It's hard to think of Michael Bay as a struggling director, but in the early 1990s, he was trying to break into the film world just like everyone else. Bay was known as a creative music video and commercial director who had an eye for talent and camera work. 

When he got his first assignment he was pumped. It was an action movie called Bad Boys starring...

...Jon Lovitz and Dana Carvey...

Wait, what? 


That's right, the original film was set to be a vehicle for these two SNL alumni, and to be much goofier than the version that would come out in 1995. 

Variety reported that "Sources indicate that the postponement was primarily due to the script not being ready and other extenuating circumstances, including problems with locations. Carvey–who insiders said is particularly upset about the endless script problems–and Lovitz are pay-or-play on the picture. Disney’s deal with the actors was that the movie would either start in February or, at the latest, January 1994."

So what went down? 

Eventually, these problems drove Lovitz and Carvey to other projects. And Bay, eager to get his movie made, began the search for actors he thought could help compensate for the problems in the story. 

Lovitz did an interview where he gave some details, saying...

"But yeah, [Don] Simpson and [Jerry] Bruckheimer, they wanted Dana, and then they added me into it afterward. But the script—oh, another George Gallo script—the script was awful. They rewrote it for three months, but Disney didn’t want to do the new script. They wanted to do the original one, and it ended up going to Columbia. And Barry Josephson—who is a friend and used to be my manager—he decided to make it with two black actors, and that’s what happened. It was disappointing. I wanted to do it."

This led him to Martin Lawrence and Arsenio Hall. Hall turned the movie down, so they went to Will Smith, who was seen as a sitcom actor but was cheap enough that they thought he might save on the budget. 

Another cut allowed them to move the movie's setting from New York City to Miami... and the rest is history. 

Well, sort of. To compensate for script and dialogue issues, Bay learned to let Smith and Lawrence be themselves. He had them improvise much of the dialogue.

The worry that they both were sitcom actors was diffused early, as they came with the chops to improv and riff.

Bay matched this loose style with his confident camera work and... you know the rest.

While the movie only hit 42% on Rotten Tomatoes, it was a box office hit, grossing $141,407,024 worldwide on a $19 million budget

Bad Boys launched Michael Bay into the stratosphere. It was a huge hit and helped Will Smith and Martin Lawrence find commercially successful films. Oh yeah, and the movie spawned two sequels that also made box office bank as well. 

So what can we learn from this story?

One of the main things is that the director needs to be flexible and think outside the box. 

If you're attached to a film and things go sideways, one way it might still happen is if you're willing to compromise and make the best out of every situation. While Bay got incredibly lucky to work with people who turned out to be legendary, knowing he was willing to reinvent the story to fit the performers he had is inspiring. 

You could say that he leaned into the skills of his new actors, giving them the room and ability to succeed. 

The next time you're on set and not getting your way, think about how you can pivot toward someone's strengths instead of getting mad about their weaknesses. 

There's a feeling in Hollywood that having one 'okay' movie is better than having no movie at all. While it can be nearly impossible to overcome a disaster, you can come out as a hero and with a serviceable product if you are flexible in your approach. 

Bay's flexibility and know-how helped get him into humungous movies after and "Bayhem" was born. 

What are some of your favorite insane casting stories? 

Let us know in the comments.