On the Set: Michael Bay prepares the new model ‘Transformers’

Michael Bay stood with his hand on his hip and inspected the surface of the moon — the gray dunes and silent ridgelines spread out before him, stretching off into the dark distance. He turned to a visitor and grinned. “C’mon, that’s pretty great, right?”

It was just another day on the Playa Vista set of “Transformers: Dark of the Moon,” and the fast-moving filmmaker was passing by the lunar surface set that filled one hangar-sized soundstage on his way to a neighboring set where returning star Shia LaBeouf and franchise newcomer John Malkovich were waiting for their camera call.

“The cast this time is terrific, you can’t even compare it really, and that was important to me. We needed to take everything up a few levels and that starts with story and with acting,” Bay said of the movie that arrives in theaters on July 1.

If franchise history holds, “Dark of the Moon” will be one of the year’s top box-office contenders — the second film in the series, “Transformers: Revenge of the Fallen,” piled up $836 million at theaters worldwide in 2009 despite some truly savage reviews. Still, the reviews are what Bay remembers most and he has for months been publicly slagging on the last movie and promising that this third edition will strive for better instead of bigger.


“Dark of the Moon” brings back John Turturro as the wild-eyed Seymour Simmons, and Josh Duhamel and Tyrese Gibson are also back. Along with Malkovich, two other veteran actors who are joining the cast are Oscar winner Frances McDormand and “Grey’s Anatomy” star Patrick Dempsey. Megan Fox, the female face of the franchise, is out (she and Bay didn’t see eye to eye, to say the least) and Bay is betting on an unproven actress in Rosie Huntington-Whiteley as her replacement as the love interest for LaBeouf’s Sam Witwicky.

For the uninitiated, the “Transformers” films feature Optimus Prime, Megatron, Bumblebee and the other shape-shifting mecha-giants that became popular in the 1980s as a toy and animation brand. The films continue the cartoon heritage of the warring alien factions of the Autobots and Decepticons — robots that can turn into any number of vehicles and weapons. The visual effects made the first film a huge hit but in the second movie, which was rushed into production in the face of the Hollywood writers strike, the cosmic tale of good and evil was more cartoon than it was epic.

Bay has been the first to say that installment was hollow under all that chrome and steel: “We had three weeks to get our story and, really, we were going into the movie without a script,” he said. “It’s tough to do that. It was too big of a movie. There were too many endings or too many things that felt like endings.”

At 46, Bay is a lean, mean machine when it comes to his work but the people in his longtime circle of collaborators say he’s found a way to create less friction than he used to while he’s putting the pedal to the metal. The newcomers around him wonder why for years they heard tyrant talk about the director.

“I think the guy is great, I loved working with him,” says Dempsey, one of the new imports meant to bring some acting chops to a franchise that had become far too fixated on special effects and a barrage of gags. “The scale of the movies he makes and the way his crew works for him and the things that they can accomplish, it’s pretty awesome to see in action. And I think he believes this movie is going to be a great one.”

Bay mentions “Black Hawk Down” as an unlikely compass point for some of the action scenes in this script, but he’s referring to the commando tension and gritty urban warfare elements of that Ridley Scott film, not its wrenching R-rated casualty rate.

This new movie starts in the 1960s with the moon landing — hence that lunar landscape set — and weaves a new mythology of government conspiracy into the Autobot and Decepticon battle. Both of those tribes learn that a Cybertronian spacecraft lies hidden on the moon and may hold secrets that will tilt the balance of power in their ongoing struggle.

The script by Ehren Kruger (“The Ring”) gave Bay a chance to stage military battles in Chicago and create in Dempsey’s role an elusive character that may bring more to the movie than first appears. For fans, there’s considerable excitement too in the presence of sci-fi icon Leonard Nimoy, who gives voice to Sentinel Prime. (Not only are Nimoy and Bay cousins by marriage, the actor also has some history with the brand as a voice actor for 1986’s “Transformers: The Movie.” Nimoy, though, hadn’t been approached by his relative for the previous films. “I asked him why he didn’t ask sooner and he said he assumed I would be too expensive,” Nimoy said with a chuckle in a recent phone interview. “We figured it all out.”)


Bay says he’s a man on a mission and he assumes this will be the last “Transformers” film. After spending so much time with the brand — he began work on the first movie in 2005 — he wants to go out with a bang. He also wants to wipe out the memory of that second film.

Setting up a shot in which Malkovich’s shady character tussles with an otherworldly opponent, Bay rattled off the reasons that this will be a new and improved model of his movie machine. “We got rid of the dorky comedy and we brought in some new acting talent. We have a good script. We’re shooting in 3-D and there’s a mystery in this story. It’s smarter. And we still have the robots and the best special effects that you’ll see.”