When I woke up yesterday morning, I knew very little about the 3rd Transformers movie besides the title (Transformers: Dark of the Moon). However, due to spending 3 hours with Michael Bay and the fact that he was willing to show us the teaser trailer, a montage of footage from the entire movie, and then he took the visiting journalists into his private editing suite and showed a huge chuck of footage from the final 3rd of the film, I know a tremendous amount about what's almost certainly his last Transformers film.  And if it really is his last one, I think he's going to go out with a huge home-run.

So here's what you need to know: while Bay asked us not to reveal any of the spoilers we learned while visiting his editing room, he talked to us for over two hours over lunch and he discussed making the movie, why he used 3D cameras, what made him cast Rosie Huntington-Whiteley as Megan Fox's replacement, editing in 3D, how much was shot in 3D and how much will be post converted, and so much more.  If you're a fan of the Transformers franchise, you really should hit the jump:

Before going any further, one of the people I went to the editing room with was Jeremy Smith (Mr. Beaks) from AICN.  After we got back to my apartment, we recorded a video blog about what we saw and learned while at Bay films.  While I'll be writing about it further down the page, if you'd like to hear us talk about what we did and what we thought, here's the video:

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The other thing that you should probably watch is the just released teaser trailer.  I think this is a hell of a teaser and it does a great job letting you know they have a much stronger story than the second film.

Anyway...about my visit to Bay films.  The day started with a small group of reporters and some executives from Paramount entering a 15 person screening room.  Almost immediately after sitting down, Bay showed us the teaser trailer and we did an informal Q&A.  After a few questions, he showed us what I called a sizzle reel (but it was more a montage of shots and footage from the entire film) and then he talked to us for about 5 or 10 minutes.  After some questions, we rewatched the teaser and montage.

Once the footage was over, we all jumped into two cars and traveled to Bay Films.  As you might imagine, the walls were covered with his movie posters and we saw a few props in the lobby.  While the screening room had a lot of executives, when we sat down at Bay Films for a more in depth interview, he was alone.  He'd actually asked for the execs to leave us and he did the interview without any publicists or handlers (which was very cool).  For a guy who doesn't do a lot of press, it was great to just sit around with one of the biggest filmmakers in the world and just talk shop.

At this point, we talked for at least an hour and we covered many subjects (everything is further down the page).  Some of what he said was off the record, which is why I can't offer the audio files from today.  After eating some food, he then asked us if we wanted to see some more footage.  Needless to say, I said yes as soon as he finished asking us the question!

Bay then walked us across the parking lot and took us into a small building which housed his editing suites.  Once inside, we all sat down in a small room and Bay proceeded to control an Avid like a DJ would control a turntable.  While he asked us not to reveal what we saw in the footage...even though he's only been editing for 3 weeks, what I saw floored me.  I could tell from the way he was fast forwarding the footage  that he already had a solid rough cut of the movie and it had background music consisting of the previous Transformers movies and the Inception score (which is what everyone is using to edit with right now).  While I can't say what he showed us, I can say the footage looked fraking awesome.  The 3rd film has huge scope and some ridiculously awesome action set pieces.  I saw some stuff that I have never seen in any movie.  And even though it was rough and not even close to done, I was blown away at how easy it was to follow the action.

While some of you might criticize Bay and not like his movies, the one thing you've got to give him is he knows how to frame his action scenes.  Everything he showed us today was easy to follow and I know the story is so much stronger than the second film.  While I'd love to get into specifics, for now you'll just have to trust me.  And just to make sure you know how I feel about the first two films...loved the first film.  Have serious issues with the second.

Anyway, enough about my thoughts.  After all, you can watch the video blog I did with Beaks for a more in depth recap of what we saw and learned while there.  Also, since the interview with Bay is about 9 pages in Word....

Since a lot of you won't have the time to read everything Bay said to us, here's a few highlights:

• After talking to Buzz Aldrin (who is involved in the movie), he thinks they really went to the Moon in the 60's
• The teaser trailer has no final effects footage.  He wouldn't even call any shot close to 80% done
• He says you've got to massage every 3D shot
• They're ahead in the editing right now because he's putting a lot of pressure on himself to do pristine 3D
• Says "if you want to do proper 3D it's a $30 million price tag." Also "if you want to do dual eye-rendered robots, you got another 30% charge, because you got two eyes now, two different visual effects that have got to be blended. There's more work on the visual effects shots."
• Did 5 months of research trying to decide between post conversion and shooting in 3D.  Tested everything.
• Says they will have shot 70% or so in 3D and they'll post convert the rest
• He has 3 full time editors working on the film due to how much has to get done in such a short period of time
• Spends an hour and a half everyday talking to ILM via video conferencing to talk about the effects.  Goes up there all the time to talk individually with the animators.  Says 25% of the CG work is being done at Digital Domain and the rest at ILM
• Regarding what they shot in 2D, says "we shot most of my close-ups with faces with anamorphic film, cause that stuff’s easier to convert and it’s just more beautiful than the digital."

Bay acknowledged the second movie had issues and is very excited for the 3rd:

"We tried to learn from the second movie. On the second movie we got burned. We had a writers strike, we had to agree on a story in three weeks, and then we knew they were going on strike. It was a fucked scenario all the way around, it wasn’t fair to the writer, it wasn’t fair to me, it wasn’t fair to anybody. It was still an entertaining movie, but I think we failed on certain aspects. What we did with this movie is I think we have a much better script, and we got back to basics. I think there’s some really cool action on this movie, there’s some very cool conspiracy, there’s great robot stuff in this that people were missing in the second one, you’ve got great robot conflict. So I’m excited about this movie.  It’s more serious. I got rid of the dorky comedy, I mean we’ve got two little characters, that’s it, but the dorkiness is not there. Dork-free Transformers. It’s much more serious. It’s still entertaining, it’s big looking."

• Rosie Huntington-Whiteley talk.  Says she speaks with an English accent and reveals how she got cast.
• They will have filmed in China, Los Angeles, Florida, Washington DC, Chicago, Detroit, Africa and maybe Russia.  They film some stuff in Africa next month.
• Principal photography lasted 6 months

Regarding the action set pieces, Bay describes them as:

"My take on this movie was that I wanted to make the fighting a lot more personal. In the past two movies the cavalry has always came in, this time the cavalry isn’t coming. It’s black hawk down, a small group; they’re fucked. It makes it more intimate."

• We're not going to see sand in this movie.  Bay made a list of things he wanted to see in the 3rd film and wanted to make sure this film was a lot different.
• Bay made it seem that this was his final Transformers movie.  At the end of the day I asked him what he might do next and he said he still wants to do the smaller film he's been talking about for years.  When I asked what smaller meant, he said 20 million dollars. He said it's a real life Pulp Fiction story.

And with that...here's some highlights from almost two hours of talking with Michael Bay.  I really wish I could share the audio...but it's filled with spoilers and stuff that was off the record. Finally, a HUGE thank you to Michael Bay, Paramount, and everyone who made today happen.  As a huge fan of Michael Bay, today was something I'll always remember.  Thank you for inviting me.

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Bay: People were going on the Internet, saying we didn't do any 3D and there's all this talk, so we're just trying to set the record straight, you know? So... I don't know... I'm sure you guys will have questions.

(Bay shows us the teaser trailer)

Bay: What do you guys think of that?

It's a good sales pitch.

Bay: Is it? I'm just trying to spin it a little bit. We have a more serious story this time and I'm trying to make up for movie 2. (Laughter)

What do you think Neil Armstrong is going to have to say, or...

Bay: Well, Buzz, he's involved in the picture.

In the modern day?

Bay: Yeah. If you can get through his stories while he pitches his books, you know, once you get past the two-hour sales pitch for me to direct this movie. I definitely know they landed on the moon now, because the way that old guy - don't call him this - but he is a stud of all studs to go up there. I said, because I wanted to know exactly about the Hasselblad cameras. And I said, 'When you brought back the cameras...' And he was, 'Brought back the cameras? We didn't bring shit back, we had to throw it all out! It's a junkyard up on the moon. We could barely get off!' So I knew it was real, just by studying actors. So anyway... It was cool to have him involved.

Can you talk a little bit about how involved were you in cutting that teaser? Was it Paramount marketing?

Bay: We had an idea, what we were going to do. Was I involved? I wasn't that involved, because I was in the thick of shooting. But now that I'm back, I'll be much more involved in the teaser aspect and stuff. But I think it's just good to get the name out there, that we're coming.

You also mentioned this is an announcement piece, but for most of us, we consider this like a teaser trailer. Why is it so important to you that we call it an announcement piece?

Bay: Because usually a teaser... We're going to have a couple of teasers. It teases you... It's just not... Is it exciting? I don't know. When I look at it, I think it's cool, but is it exciting? I don't think it's exciting.

It's intriguing...

Bay: What? It's intriguing. It's good - it's doing its job, I think.

Is this movie footage, or is it just for the piece?

Bay: No, it's movie footage. I mean, when you do effects, we still have "turkey" shots in there. That's what we call them, because they've got a long way to go. But you've got to get them to a certain point, you've got to get them out on the air.

Are any of those shots what you consider to be final? Or even 80%?

Bay: No.... Well, some of them are, like the one where it's a helicopter shot, them walking on the Moon? That's still a turkey shot. Meaning it's not... The effect isn't blended enough. The inside of the ship is not blended enough, the character that we find is not a fully done model of that character yet We're still doing changes and so those shots will change, but I think they're good enough for use right now.

How did you find the 3D experience? You seem really invigorated right now.

Bay: Well, I'll tell you about it. We'll go and have lunch at my place right now and we'll talk without all of these people watching me talk and make it more intimate with just you guys. Do we have a couple of 3D shots? These aren't the wow shots of the movie, these are just to give you a tiny little sample of us shooting with 3D and to talk about all those "problems" they say we have on the Internet, right? (Laughs) It actually was a great experience. But what you have to do is hire a lot of 3D experts. Like Cory over here, he's a 3D expert here. Every shot that you shoot in 3D, it's not perfectly, perfectly, perfectly aligned, it's just, as Cory says, it's from either the stress of the crane bringing the two cameras, because it's a big metal rig and when you look at it, it needs a lot more tweaking, but it's good enough. And then what we're able to do is, you've got to massage every 3D shot. Give an example, Cory...

Cory (Bay's 3D guy): We'll go in when you shoot it, and we get the plates back and there'll be a slight vertical adjustment that'll need to happen, so we'll just align it vertically so highlights in the eyes sync up. So that when you're looking at one of the actors' eyes, it's comfortable and feels natural. Or we'll do just a subtle rotation. It's simple tweaks like that, just to massage the images so that the alignment is most comfortable for the viewer.

Bay: So I think in here there are a couple of effects shots where you'll see broken comps... I'm three weeks into the edit. This is really early to be bringing people in, and normally I wouldn't bring people in until, like, next spring. But since I've been so quiet on this movie, it's just good to let you guys have a little peek. You'll see some broken renderings here, you'll see some characters that are just starting to be put in, where we haven't massaged the 3D of how the arms can really work and how you can change the animation and make the arm come further out to you, you can be more aggressive or conservative, at this stage right now, but it just gives you a tiny sense of the... You'll see, like a dual eye-rendered Bumblebee, but it's not lit. But you'll see how full these characters can be, which I think is kinda cool.

(Bay shows us a montage of clips from the entire film)

Bay: It just shows you a little taste. You see how the 3D can vibrate a little, like the feet, that's got to be fixed and tweaked and massaged and all that stuff, but...

I definitely have to ask: this is obviously your first time doing a 3D movie and we're into the beginning of December, you have a July 1st release date. Is there any stress about making that release with adding 3D to the editing?

Bay: Yeah, it's a whole new animal and so that's why I'm so tired today because I've had a portable Avid system at every residence. I go home from the edit room and I'll work sometimes until two at night, picking selects, going through, because I'm trying to jump on this movie like a motherfucker. Just for that reason. I'm trying to treat this post, hit it really hard before Christmas so that we can be ahead of the curve. When we average, compared to what our shot count turnover was from the last movie, where we are in terms of cutting time down, we're well ahead. So I'm putting the pressure on myself so that we can really do pristine 3D. So, but yeah - it's a new animal, you know. Jim had... There was a lot of figuring out with his movie and he had a lot of time to do it, but the equipment has gotten better since then and I think facilities have learned more.

A lot of times people say it's up to the director, and how involved they are with the shots...

Bay: Well, the good thing is, we have, if you're talking for a conversion stuff... We'll talk about how these studios are rushing through their 3D. There is a right way to do it and a wrong way. I think, personally. If you want to do proper 3D it's a $30 million price tag. You don't to admit it, but that's what it really is to do proper 3D. Studios will sometimes do it or $10 million, or $12 million. $30 million, in terms of the equipment, the crew. That camera equipment is really expensive to rent. And if you want to do dual eye-rendered robots, you got another 30% charge, because you got two eyes now, two different visual effects that have got to be blended. There's more work on the visual effects shots. Does that make sense? We spent about seven months or eight months before the movie investigating all the conversion companies. We gave each one test footage to do and, like Warner Brothers, I kind of knew that the Harry Potter would fall apart, that was just because they were working with a company that just didn't have the firepower. This was supposed to come out on Harry Potter 3D, but that obviously didn't work out, so. When we have lunch, I'll tell you why I chose to do things the way I did it.

(After watching the teaser trailer for a second time and then the montage of footage from the entire film, we travel to Bay's office and sit down for some lunch and a lot more conversation)

Bay:  Depth, you can’t really appreciate 3D because you need like 3 or 4 seconds, most people do, to really feel 3D. You can’t really appreciate it when you’re seeing like a quick teaser. Cause the shot is kind of, teaser cut length. But it’s actually changed my style on this movie—I’ve got many more wides, the camera’s not wild. So it does change my style a bit.

So why did you decide to use 3D on Transformers 3?

Bay:  Contrary to opinion, the studio did not force me to do anything. They suggested, “Would you be interested in 3D” and I’m like “huh.” I don’t know, I’ve had (Jeffrey) Katzenberg call me all the time, Jim (Cameron) call me all the time—“You’ve gotta do 3D, you’ve gotta do 3D, you’ve gotta do 3D.” I visited Jim on Avatar and I just saw all the blue screen and the big cameras and I’m like, “This is so not me,” so it’s kinda scary alright? Especially ‘cause I do real world stuff, [as opposed to] the blue screen stage where it’s all air-conditioned, no dust and you can manufacture so much and you’ve got these big rigs that go with the umbilical cord into a lot of this brain power stuff. So we first investigated conversion companies, it took about 5 months of investigation, I mean literally breaking it down. We had them all come pitch to us, how they would do it, and so thought, “Okay, well what if we spent a lot of time on conversion?” You can do really successful conversion, but it just takes a lot of time. And then I kept thinking, “God I’ve gotta try these cameras” and we got Jim’s space, his camera systems out there. And this is really hard for me ‘cause I’m a die-hard film guy, anamorphic old school lenses, and there’s just nothing more beautiful than anamorphic lenses to me. So going digital was like, “umpf”, it’s just kinda crass for me and in close-up it’s terrible—just for me, that’s for my taste. So we brought the camera systems out, and you hear horror stories on all these movies, they would do 20 shots, 10 shots a day, and I usually do 40-50 shots a day, and I’m like “Well this is bad on a, you know, $200 million movie, this is gonna just exponentially increase the shooting days, it’s a disaster.”

So I went out there, with my guys and their guys, we had the Avatar guys—I wanted really seasoned guys, cause it’s like either you work with the best or you’re screwed—I had the same guys that did Avatar and have a lot of experience with that system, but they’d never done what we’ve done. We put it through a rigorous test.  We strapped a camera on a skydiver, you know that doesn’t really happen much. We put it on systems that it’s never been on before. So that day of testing, I was testing with film cameras and 3D cameras, and I was trying to keep the pace and timing. I was pretending like this is a real shoot, and I’m throwing curveballs to them saying “Alright let’s change this lens, do this lens” and I’m trying to time them, seeing how it would affect my day. And they were scrambling a bit, so I’m like “Ugh, it could be a disaster, but maybe we can train them better, I mean it’s first day you know, they gotta set the rigs up the way I like them. But it was fun to put those glasses on and go right around to the TV, it’s kinda cool.” And as Jim told me, finally he says “Mike, we’ve done everything, it’s just a new toy for us” (laughs). And that was when I finally said “Alright, you know what I’m gonna try it.” Originally I was gonna do 4-5 weeks of photography, and the rest we were gonna do conversion. Cause they had done really hard shots from Transformers, we picked our company. We gave ‘em shots that had the dust and the debris and the facial stuff, and some was quite surprising and then I saw some stuff that ILM was doing with dual-eye rendered robots, so it’s two eyes putting it into a plate, and we figured we could be very successful doing that.

Our first day, I kinda secretly told my line producer, “We’re gonna keep that [3D] camera the whole show, the studio just doesn’t know it yet. We’re gonna take our conversion money, we’re gonna put it towards our camera money, so keep that crew the whole show.” I didn’t wanna spill the beans to the studio, you gotta sucker punch ‘em when they least expect it (laughs). You get ‘em invested. And then they came down the first two days, they put the glasses on, and I’m like “hook line and sinker, they’re sold.”

What I decided to do, in terms of my 3D, the only way I was gonna make a 3D schedule—what I did when I did my test is I shot film alongside video. We shot most of my close-ups with faces with anamorphic film, cause that stuff’s easier to convert and it’s just more beautiful than the digital. And then there’s stuff where it’s just not ready for primetime: it can’t really do slow-motion, it can’t be around giant dustballs, I mean you’re dealing with electronics here.

But we were able to put it in so many circumstances that it’s never been in before. The problem is it’s too heavy for certain systems. We put it on the Porche Cayenne…the Porche with the crane on it and it just doesn’t like that when you’re going 60mph, and it’s shut off. We were able to get enough, but it’s not hand-holdable. We’ve got a little handheld one, but the image quality is a little less than what you’re gonna get on the big rig. But we were still able to strap that onto a skydiver, I mean this guy’s goin’ with wingsuits through the city at 150mph in between buildings. I mean you put that thing on his head and it’s a neckbreaker.

I figured the rate of converting stuff is about 30-35% when I average all my native shots to conversion shots. So we think we’ve found a happy medium where we’re able to keep it looking really sharp and make it promising 3D.

How’d the cast like working with 3D?

Bay:  They loved it. Cause you can keep the tape rolling. The actors like it cause you can do take after take and just keep the camera rolling. So you get in a rhythm, which is helpful. It just makes your memory storage go way up and all that.

I actually really enjoyed it. I was very curious how engaging or less engaging a dialogue scene would be. There’s stuff where it’s subtle stuff with Shia talking, and it’s just kinda cool, I mean you see a little thing but you’re still focusing on him. I think it’s good for a third movie. We tried to learn from the second movie. On the second movie we got burned. We had a writers strike, we had to agree on a story in three weeks, and then we knew they were going on strike. It was a fucked scenario all the way around, it wasn’t fair to the writer, it wasn’t fair to me, it wasn’t fair to anybody. It was still an entertaining movie, but I think we failed on certain aspects. What we did with this movie is I think we have a much better script, and we got back to basics. I think there’s some really cool action on this movie, there’s some very cool conspiracy, there’s great robot stuff in this that people were missing in the second one, you’ve got great robot conflict. So I’m excited about this movie.

It’s more serious. I got rid of the dorky comedy, I mean we’ve got two little characters, that’s it, but the dorkiness is not there. Dork-free Transformers. It’s much more serious. It’s still entertaining, it’s big looking. I think it’s much more compelling, what we did, how we funneled our action, what we’ve got our characters doing, they’ve got a lot more to do.

How’s the color-correcting and adjusting play into the 3D?

Bay:  HD is always continually trying to look like film, and it just can’t…When you’re shooting a bright sky, it can’t hold this and that bright sky, it will start to deteriorate quickly. So in certain shots where you’ve got a lot of sky, we started shooting film here and there… there’s times where it’s kinda 2D and it goes back. The stuff when you really feel, is when you’re flying, like in Avatar when those things are flying around, you really feel the 3D. We have moments like that where, this is gonna be our “huge 3D moment, huge 3D moment” you know what I’m saying? You can’t keep it at 10 the whole time.  There’s not a lot of wanky moves, it has to be slower, it has to be more steady, you’ve gotta watch your strobing cause it can’t keep up.

So did you feel constrained?

Bay:  No I actually enjoyed it, I really did. I thought it was a kick.

Did you find yourself thinking about things, or did you have time to think about things on set that sometimes you didn’t feel like you maybe had a chance to in the past?

Bay:  Well I like to shoot 12-hour days. I like to keep them pretty full days…You gotta keep a pace, otherwise it’s dreadful, it’s so boring on a movie set. If you’ve been on a slow movie-set you wanna shoot yourself.

Can you talk a little about the casting of Rosie Huntington-Whiteley and a little about her character and her name.

Bay: I would never hire a model. It wouldn’t cross my mind really to be an actress. I’ve shot plenty of the Victoria’s Secret stuff and they’ve been good clients of mine for years. She was very spunky and she has this cute English accent. She has a great head on her shoulders in terms of smart, intelligent, and well-spoken. And I just said to her “have you ever been interested in being an actress?” and she goes “yea.” She’s had an interesting life growing up, and literally when we were looking for this role there were 500 women that had auditioned around the world. We had casting people from France and London and on and on. And I wrote her an email because she’s always working because she’s a businesswoman, and I said “this might sound a little crazy but this could be a life-changing thing. It doesn’t really happen much, but would you ever be interested in being in this movie?” And she basically was going to turn it down, but somehow she went to the audition and the casting-woman came back with 20 of the top women. We went through, and they were very good actresses, but there was something about replacing Megan; and it was more interesting to go with something brand new and fresh. When it’s brand new it’s kind of a brand new experience for the audience too. And [the casting woman] came in, and she said, “I gotta tell you Michael…this girl can be a star.” So we looked at the tape, and showed Steven [Spielberg] the tape and everyone was really intrigued. We brought her on set with Shia [LaBeouf] and the crew, and we shot with her for six hours. We put her with an acting coach and I kept telling her to be herself. She did really well in the tests and Shia really liked her and she did a really good job. I saw her really improve, and she’s so sweet. It was good; I think it was a good change.

Can you tell us about her character?

Bay:  She was in school, she now lives in Washington D.C. She worked for the English embassy as kind of an assistant. And [Sam Witwicky] has been dumped, and I’m not going to tell you how they meet.

Whats Rosie’s character’s name?

Bay:  Carly.  And [Sam] is living with her, she pays the rent because Sam is looking for his first job.

Is she using an American accent or her English accent?

Bay:  We were embracing the whole English thing. I love her English accent.

What about John Malkovich, his character is a little out there right?

Bay:  He’s Shia’s boss. Its funny, I was talking to Shia and we were talking about character. He’s like, I was the one who saved the world, and I should be set up. And I’m like, Shia, there’s people who do heroic things all over the country, and they’re not set up, they’re back to their mundane life. And he’s like, no; I’d be working for the government. And I said, well let’s just say you’re not working for the government. Let's just go back to real people. Big seminal moments in life are just getting your first car, going into high school, graduating from high school, going to college and trying to get your first job. Do you remember when we were all terrified at our first jobs? You think your gonna fuck up if you pick the wrong thing. And I said, “Shia, you don’t understand that because you made money as a kid, but people are terrified when they graduate college.” But it’s funny because you have to explain that to someone who has no real concept of that.

Could you talk about where you actually filmed this movie?

Bay:  We’re shooting in Africa, we’re shooting in China, we’re shooting in Washington D.C., Florida, Chicago, Los Angeles. It’s a lot of places. We were going to go to Russia, and it’s still a possibility.

What did your crew say when you said “hey let's put a 3D camera on a skydiver?”

Bay:  I was worried about the skydiver. These wing suits; for every foot they fall they go two feet. They can slow themselves to about 150 miles per hour, and they’re very nimble, and can literally turn very quick. So I got five guys and we wrote this scene around them. We had them going through the alleys and buildings of Chicago, going around buildings. How did the city allow any of that, I have no idea? I’ve never heard of a city approving anything like that.

How many attempts were there?

Bay:  They jumped over three and a half weekends, and did six jumps a day. But I was more worried about the base-jumping. Each guy has to pull off a different elevation so they don’t crash into each other. And they’re going off the Trump, and in one of the scenes [Sam] is eating his breakfast in his underwear and he sees four guys fall right past his window.

You were filming for a very long time. Was the shooting schedule always that long, or did things change because of the 3D, or because of whatever additions?

Bay:  It was just so ambitious; we had some very ambitious set pieces. For that building thing, it’s not easy to shoot. You have to plan where everyone goes and make sure that they don’t bang into each other. You have to make sure that the furniture in there doesn’t cave in on anyone when you’re tipping the thing. There’s a lot of planning involved.

Would you say that the action set pieces are the biggest of your career?

Bay:  My take on this movie was that I wanted to make the fighting a lot more personal. In the past two movies the cavalry has always came in, this time the cavalry isn’t coming. It’s black hawk down, a small group; they’re fucked. It makes it more intimate. It’s just different.

The government played a large role in the first two movies, now that transformers are out there and everyone knows about them, does the government still play a large role?

Bay:  You feel it but you won’t see it as much. There’s a national security advisor, but we don’t spend a lot of time with that.

With Tyrese [Gibson] and Josh [Duhamel]’s characters, are they still as prevalent in this story as they were in the past installments?

Bay:  Yea, but in different respects now. Tyrese has a different character.

Can you say how many Autobots and Decepticons are on each team now?

Bay:  No, but we have ones that we are highlighting now.

Did you have a favorite new car that you’re going to introduce?

Bay:  I think the Ferrari is interesting. I call him the Dreadbox. I don’t know what the toys are going to be called; I have my own name for these things. They’re pretty cool; they’re Decepticons. We have a new character, an Autobot, who can invent shit and fix stuff.

Will Ferrari have an Italian accent?

Bay:  Yes. And Ferrari will have to approve the voice. They just want it to be not cheesy Italian. They want it to be something that fits the car.

Does this movie seem to bring the story to a close?

Bay:  There’s a couple of things that are left open. I think you’ll see some finality to this, you know we’ve made it very clear that when things die they die now. They’re not magically being brought back.

It’s been an unexpected career ride for you. I know Transformers isn’t something you’ve sprung up to do. It’s been such a large chapter of your career.

Bay:  I got a very nice call from Cameron, he called me after Christmas and he goes, “Mike you know I’ve seen these movies, they’re spectacles in the theaters. You don’t understand these movies until you see them with your kids. I saw them back to back with my kids, this is like Star Wars for these kids.” It’s just kinda cool. It’s a good compliment to get from a guy like that.

Did that sort of reenergize you for the third film?

Bay:  I was energized for the film. I was gonna do my small movie I keep talking about, and the studio just said—the true story is, they took me to Vegas, they wanted to celebrate it breaking $400 million domestic, they gave me a martini, they gave me another one, I don’t really drink two martinis, they go “We’re here to talk to you Mike, we’re fucked if you don’t do Transformers 3 right now” (laughs). The studio guy laid it out, I’m friends with him, he says, “We need a tentpole.” And it’s hard to pull a tentpole for a studio when you’ve got a window of two years or whatever, cause they’re at a point where if they don’t pull it by September, I think we were in August, if they don’t start pullin’ by September or October, it’s hard to get it together for that following year. These guys are under tremendous pressure, so I’m like “Ugh (pause) It’s gonna cost you but yeah” (laughs). Because it’s literally like workin’ 5 solid years, or 6 years. And our economy was so bad, and it’s still so bad. The nice thing about it is that automatically you give 5,000 people that are making toys for that movie job, you give 2,500 people for this movie that are doin’ this, you just give jobs so that’s what’s good about it.

If Paramount takes you to Vegas again, is there a chance that you could do a fourth?

Bay:  I think this has gotta be it. I think someone else will take the torch from here.

Spielberg have a different role this time?

Bay:  Ehren Kruger, who I really liked working with, very smart writer, he cracked the story and he was very open on where we would go and you know I work on images and stuff that I wanna see, action stuff, how we’re gonna make this different. Cause I gotta think, “How are we gonna change this up? How are you gonna take it to the next level? What have we not done in this franchise? How do you make it more personal?” So you talk about everything you don’t like, “I don’t wanna see sand, we’re not gonna see sand in this movie.” And so we just started making a list. And he had a great hook that I loved. And I think that hook came from the studio, cause I think Goodman said, “Bay is fascinated with space.”

By the end of the movie, can you say how much of the conspiracy has been unraveled? Is there enough room to continue to explore that?

Bay:  The nice thing about Transformers is that you’ve got so many stories to tell, you’ve got Cybertron. It’s just that I don’t think you could do it again with Shia and everybody, I think it’s time to move on.