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hile most summer movies like “Jurassic Park III” are the result of long campaigns to mold a blockbuster, “Pearl Harbor” was born in desperation. One of Disney’s most reliable directors at the box office, Bay was irritated that the studio didn’t have any good scripts for him even after the hit “Armageddon.” In early 1999 he was ready to leave Disney to make a thriller at Twentieth Century Fox. Disney studio chief Joe Roth summoned the temperamental filmmaker to his office, personally pitching him Disney’s best ideas. He rejected them all. A second meeting two weeks later seemed equally fruitless. As Bay started to walk out again, Todd Garner, a senior Disney production executive, spoke up. “Would you be interested in a movie about Pearl Harbor?” Garner, who visited the Arizona Memorial as a kid, had been toying with a concept: two U.S. pilots who are brothers, in love with the same woman, all set against a backdrop of the surprise attack. “I said, ‘Who would be crazy enough to make a movie of that size?’ ” recalls Bay. “And then the room got very, very quiet.”

It was one of the few calm moments before the storm. Bay, stung by “Armageddon’s” reviews, wanted to make a movie “with more weight.” “Everyone has read about Pearl Harbor, but going into the detail is where the story is fascinating,” he says. He focused on the fictional love story Garner suggested. Screenwriter Randall Wallace (“Braveheart”) switched the relationship between the fliers from brothers to best buddies. Wallace also added Maj. James Doolittle’s April 1942 Tokyo raid to give the story a rah-rah finale. “Some of the survivors said, ‘I don’t know why you’re doing a love story. There wasn’t a lot of love at the time’,” says Bay. “And I said, ‘Look at ‘Titanic.’ If you don’t have a love story, all you have is a sinking ship.”

But Bay’s own ship was taking on water. Even though “Armageddon” was a huge box-office hit, it ran $35 million over budget to a whopping $174 million. In late 1999 Eisner was searching for ways to cut costs and appease Wall Street and wasn’t eager to gamble on a budget-buster like “Pearl Harbor.” “You can either win the box-office award, or you can win the profitability award,” Eisner says. “Sometimes, they go together. But not always.” Eisner took the near-unheard-of step of submitting the project to Disney’s strategic-planning committee, which typically crunches numbers for potential billion-dollar takeovers.

Proposed “Pearl Harbor” budgets of $208 million, $186 million and $176 million were quickly nixed, before Eisner and Roth settled on a bill of $145 million. But only a week later Roth left Disney to start his own studio, and even though Bay had begun hiring a crew that was building sets, Eisner put the project on hold.

“Pearl Harbor” easily could have drifted out to sea. Eisner determined that if the movie were to be made, it would be made on his terms or not at all. New studio chief Peter Schneider, concerned the film might spark an anti-Japanese backlash, was less inclined than Roth to pour big bucks into the project. He and Eisner insisted that Bay and Bruckheimer lop an additional $10 million off the bill. The two filmmakers pared $8 million to bring the total to $137 million. That still wasn’t enough for Disney.

Then an exasperated Garner dared Eisner to get off the fence. “If I jump out the window and live, will you greenlight the movie?” Garner asked. Eisner gazed out the window of a sixth-floor conference room, past the gigantic Disney dwarfs that hold up the roof at executive headquarters, pondering the offer. “If you live,” he said.

Eisner was certain Bruckheimer and Bay would come around and lower the tab, but the director had seen enough. “I said, ‘What do they want me to do?’ ” Bay said. “I’ve made the studio $900 million, and they are nickel-and-diming me. I’ve cut my fee, and they’re saying, ‘Get rid of the Doolittle raid. Get rid of FDR. Get rid of the USS Oklahoma’.”

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