers did not know where they were headed until their mission was well underway. Taking all this into consideration, we wanted to create an entertaining movie, but moreover we wanted to capture the essence of that time in hopes of honoring those brave people."

"As a dramatist, I was not interested in writing this story if it was going to be about the inner workings of Washington politics," adds screenwriter Randall Wallace, whose initial exposure to Pearl Harbor was largely through hearing his parents discuss the attack and how it affected their lives. "I don’t really believe that’s where history happens. I believe the fate of the world lies in the hands of each individual. Tolstoy said that one man throwing his rifle down, running back through the army screaming, ‘We are lost, we’ve been betrayed,’ will panic the group. But one man picking up the battle flag, running toward the enemy screaming, ‘Rally!’ can rally an entire regiment. I see heroism as something real and tangible. I wanted to write about that."

Many of the Pearl Harbor survivors who visited the set have never spoken about their experiences. Some who came brought along their children and grandchildren. Very quietly these survivors would begin to share their stories with the crew. Extras, many of whom were young enlisted men themselves would gather round. Dressed in tattered military uniforms or skivvies or covered head to foot in oil, they would form a circle around the older men to listen.

"We’d watch adult children dumbfounded as their fathers spoke," remembers Bruckheimer. "They’d recount their tragic memories. On more than one occasion you would hear people whisper that through the years their father had refused to speak of his experience or that they simply never knew what their parent had gone through. There were a lot of tears from both generations."

"Everyone reads about Pearl Harbor in history books, but we don’t really study it in depth," says Bay. "I think the thing that really got me hooked into wanting to make this movie was when I met with a large group of Pearl Harbor survivors down in San Diego. When you look into these 80-year-old guys’ eyes and they bare their souls and tell you what it was all about, for me that was a story that had to be told. When I heard their stories and learned what happened during the attack, I realized what it meant when people said America’s innocence was lost. Every one of those men and women was heroic."

For Wallace, who accompanied Bay to San Diego, these personal anecdotes were more than entertaining stories, they were a sort of special history lesson. "Pearl Harbor was no longer an abstraction. It was no longer a story of ideas; it was a story of flesh and blood. Life can come at you in a massive, unexpected way and Pearl Harbor was an event of indescribable proportions. That’s why stories about love, sacrifice and heroism are so important to us. They bring the world back to those internal, personal ideals that are eternal to us all."

"The great thing about making movies like this is that it affords us the ability to become involved in incredibly interesting subject matter," says Bruckheimer. "You research the subject, you talk to survivors, you read, you listen to old radio broadcasts and watch other films and documentaries. You educate yourself. And then you do your best to come up with a screenplay that’s romantic, entertaining, humorous and yet has depth and pathos, and shows the tragedy that so many families went through. We tried to encompass all of that in ‘Pearl Harbor.’ We tried to be accurate, but it’s certainly not meant to be a history lesson."

When Wallace was asked to come up with a story surrounding the events of December 7, 1941, he not only had to decide where to frame the story but he also had to create specific characters that the audience would care about.

"The fundamental question was, where does the story of Pearl Harbor really begin?" explains Wallace. "I chose the war in Europe, specifically the Battle of Britain, because I wanted the story to encompass the idea that people were already fighting, but America was trying to stay out of it. The thought was ‘It’s not our problem,’ but all that changed in a couple of hours in December. Once the attack happens, what completes the story? In my reading I became excited about Doolittle’s Raid, an event much less famous than Pearl Harbor, but powerfully connected with it. The courage and determination demonstrated in that action struck me as the essential response of Americans to the attack made upon their spirits at Pearl Harbor.

"But even more important than the plot was the characters," Wallace continues. "I wanted to write about the kind of people who said, ‘A fight’s coming, and I’m not going to wait for it to come to me.’ I wanted to write about the heroism suddenly required of a nurse who has never seen a battlefield injury before, who suddenly has thousands of dying men on her hands. So I invented characters and a story, and went in and told it to Jerry, Michael and the studio, and suddenly I had a deal. We all got excited, and started bouncing ideas off each other."

Wallace’s method of putting together his first draft is, for some, rather unorthodox. "I sometimes offend people when I tell them this, but it’s true," he says. "I do in-depth research after I’ve written my first draft. The reason I work this way is that I want to know why I should tell a story before I decide how to tell a story, and the why is about people. If you know why someone goes to war, if you know whom they love and how they love, you know about them. Then you can find out whether they flew P-40s or whether they wore leather helmets and goggles. But if you become too fascinated by superficial details, you miss the essence of the truth."

"We try to show the essence of what happened there," Bay reiterates. "We follow the lives of four people -- Rafe, Danny, Evelyn and Dorie -- through this event. It’s not just a movie about Pearl Harbor, it’s really about the essence of a volunteer. How you put your heart in for your country. As Jimmy Doolittle says in a speech when he’s talking about the raid on Tokyo, ‘I don’t know if we’re going to win this mission, but we are going to win this war.’ And the person he’s talking to asks ‘How do you know?’ And Doolittle says, ‘Because of them,’ indicating his men. ‘Because there’s nothing stronger than the heart of a volunteer.’ That’s really what this movie is about for me.

"In a moment’s notice we will give our lives for our country," Bay adds, summing up the sentiment of the soldiers he met. "That’s how these men thought, from the biggest flying ace to the guy swabbing the deck. Your country first, your family second, your work third. Those were pretty unshakable values."

"Pearl Harbor" is an epic love story set in the days when nations made the devastating leap from peace to world war. The story follows two daring young pilots, Rafe McCawley (Ben Affleck) and Danny Walker (Josh Hartnett), who grew up like brothers and first learned to fly in the daring and dangerous aviation practice of crop-dusting; now they both have become pilots in the U.S. Army Air Corps.

The filmmakers wanted these characters to embody a global sense of responsibility and a personal desire to do the right thing. "There was a spirit among the people who fought in World War II that if they weren’t there, getting the job done, somebody else was going to have to do it, therefore they chose to be there," says Wallace. "That spirit cannot be ignored."

"Danny and Rafe are amalgams of many people," says actor Ben Affleck. "My character, for example, is representative of everything that could happen to someone in the war. He enlists in the United States Army Air Corps and then joins Britain’s Royal Air Force, as many pilots from neutral countries did. He and Danny get up in planes and shoot down several Japanese aircraft during the attack just like two real flyers, Welch and Taylor, did. Lieutenants George Welch and Kenneth Taylor were credited with shooting down six of the 29 Japanese aircraft lost in the attack. While Welch and Taylor did not take part in the subsequent Doolittle raid, Rafe and Danny do. There’s nothing dishonest in that – it’s all for the sake of the narrative."

To prepare for his role Affleck not only spent a week in Army Ranger boot camp with his fellow actors, but he also took the time to reread his history. He spent countless hours with various historians, technical advisors and military personnel working with the production and spoke with many veterans from the period. Among his chief concerns was the desire to create a plausible and universally appealing film.

"I wouldn’t have taken the role if I thought the film was jingoistic propaganda," Affleck says. "We tried to be fair and honest. The Japanese are presented as honorable people with a certain point of view. They felt threatened by the United States and did what they felt they had to do at the time. We have a great responsibility to honor all the parties involved."

"Ben’s ability to adapt himself to the character and to create a real person from the page is amazing," says Bruckheimer. "He’s also a wonderful writer which is invaluable because he comes to the set with so much creativity and shares it with everyone. He’s very generous with his ideas and takes great care with the entire project. I was especially impressed with Ben’s devotion to the veterans who came to visit the set. We were all humbled in their presence, but Ben went out of his way to spend time with everyone he could.

"There is always a new wave of actors who are going to be the superstars of tomorrow, and Ben is one of them," Bruckheimer concludes. "This is Ben’s time. You want to watch him on screen, you want to be him, and that’s what being a movie star is all about."

Bay, who previously directed Affleck in "Armageddon," is simple in his praise. "This is his best performance ever. He has tremendous potential, he is charismatic and I just think it’s his best performance."

Rafe’s best friend, Danny Walker, is portrayed by a relative newcomer, Josh Hartnett. A favorite of the crew, Hartnett was a warm, welcome presence on set. He seemed to personify the ideal of the young soldier of the 1940s. "Josh is quiet but strong," says Bruckheimer. "He’s a throwback to the old Hollywood legends, a cross between Gary Cooper and Montgomery Clift. I don’t know if it’s because he’s from Minnesota and the heartland, but he possesses this ability to make you feel like everything’s going to be all right when he walks into the room. He has a substantial role and we knew he could handle the burden. He’s very professional for someone so young."

"It’s strange to think that at my age I would have been one of the older pilots in my squadron," says 22-year-old Hartnett. "My great uncle fought in D-Day and he was a ranking officer at 19. Most of these guys were younger than I am now. I wouldn’t know where to begin to deal with what they went through. You can still feel the emotion from those men when you meet them; it’s one of those moments you never forget."

"What makes Danny’s character exciting is that he already has a personal sense of what war is before the fight begins," says Wallace. "He has watched his father, who was in World War I, suffer because of it and he wants no part of that hell. Danny has seen the living dead."

Rafe falls in love with Evelyn Johnson (Kate Beckinsale), a beautiful and courageous nurse serving in the U.S. Navy. But their love has only just begun to bloom when their personal destiny – and that of a world on the brink of war – intervenes.

British actress Kate Beckinsale took on the role of Evelyn by delving into history books not only about Pearl Harbor, but also about the often-overlooked contributions of nurses. She also spent time with military nurses and was even able to practice a few procedures.

"When we were in Hawaii I was allowed to give some shots to people, not with drugs, just saline," Beckinsale reports. "So in the inoculation scene, there were some poor naked volunteer bottoms that I pierced. By the end of the scene I’d become really confident, but then the last one leapt into the air. They were really very brave," she laughs.

On a more serious note, Beckinsale was ever mindful of the horrible position the nurses and doctors were in during the time of the attack. "Their resources were so limited. They had to make do with whatever was at hand to take care of truckloads upon truckloads of injured and dying delivered to the hospital doorstep. Even painkillers were rationed. It must have been a horrific experience for everyone."

Both Bruckheimer and Bay wanted an actress with a certain charm and glamour for the role. "The thing I like about Kate is her universal appeal," says Bay. "Women really like her, and it’s so important that women like your female lead. Kate has a great innocence about her, but she also has great strength. I think that’s what appeals to both men and women. She also has an incredible look for the period."

When Rafe meets Evelyn he is immediately smitten, but Evelyn is not so certain about his intentions. "He’s kind of cheeky with her," Beckinsale says of Affleck’s character. "He’s very determined and at first she’s not having it. From the books I read, nurses had to build up a fairly thick skin because there was always a great group of men in their underwear with jokes flying around, so they did have to fend off the boys a little bit. But Rafe is very persistent and quite charming and has a good sense of humor so she lets him woo her."

Bold and idealistic, Rafe joins the Eagle Squadron, a group of Americans, Canadians, Australians, Swedes and others from neutral countries who volunteer to fight alongside English pilots during the Battle of Britain. Leaving his new love and his best friend behind, with the promise that he will return, he heads off for the deadly skies above the English Channel, while both Evelyn and Danny are transferred to Hawaii’s idyllic paradise – Pearl Harbor.

"Danny doesn’t have it as easy as Rafe," Hartnett explains. "He has to make his own way in life, but Rafe does influence his decisions. The two of them protect each other and depend on one another, so when Rafe decides to join the Eagle Squadron and never tells Danny, the bond and the sense of loyalty between them is broken."

Evelyn is equally dismayed with Rafe’s decision to put himself in harm’s way. "She is totally devastated when he leaves," says Beckinsale. "He is the love of her life."

"My film professor at Wesleyan, Jeanine Basinger, always told me that in a woman’s life there is always that one love," says Bay. "A love you wish you could have had and for some reason you had to let them go. That idea really stuck with me and that’s what this relationship is all about, that one great love."

Before December 7, 1941, Pearl Harbor is heaven. Although Danny and Evelyn don’t initially take advantage of being stationed in such a tranquil spot, their comrades and friends make the best of it. Here, Rafe and Danny’s pal, Red (Ewen Bremner) finds a nurse of his own, Betty (James King). Billy (William Lee Scott), another pilot from their training days in New York, and several nurses including Barbara (Catherine Kellner) and Sandra (Jennifer Garner) are also transferred out west. There, they meet Earl (Tom Sizemore), an airplane mechanic extraordinaire and Gooz (Michael Shannon), a flying surf hound, among the new squadron.

Stationed on the USS West Virginia docked at Ford Island is seaman third class, mess attendant Doris Miller (Cuba Gooding, Jr.). A controversial figure, Miller posthumously received the Navy Cross for shooting down two Japanese aircraft after saving the life of his captain during the attack. He was one of the first African-Americans honored by the United States government for his valor. In an ironic tragedy, Miller was killed in another battle during World War II when the ship on which he was serving sank.

"I play one of the few real life characters in the movie," says Gooding, who is used to taking on the challenge of portraying real life heroes. "As a cook, Dorie was not allowed to handle weaponry so he never had any formal training on the big 50-caliber antiaircraft machine guns he used, but he jumped on it and did it anyway."

After the attack Miller did not immediately come forward to acknowledge his heroics because the machine guns, which required water to function properly, had burned out. Like many of the service men who lost or accidentally misused equipment during the melee, Miller was concerned he would be admonished for destroying military property.

"Whether or not he shot down one or two planes, or no planes at all, he was a brave and honorable man who risked his life for his fellow sailors and his country, as did so many others," says Bruckheimer.

"Dorie Miller could really be any person in that attack," suggests Bay. "Historians, writers, even Navy documents cannot really agree on much of the exact history of this event. People’s memories dim and change shape as the years go by. Everyone has a different opinion. All we can do is listen to the historians and survivors and come to our own conclusions. Dorie Miller’s story is just one of those. As far as I can see, he had a real part in changing the course of how blacks in the military were viewed after what he did."

Danny, Evelyn, Dorie and the other residents of Pearl Harbor carry on their placid lives, unaware of the overwhelming forces moving toward them; the stupendous attack upon Pearl Harbor by the combined air and naval forces of Imperial Japan will soon shatter their world and alter history.

On November 26, 1941, 20 submarines and five midget subs followed by a combined fleet of two battleships, three cruisers, 11 destroyers, six carriers, eight tankers, three submarines and 423 planes left Tankan Bay in Japan. Heading east on a northerly route so as not to be discovered, they sailed for the United States and its westernmost outpost, the Hawaiian Islands. During the trip Admiral Isoroku Yamamoto sent a coded message to Vice Admiral Chuichi Nagumo: Niitaka yama nobore, Climb Mount Nikita, which meant the mission was on. On December 2 Nagumo was directed to open a top secret envelope which contained the directive stating that Japan would, in several days, declare war on the United States, Britain and Holland.

At 6:45 a.m. on December 7 (December 8, Japanese time), the first wave of aircraft took off from the deck of the Japanese command ship, the Akagi. Led by Commander Mitsuo Fuchida, 183 bombers flew southeast for less than an hour until they reached the northernmost shores of Oahu at Kahuku Point.

The first wave split into three groups. Fuchida with 89 Kates (one of three types of aircraft used by the Japanese fleet) headed southwest around the island, heading directly for Ford Island and Battleship Row. The second and third attack groups split again, making their way over the Waialua Valley, towards Schofield Barracks, Wheeler Field, Ewa Marine Air Corps Station, Hickam Field, Bellows Field and Kaneohe Bay.

A second wave of 168 aircraft reached Oahu just after 8:40 a.m. for further strafing runs on the American air bases. Eventually more than 350 Japanese Zeros, Kates and Vals would fill the sky, raining bombs and machine gun fire, leaving the United States Pacific Fleet and much of the island in a state of destruction.

It is a tale of heroism on an epic scale as well as on a level of powerful personal intimacy. But the cataclysm of December 7 is not the end. America’s response to the staggering emotional defeat at Pearl Harbor and subsequent defeats in the Pacific is to create one of the most daring and unexpected military events in history: the bombing of Tokyo through a suicide mission led by aviation legend Jimmy Doolittle (Alec Baldwin). When Colonel Doolittle picks Rafe and Danny to be his key leaders on the heroic raid, their lives and their love for Evelyn are once more at the center of this tale of passion and spectacular courage.

Randall Wallace was convinced that the Doolittle Raid should bookend his cinematic story. "Many people who know about Pearl Harbor and the broader aspects of World War II do not know about the Doolittle Raid, although it was a turning point in the morale of Americans," he explains. "The raid over Tokyo was as unexpected by the Japanese as Pearl Harbor was. It took a tremendous amount of courage because the leaders of the raid did their planning and preparations with the knowledge that the odds were greatly against them. Had Doolittle and his men been overly concerned about their personal fate, they would never have made the attempt. But there was something more important to them than their individual survival. That’s the definition of courage."

Joining the production late in the game, Alec Baldwin proved to be a casting coup for the filmmakers. "We were lucky to get Alec," says Bruckheimer. "He’s someone I’ve always wanted to work with but just couldn’t find the right role at the right time. He’s perfect for this part. He has the bearing of an officer, the authority and the strength. I think it was also important that we found an actor of his caliber to do justice to someone like Jimmy Doolittle.

"We didn’t know that much about Doolittle when we started," the producer admits. "But then we were contacted by his historian and several family members and friends. They helped to shape and define the man for us. He was one of the great heroes of his day, long before World War II. He was a record-breaking aviator, and like the sports stars of today, he was a household name. He was also a role model who took his position seriously. His men are as devoted to him today as they were 60 years ago."

The Doolittle Raid was originally devised by a submarine captain brainstorming for ideas to turn the tide of the war. Why not place Army bombers on the deck of an aircraft carrier so as to get them close enough to Japan to launch a surprise attack on an industrial Tokyo and her surrounding areas? The pilots could then beat a hasty retreat to the easternmost borders of China. Unlikely as it sounded, the United States Commanding General, Lt. General Henry Arnold, was an enthusiastic supporter of the plan and hand picked then-Lt. Colonel Jimmy Doolittle to lead the mission.

If the probability of success was not remote enough, on April 18, 1942 Doolittle and his men were forced to take off from the deck of the USS Hornet, 670 miles from the coast of Japan, more than 150 miles farther out than the original plan advised. Japanese fishing boats, which also acted as surveillance monitors, spotted the Hornet and her escorts. Facing high seas and 40-knot winds, Doolittle was the first pilot to take off. With 16 B-25s crowded on deck, his was the shortest take-off, a sight as yet never seen by the Navy men who cheered him and his crew on.

Fifteen of the sixteen bombers made it to China, four crash landing and 11 bailing out. One plane was able to make it to the USSR where the Soviets impounded the B-25 and incarcerated her crew. Every aircraft was lost. Eight crewmen were captured and became Japanese prisoners of war, two drowned while trying to swim ashore after crashing into the ocean and one man died parachuting from his aircraft. Although a devastated Doolittle thought his mission a complete failure, it was, in fact, a resounding success that gave the United States and her allies renewed hope.

Doolittle was elevated to Brigadier General, leapfrogging over the rank of colonel. President Roosevelt personally presented him with the Medal of Honor. Ever self-effacing, Doolittle was proud yet embarrassed by all the fuss. He was not only a much-admired commander and combat leader but he was also an innovative and skilled airman who simply loved to fly. Today, so many years after his death in 1993 at the age of 96, he still engenders immense respect from the men who were part of that near-impossible mission.

Baldwin acted as a guardian of the Doolittle legacy. "Sometimes films strain to mythologize characters and make them more heroic than they really are," he says. "But you couldn’t possibly do that with Doolittle. We couldn’t have made him more heroic. He was probably one of the most valiant, dauntless and courageous men I’ve ever encountered. He is on par with Lindbergh and MacArthur.

"When I was preparing for the role, speaking to many people in the military and told them that I was playing Doolittle, they all told me how lucky I was" Baldwin adds. "They were excited for me. That says a great deal about the man."

Michael Bay recalls a day on board the USS Lexington in Corpus Christi, Texas just before they would shoot the scene recreating the take-off of the B-25 bombers. "I was always telling the younger actors to use the pilots that were standing around to help them prepare for the scene because we had some of the best pilots and some great old aircraft at our disposal. Next thing I knew, I find Alec Baldwin sitting up in the cockpit going over all this lingo and air terminology. He was just sitting there, boning up on the basics. You should have heard the litany of terms he started reeling off. He sounded like the consummate pilot. He’d been talking to the vets and stunt pilots and basically given himself a crash course in piloting a B-25. That’s the work of a great actor."

Another great actor to join the ranks of the film is the familiar face of veteran thespian Jon Voight. His face, however, might not be so recognizable hidden beneath the mask of make-up he wears when he dons his role as President Franklin Delano Roosevelt. Special effects make-up artists Will Huff and Fionagh Cush from the Stan Winston Studios transformed Voight over a 6-hour period each morning.

Bruckheimer, who has worked with Voight before, insists that audiences will not be able to recognize the actor. "Jon makes you believe he is Roosevelt so that you aren’t even thinking about the actor beneath the make-up," he says.

"He looks and sounds just like Roosevelt, he really nailed the part. It’s funny that so many people cannot quite place the face; even some of the crew were unaware of who he was.

"Jon actually called and asked to play Roosevelt," says Bruckheimer "He’s an armchair historian and knows more about the man than any of us. That type of preparation is invaluable."

"I’ve never seen an actor care so much about three days’ work," says Bay. "I’d also never seen an actor get a round of applause from all the other actors in the room – seven times they cheered him after he did the scene in the presidential office with his cabinet. That’s pretty amazing."

Voight’s older brother, Barry, who teaches at Penn State University, recommended that Jon read the Pulitzer Prize-winning book No Ordinary Time. "After reading this book and others that Barry recommended, I was encouraged to seek out the role of FDR," the actor says. "I really wanted it to be portrayed properly. The remarkable thing about FDR for me was how he sustained being under such enormous pressure. How does one live in an atmosphere of tremendous strain for a continuous period of time? And that’s what the Presidency of the United States is, if the person in that seat is taking clear responsibility. It takes character and energy. How did this guy do it? He didn’t have wings, he couldn’t stand and yet he carried everybody. I was very moved by that.

"Roosevelt suffered every moment of drama throughout his presidency, especially Pearl Harbor," continues Voight. "It was a devastating blow to him but he was able to rebound. FDR was a righteous man, tremendously clever with his abilities, his personality and influence and eloquence. He was negotiating with Japan for peace in the Pacific when the attack happened. He felt he had personally failed the American people and the men in the service."

The moment when Roosevelt is informed about the attack is portrayed with dramatic license in the film. "It actually happened in his bedroom," says Voight. "But we did it in another area of the White House. We’ve recreated the metaphor of truth. The alarm of the response that went off in Washington is represented in the way Michael shot this piece. I only hope that my interpretation of that moment is equally as appropriate."

Commander in Chief of The Imperial Japanese Navy, Admiral Isoroku Yamamoto is played by Academy Award^®-nominated actor Mako. Mako, who was born and raised in Japan until he was 15 years old, was only in second grade when the navy’s combined fleet attacked Pearl Harbor. "I remember going to school in the morning. I think it was Monday, and feeling there was a strange atmosphere. Everybody was talking in whispers: We started a war with America. I remember thinking, ‘War? What does that mean?’ I had seen footage of the war with China, all the destruction. I realized that’s what war meant. It was as if I got hit in the solar plexus and couldn’t breathe. A kind of fear and panic overtook my body."

Mako was pleased with the global vision the film presents. "Historically, Hollywood pictures about World War II depict the Japanese as the evil side," he explains. "That’s too much to cope with. Every war is started for a reason, usually economic, and in that sense this picture depicts the Japanese side in a fair light. There is no evil blackness about any of the characters."

Although Mako is not a history buff, he was aware of Yamamoto’s background. Educated at Harvard, Yamamoto had served as a naval attaché to various Japanese embassies, including the United States. When Japan first considered war with America, Yamamoto objected and was very vocal about his position against a strike.

"He was well learned in terms of Western culture," notes Mako. "So many from the military, admirals and generals, became ministers in the cabinet and steam-rolled the politics of that time. They had no perception of Western culture or attitudes and didn’t understand Western resources. In that sense Yamamoto was up against the wall and outnumbered. Since it was inevitable that they were going to war, he did his job with the utmost."

World-renowned actor Cary-Hiroyuki Tagawa plays Commander Minoru Genda. Tagawa was born in Japan but raised in the United States. His father was a local boy from Hawaii who joined the military just before the end of World War II and became a career soldier and whose children were raised on Army posts throughout the world. Tagawa’s mother’s family fought for Japan; sadly none of her relatives who served in the Japanese Navy and Army survived. With such a background, Tagawa’s viewpoint is somewhat unique.

"This film does justice to both sides," the actor notes. "It honors both the Japanese and the Americans. I especially like how Michael takes the time to create an emotional tone without dialogue. It expresses so much and that’s critical for the Japanese because they have that same emotional makeup. It’s not about talking, it’s about doing and feeling. I think Michael paid attention to that aspect of the culture.

"The sense of respect and honor in the military really comes through," Tagawa continues. "That particular time in Japanese history was very unusual. It may have been the first time that a character like mine, a lieutenant commander, actually worked directly with an admiral. The structure of the Japanese military was incredibly rigid, but Yamamoto was a renegade, he was not so much about the rules. He was ahead of his time. In the same way, Genda was a samurai; he knew it was important that his pilots make it back after the attack. He also came up with the idea of putting wooden fins on the torpedoes so that when they dropped, rather than submerging 70-90 feet, they would only go to a depth of 45 feet, which is what caused such destruction. The Americans were not prepared. Genda was a brilliant strategist.

"Pearl Harbor is such a sensitive issue for my parents’ generation," Tagawa sums up. "It’s not something you want to make an issue of again, other than to pay homage to everyone who fought and died. In doing some of these big scenes, it’s important to convey the strong feelings each of those guys had for their country, albeit different sides. I hope it will be a great tribute."

The Japanese military of the time spoke in a very specific dialect using a military vocabulary all its own. Many of the Japanese actors who were fluent in colloquial Japanese were unfamiliar with the formal dialogue. Mike Sogawa acted as the Japanese dialogue coach and sometime translator during the filming. The production not only employed a specialist with regard to dialogue, but also a special costumer who also works as a freelance technical advisor. Dick Lamott is an in-house historian who worked on "Tora, Tora, Tora."

After seeing many World War II films, most of the movie-going public does not realize how different the military was run after Pearl Harbor. Everything changed after the attack, from the uniforms and equipment to simple everyday procedures. "As Admiral Yamamoto said, they awakened a sleeping giant," says Bruckheimer. "The United States was already an industrial giant, but entering into a war of this magnitude forced us to become an even greater industrial powerhouse. We were not ready for war when Pearl Harbor happened. Right after that we out-built every other country. We built more tanks, more planes, more supplies and that’s how we won the war."

On April 2, 2000 the studio and filmmakers, in tandem with the United States Navy, held a special wreath laying ceremony in memory of the men and women who gave their lives that fateful day. Commander of the Pacific Fleet, Admiral Thomas B. Fargo and U.S. Park Ranger Kathy Billings of the Arizona Memorial hosted Walt Dsiney Motion Pictures Group Chairman Dick Cook, Jerry Bruckheimer, Michael Bay, Ben Affleck, Josh Hartnett, Kate Beckinsale, Cuba Gooding, Jr., and several members of the Hawaii and San Diego chapters of the Pearl Harbor Survivors Association at the Arizona Memorial site.

"The memorial service was a very emotional experience for all of us," describes Affleck. "I had not been out to the site, so it hit me hard when I got off the launch and walked across the Memorial looking down at the ship right below. It still leaks oil. It feels very present and gives you a sense of the weight of the whole incident. Seeing all the names listed on the wall in the shrine room, the sets of brothers and fathers and sons. When taps was blown it was hard to keep your composure. It left me with a reverential and awed feeling about being there."

"It plays on your mind when you see all those names," says Gooding. "When you think of the thousands of men who died in minutes, it just attacks your soul. You realize the responsibility of this movie and it makes everything easier as far as duplicating the emotion."

Principal photography began in Oahu on Tuesday, April 4 with a traditional blessing by a local Hawaiian priest. The first scene shot was a poignant moment for many of the crew who were seeing the Japanese aircraft-flying overhead for the first time. It was one of those moments that takes you back to a place in time you have never been, when you suddenly realize you can imagine what it must have been like. It’s the moment when a giant shiver runs down your spine and you turn away because of the lump in your throat.

Early in the morning, as a light breeze blows across the shore and the dew still sparkles on the waving grass, a young mother hangs her wash on the line. She looks up. Inexplicably a military plane painted with a large red dot on its side flies low overhead, so low it seems as if she could simply raise her arm and touch its belly with her fingertips. The insignia is unfamiliar, but she is not frightened, only amazed at the sight. The roar of the engine is overwhelming. She cannot hear his comrades flying close behind, but then she sees them, dozens of them, flying so low she can see the faces of the men in the cockpits. They are Japanese. She is confused. They wave to her children, not a greeting, but a warning for them to run and hide. And suddenly she knows; it’s just the beginning.

"Shooting in Hawaii was a magical experience," says Bay. "There were so many of those moments where it hits you and you realize where you are and what this movie means to so many people. Looking down, under my director’s chair, I remember seeing the strafing marks on the cement where the bullets struck the ground. It was literally right under my feet. It was an honor to actually shoot right where it all happened. To me, there is something magical about that."

Bay was also permitted to shoot underwater at the Arizona Memorial. No other feature film crew has been allowed such access. "The most symbolic image at Pearl Harbor is the sunken Arizona," says Bay. "It sits forty feet below water and is the resting place for more than 1,100 men. I thought we needed to see the ship as it is today. Both the Navy and the National Park Service thought it was a good idea; that it would do something for the monument and keep the memory alive.

"Diving there was eerie," he continues. "It’s very murky, even today there is still a lot of oil leaking from the ship. There is a lot of silt and algae, huge barnacles and suddenly you see this porthole that still has the glass in it. But it really hit when I came up over the deck, which looks like a coral reef, and saw this clear beautiful teak deck. The stairways going down and the gnarled doors like a semi truck ripped them open and at the bow of the ship these immense guns. It was quite an experience. It gives you a great surge of emotion."

The largest and most dangerous section of the attack sequence was shot within days of start of production. For identification purposes the two bombing runs were euphemistically dubbed Big Shot #1 and Big Shot #2. Both 1^st and 2^nd units descended upon the Middle Loch of Pearl Harbor, setting up base camp at Victor Dock. Several small boats and dinghies shuttled back and forth throughout the day, carrying cast, crew, dozens of stuntmen and extras as well as equipment to the US Navy’s inactive fleet moored in this inlet. Big Shot #1 entailed explosions on six ships, each of which measured between 400-600 feet in length. It took special effects coordinator John Frazier, his set coordinator Jim Schwalm and their special effects crew a month to rig the fleet.

"We did several tests for Michael during pre-production," says Frazier. "The explosions he liked the best used dynamite, so we decided to go with high explosives. We also used prima cord, a combination of the two and what’s called a Kinepak, which is a binary explosive or a two-part mixture that is non-volatile until you put the two chemicals together. To get the velocity and height that Michael wanted, it’s actually the safest way to go because it’s not subject to spark, it’s subject to shock."

Frazier’s crew used 700 sticks of dynamite, 2,000 feet of prima cord and 4,000 gallons of gasoline to ignite the six ships. "That was real warm," he jokes. "The pyrotechnicians were on the ships. They ignited everything from on board so we had to have thousands of feet of fire line, hoses and fire extinguishers (CO2 and foam), and put everyone on respirators so they didn’t inhale smoke."

His crew also used naphthalene to create the black smoke used extensively in the bombing sequences and throughout production. This is the same nontoxic chemical used in mothballs.

The Environmental Protection Agency was continuously on hand to oversee the planning and execution of the bombing sequence. The production company went to great pains to protect the habitat and wildlife in the area (which included specific fish, birds and turtles) and even blocked off a freeway four miles away.

Bay always had a clear picture in his mind of what he wanted in terms of the sequence. He took his time placing the 12 Panavision cameras in position, operating one himself, all the while synchronizing a ballet of more than 30 stuntmen, 90 extras, 9 aircraft, a camera ship and countless special effects crew sitting on detonators placed strategically around the fleet. The marine department alone consisted of a 22-foot whaler, three camera boats, an electric boat, three support boats, two jet skis, six picture boats, five production skiffs, nine small water shuttles and 13 special effects boats.

"When the explosion happened, it was the biggest explosion I have ever seen in my entire life," says director/producer Bay. "Our special effects coordinator, John Frazier, who has been around the special effects world for 40 years -- and was one of the guys who worked on "Apocalypse Now" –- he said, ‘This is by far the biggest explosion ever done for a film.’"

Bay continues, "It was all done within 7 seconds. It was a recipe for disaster because we had planes flying around, we had a helicopter, we had a B-25, we had people in the little boats, but everything was synchronized and it went off without a hitch. When I was shooting, I just remember looking through the camera and thinking, ‘Oh-my-God!’"

"The explosion was so huge, I shook," Bay laughs. "You can see it in my camera move. You can hear me talking into the camera. It was pretty funny because I just could not believe how big this explosion was."

Although much of the battle sequence was done with live special effects, a great deal of the detail will be completed by Industrial Light & Magic. 2^nd unit director and visual effects supervisor Eric Brevig continues to oversee the process. He and his crew conducted their own historical research, looking at available footage and old photographs.

"The script didn’t avoid anything, it was all there on the page," says Brevig. "I knew that we didn’t quite have the technology to do all it asked. But that’s the fun of the challenge, creating things that haven’t been done before. Pearl Harbor today is a big tourist site, but I was insistent that we actually go there and place the cameras where they needed to be. You can see the land’s shape and the geography of the area. Then we have to paint out everything except the distant mountains and start layering in synthetic battleships, attacking lanes and giant explosions.

"The use of miniatures or large set pieces was minimized because the scope of what we had to create was so huge," he further explains. "’We couldn’t have built enough things to film. We would make a computer-generated model of a boat or plane and then duplicate it. In the case of the planes, hundreds of times, in the case of the ships, a dozen or so, so that we could fill the entire harbor. We also filled the battleships with synthetic sailors, each of whom is a computer generated character in a different costume doing some precisely choreographed bit of activity."

Bay adds "’Pearl Harbor’ contains an immense amount of real visuals that were done in camera, but it also has about 190 digital effects shots. My concept was to make the digital shots huge and do less of them. I feel you need to have a lot of real footage shot through the camera, mixed in with a few digital effects to make it more visceral, make it more realistic."

Brevig used illustrations and cartoon animatics to plan his basic camera moves. He would work closely with David Nowell, the aerial unit director and with his own cameraman, Mitch Amundsen, on second unit to create lifelike scenarios that matched Bay’s vision.

Says Bay of his effects team’s efforts, "A big help was the animatic process that I initiated four weeks after we started developing the movie’s storyline. We worked with a satellite image of Pearl Harbor and digitally created the battleships and the planes. These were just crude cartoons, but the planes could actually fly around the base, and I could create these moving, epic shots in my office with just a few guys. I could literally envision a massive shot in my head at night, and see it realized on a screen the next day."

Because the assault on Pearl Harbor was entirely an air offensive, the aerial department took precedence during the shoot. Aerial coordinator Alan Purwin, chief pilot Steve Hinton and aerial unit director David Nowell were in charge of the particulars. Hinton, who is well known in aviation circles for owning a handsome array of specialty aircraft, is also one of the film industry’s best pilots.

"We had 14 aircraft up at one time," Bay states. "I’ve worked with planes before, Air Force jets and the like, but this was the biggest and most aggressive use of aircraft I’ve ever employed. Some of these aircraft are 60 years old and we were pushing them to the limits, but we had very experienced pilots. As one Navy guy said about Steve, ‘He’s as good as it ever gets.’ You’re trusting these guys with your life. It’s not just the pilot, but the crew, the stuntmen and the actors who are facing danger.

"I remember we were shooting in a tower that was 16 stories tall and the plane had to come at us at close to 200-mph. The plane had to turn and come right, banking around the tower. He was literally 10 feet away from us. You put a lot of trust in these pilots," he says. "For the amount of stuff we did, working on water, on land and in the air, and combining them all together, I’m really proud that our safety record was impeccable – we only had one downed plane that resulted in a broken ring finger, a couple of sprained ankles and wrist, a shoulder injury plus the requisite scrapes and bruises. That’s when you realize what the men who were really there went through."

The aircraft used in the film included a variety of 16 antique and replica aircraft, including three replica Val dive bombers, three replica Kates and three Zeros for the Japanese planes. The aerial department also utilized four P-40s , one DC3, four B-25s and a Messerschmidt ME-109.

"The exact airplanes for this movie really aren’t available at any price," explains pilot Steve Hinton. "The Zero we were using, for instance, was a later model Zero, but it’s the only flying Zero in the world. The other two were fitted with American engines so that they could fly. They’re beautiful planes. There are also no existing Kates or Vals, which were the dive-bombers and the planes that carried the torpedoes that fly. I don’t even think there are any in existence that are in one piece. In addition, we used a later version of the P-40 because there is only one of the earlier versions in existence that’s flyable.

"We did our best to assemble what we could to be authentic," Hinton says. "We were able to substitute airplanes that did the job well. For the real purist, no matter what you do, it won’t be right. The plane will be the wrong color or something like that. It can’t be perfect because the planes don’t exist and if they do, they are part of a museum collection where it is not worth putting a piece of history in jeopardy. I don’t think audiences are going to see a better assembly of aircraft in a movie. Besides, the real story here is the human story and the hardware is just enhancing it."

On May 5, cast & crew departed Hawaii to begin work in and around the Los Angeles area. Locations included Camarillo State Hospital, Union Station in downtown Los Angeles, Linda Vista Hospital in Boyle Heights, the Queen Mary in Long Beach, Fort MacArthur and the Warner Grand Theatre in San Pedro, the US Coast Guard Lighthouse in Palos Verdes, Van Nuys Airport, the Marine Air Corps Station in Tustin and Point Magu Naval Air Station and the US Naval Construction Battalion Center in Port Hueneme. The show also spent time on the Disney Ranch in Newhall as well as on Stage #2 at the Disney Studios lot in Burbank. Other sites in Point Dume and Point Magu, Pomona, Claremont, LaVerne, Somis and Glendale were also used.

In the middle of June the company moved to Rosarito Beach, Baja, California for two weeks of filming much of the underwater photography in the film. The lot’s giant tank was utilized to reenact the capsizing of the USS Oklahoma and the sinking of the USS Arizona and USS West Virginia. Scenes taking place in the English Channel were completed in the smaller tank located at the south end of the lot.

John Frazier enlisted the expertise of an engineer on his crew, Ross Young, to design the giant gimbal which would hoist the bow of a ship through the many twists and turns required to reproduce the destruction of the U.S. fleet in battleship row. Construction on the gimbal lasted eight weeks. Production designer Nigel Phelps and art director Martin Laing designed this ship piece after reviewing numerous historical photos and creating several miniature foam core models until they hit upon exactly what Bay envisioned. Construction coordinator Greg Callas and his crew built the monstrous set piece using 700,000 pounds of steel.

"The Oklahoma rolling over was one of the biggest set elements," explains Phelps. "We needed to see the ship lift up and slam down into the water. Michael also wanted to use the Arizona’s gun turrets because it was such a haunting image in the reference pictures we found. We started off with illustrations, then made models and shot different angles with lipstick cameras until we knew what Michael wanted. John Frazier then made computerized versions of the models, which were much more refined.

"When you see the ships sitting in the empty tank and you look underneath these giant things, it’s awesome," he says. "You just can’t appreciate the engineering aspect of it when you see it sitting in the water because it looks like it’s floating, but then again, that’s the illusion we needed to create.

"We decided steel was the way to go in building just about everything because of the pounding the ships had to take. Michael could put fires where he wanted and the set would be a lot more durable, but it made everything heavier as well."

"The full scale ship was 150 feet," says Frazier. "It had to rise 25 degrees and then roll 180 degrees with over 150 sailors and stuntmen falling from the deck. It was really a remarkable feat."

Frazier also asked Young to design the airplane gimbal used to simulate the actors in flight. Looking more like a carnival ride, the gimbal set was erected on the coast in San Pedro to simulate the wide, open spaces over the Pacific Ocean. "This is probably the most sophisticated gimbal we’ve made," he says. "We thought we outdid ourselves with the ship gimbal and then along came this one. Essentially we just took the forward portion of a plane and stuck it onto the unit. The plane could pitch and yawl, go into a dive, look like it was crashing, or just look like it’s cruising along."

Phelps credits set designer Jennifer Williams for making his sets look as authentic as they did. "She did a beautiful job," he says. "She has a sensibility for period and detail. We were lucky to have her.

"We did a lot of research," Phelps continues. "But authenticity sometimes took a back seat because the bottom line was the story. The style was our driving force. So we made compromises were we had to, to add to the dramatic content of the film."

At the end of July, the cast and crew headed southeast for Texas. Work commenced in Houston on one of the last remaining World War I ships of its type, and then moved to Corpus Christi and the USS Lexington, one of two remaining World War II carriers. Spending time on the ships, which are now floating museums open to the public, was an educational experience not to be missed despite the oppressive heat and the flesh-devouring mosquitoes.

A week after production wrapped in mid-August in Los Angeles, a skeleton crew flew to England where scenes from Rafe’s days in the R.A.F. were shot and in early September, another reduced unit left for San Diego and the USS Constellation to complete footage for the Doolittle raid. As guests aboard the aircraft carrier, Bruckheimer, Bay and their crew spent a day at sea observing Navy fighter pilots on training runs. The planes would land and take off every 60 seconds, mere inches from the awed crew. Once the exercises were finished for the day, the movie crew moved their B-25s into position on the flight deck and it was the Navy’s turn to watch in fascination.

The undertaking of this movie was the most massive the filmmakers have ever faced, but it was also one of the smoothest. "It was a very flawless production." says Bay emphatically. "It was one day over schedule, shot in a total of 106 days, and 10 of them were with a reduced unit. Sometimes I cannot believe what we have accomplished in such a short time."

Both Bay and Bruckheimer credit director of photography John Schwartzman and executive producers Barry Waldman and Bruce Hendricks for keeping the show on track and on schedule. "Barry, Bruce and John were completely focused," says Bruckheimer. "They knew we had a daunting task before us, to complete this massive undertaking within the budget and on time, but they never wavered. The camaraderie felt on set was also to their credit, and on a show of this size, creating a positive atmosphere in an already tense situation is a feat that cannot be minimized."

"We were very prepared," he continues. "Jerry and I have handled big movies before and I’ve worked with this same crew on several movies. I’ve got one of the best crews in Hollywood; we had a great team of people and that’s what it’s all about."