It wasn’t just a lack of cash that made casting the film difficult. Bay selected relative unknowns Kate Beckinsale and Josh Hartnett to star as nurse Evelyn Johnson and flier Danny Walker. Weinstein wanted Beckinsale first to film Miramax’s “Serendipity” and held the rights to Hartnett’s next movie. Unless he got Beckinsale, Weinstein would block Hartnett’s working on “Pearl Harbor,” the filmmakers and Disney say. (Miramax disputes this, saying it accommodated “Pearl Harbor.”) But Disney wouldn’t budge and Weinstein had to wait.

With so little money allocated on talent, Bay and Bruckheimer had plenty to put on- screen when filming began in April of last year. The intricate battle sequences involved blowing up 17 ships, vintage planes screaming over panicked soldiers’ heads and, in one chaotic scene on Battleship Row, 350 bombs exploding in seven seconds. “We were very lucky,” studio chief Schneider says. “Nothing went wrong.” Even when a stunt pilot totaled his plane, his main injury was a broken pinkie.

A premium was placed on authenticity; Affleck wears a Hawaiian shirt copied from 1930s fabric, and just as real Pearl Harbor medical personnel used soda bottles in emergency blood transfusions, so do the film’s nurses. Working with the cooperation of the Navy, the movie used a real U.S. aircraft carrier to re-create Doolittle’s daring Tokyo attack. Historical consultants offered so much advice that Bay hired two additional screenwriters to incorporate the suggestions and polish Wallace’s dialogue.

Much of the invasion that serves as the film’s centerpiece was re-created on computers at George Lucas’s Industrial Light + Magic, which added everything from digital water to a squadron of digital planes and a fleet of doomed ships in between. The keeling over of the USS Oklahoma was staged by filming a 150-foot portion of the hull rotating in the huge water tank used for “Titanic.” The rest of the ship, including sailors perishing in fireballs, was added by computer animators. The budget cuts are most visible in a snippet from the Battle of Britain and the aftermath of Doolittle’s raid. “Still, $135 million for this movie is a f—king steal,” Bay says.

Bay himself paid a high price for “Pearl Harbor.” Having deferred his salary, the director borrowed money from Disney before the shoot, placing the funds in a Beverly Hills Merrill Lynch account. Bay says a young trader began churning his account, making up to 1,000 trades monthly, losing as much as $200,000 a day. By the time “Pearl Harbor” was almost finished, so, too, was Bay’s account: his $3 million portfolio was wiped out. “You couldn’t trade this badly if you wanted to,” says the shell-shocked director, who is considering suing Merrill Lynch, which declined to comment.