Eye Candy

Transformers: Dark Side of the Moon: Photos of Michael Bay’s Beauties

From Rosie Huntington-Whitely in “Transformers” to Tea Leoni in “Bad Boys,” see the director’s top ladies.

James Trevenen / AP Photo

Movie blockbuster maestro Michael Bay has a penchant for casting relatively unknown, sexy women in the title roles of his films, and, in true Hitchcock fashion, butting heads with his onscreen beauties. As Bay’s popularity rose in Hollywood, so did his apparent control issues with his actresses. Marlow Stern breaks down Bay’s fine-looking harem, from a Playboy model to Victoria’s Secret’s Rosie Huntington-Whiteley inTransformers: Dark of the Moon, and the drama that ensued.


Kerri Kendall, Playboy Video Centerfold: Kerri Kendall

After Michael Bay interned for George Lucas at the age of 15, helping with storyboard work on Raiders of the Lost Ark, and directed music videos for Donny Osmond and Richard Marx, the up-and-coming director helmed a soft-core video for Playboy called Playboy Video Centerfold: Kerri Kendall. The video served as a showcase for the blond, voluptuous Kendall, who was chosen as Playboy’s Playmate of the Month in September 1990. Kendall would go on to star in several other Playboy videos, while Bay would go on to direct a dazzling array of Hollywood blockbusters—and allegedly date a number of Playmates, including Miss July 1998 Lisa Dergan, and Playmate of the Month Jaime Bergman, according to Askmen.

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Téa Leoni, Bad Boys

She may have played a dancer-cum-high-profile witness in Bay’s hit feature filmmaking debut, 1995’s Bad Boys, but Téa Leoni isn’t your typical Bay screen siren. After a few failed forays into TV, including an updated version of Charlie’s Angels dubbed Angels 88, and a Fox comedy, Flying Blind, as well as small roles in A League of Their Own and Wyatt Earp, Leoni was cast by Bay as the female lead in his testosterone-heavy action film. Leoni played Julie Mott, who witnessed the murder of her best friend, a call girl, at the hands of a drug-smuggling sociopath, and is subsequently protected by the two Miami PD agents on the case—played by Will Smith and Martin Lawrence. There aren’t too many slow-motion glamour shots of Leoni’s Julie in the film, save one leg-baring sequence in which she playfully attempts to seduce Lawrence’s character, and Julie is actually a tough-minded girl who holds her own with her two trigger-happy bodyguards. The film would eventually gross more than $140 million worldwide and launch the careers of Leoni, Lawrence, and most of all, Smith.

Chris Haston, NBC / AP Photo

Vanessa Marcil, The Rock

One of the most underrated summer blockbusters of all time—yes, you heard me—The Rock is the finest film of Bay’s bombastic canon, and his personal favorite. Most notable for its bizarre chemistry between leads Nicolas Cage and Sean Connery, and cheeky dialogue courtesy of some heavy Aaron Sorkin/Quentin Tarantino script rewrites, it also marked the feature film debut of the stunning Vanessa Marcil. In 1992, Marcil got her first break after being cast in the role of Brenda Corinthos, a mobster-romancing harlot on the daytime soap General Hospital. She was then cast as Prince’s heart-stopping love interest in his aptly named music video “The Most Beautiful Girl in the World,” before being named to People magazine’s 50 Most Beautiful People list. Then Bay cast Marcil as Carla, self-described “chemical super freak” Stanley Goodspeed’s (Cage) bride-to-be in Bay’s blockbuster. Despite Marcil’s noticeable lack of screen time, Bay still managed to throw in an extraneous sex scene early in the film, featuring the actress in a white bra and garters.

Terry O'Neill, Hulton Archive / Getty Images

Liv Tyler, Armageddon

When Bay’s disaster film Armageddon crash-landed into theaters in 1998, Liv Tyler was already gaining acclaim, having starred in the music video for her father’s band Aerosmith’s “Crazy,” as well as the 1995 cult classic Empire Records and the 1996 Bertolucci film Stealing Beauty. Plus, Bay had directed an Aerosmith music video of his own, 1997’s “Falling in Love (Is Hard on the Knees),” and also directed a young Tyler in a sexy 1994 commercial for Bongo Jeans. Tyler plays Grace Stamper, the daughter of roughneck oil driller Harry (Bruce Willis), who, along with her fiancé, A.J. Frost (Ben Affleck), is recruited by NASA to prevent an asteroid from colliding with Earth. Grace is, well, graceful, and arguably Bay’s most chaste female character. And Tyler’s romantic scenes with Affleck in the film are more embarrassing than anything. Two words: animal crackers.

Robert Galbraith, Reuters / Corbis

Kate Beckinsale, Pearl Harbor

In addition to model Jaime King, the fetching Kate Beckinsale was cast as Evelyn Johnson, a Navy nurse and the love interest to Ben Affleck’s World War II pilot in Pearl Harbor.  The Oxford-educated Beckinsale had already established herself as a rising talent following her breakout role in 1998’s The Last Days of Disco, but her first commercial effort, the Midnight Express clone Brokedown Palace, stalled her career. Pearl Harbor, however, brought it back to life. She had just lost a ton of weight—a reported 55 pounds—after giving birth to her daughter with then partner Michael Sheen, but Bay allegedly still wasn’t thrilled with her physique. “Here we were doing this ’40s love story and I’d get my day’s schedule and it read ‘four hours at the gym,’” Beckinsale recalled to WENN.  “Because women in the ’40s lifted a lot of weights, right?” She added, “He [Bay] thought I was the biggest geek in the universe. He thought my teeth were too big. Just generally, he was a bit confused by me altogether.”

AP Photo

Gabrielle Union, Bad Boys II

In this incredibly violent—and pointless—sequel to 1995’s Bad Boys, Will Smith and Martin Lawrence return as bickering Miami PD narcotics officers in this 2003 film. Lawrence’s sister, and Smith’s secret love interest, is undercover DEA agent Sydney Burnett, played by the gorgeous Gabrielle Union. After modeling, Union made a name for herself starring in the popular teen comedy films 10 Things I Hate About You and Bring It On. Then Bay cast her in his blockbuster action film, which overcame a critical drubbing to earn $273 million worldwide. In addition to doing many of her own death-defying stunts, Union was reportedly forced by Bay to train to fit nicely into her character’s tight dresses. “Michael kept making my outfits shorter and shorter, so I had to keep exercising two hours a day, five days a week,” Union told The Cinema Source.  “He took me away from my first love. Not my husband, of course. I mean Krispy Kremes.”

Frazer Harrison / Getty Images

Scarlett Johansson, The Island

The busty Johansson, a former child actor, had already become a star with her critically acclaimed, muted roles in Lost in Translation and The Girl with a Pearl Earring, when Bay cast her as Jordan Two Delta, the clone of a famous model named Sarah Jordan, whose organs are being harvested in his 2005 sci-fi blockbuster, The Island. Johansson starred opposite Ewan McGregor, whose mangled English accent is the stuff of legend, and the actress even runs into her own Calvin Klein perfume ad at one point in the film. Johansson, however, butted heads with Bay over a particular scene in which she was to wake up in bed in a revealing bra. “They wanted to make me wear this bra when I woke up in the morning,” Johansson told Esquire.  “And I was like, ‘Why don’t they just have a sheet draped over me?’ Nobody sleeps in bras, except maybe French women.”

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Megan Fox, Transformers

After working as a bikini-clad, uncredited extra dancing under a waterfall at the age of 15 in Bay’s 2003 film Bad Boys II Fox was cast in the lead role of Mikaela Banes, a car mechanic from the other side of the tracks and Shia LaBeouf’s love interest, in Bay’s 2007 blockbuster Transformers. In order to win the role, however, Bay reportedly made Fox wash his car during her audition, according to the New York Post.  After returning for the film’s sequel, Transformers: Revenge of the Fallen, and referring to Bay as “Hitler” in an interview publicizing the film, Fox reportedly left the franchise because she was unhappy with Bay’s objectification of women. “Mike films women in a way that appeals to a 16-year-old sexuality,” LaBeouf told the Los Angeles Times.  “It’s summer. It’s Michael’s style. And I think [Fox] never got comfortable with it.”

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Isabel Lucas, Transformers: Revenge of the Fallen

In addition to Fox, Bay cast the Australian soap actress and model Isabel Lucas in his 2009 sequel, Transformers: Revenge of the Fallen. Despite being mauled by critics, the film went on to gross more than $830 million worldwide, making it one of the biggest blockbusters of the year. Lucas played Alice, an evil transformer disguised as a sexy college student who attempts to seduce Shia LaBeouf’s character. On the Australian variety show ROVE, hosted by Rove McManus, she described her audition as “unique and unusual,” saying, “I arrived and I was wearing a black dress, and Michael was like, ‘Look, you can’t wear that. Walk down the road, go buy another dress, and wear something colorful.’ So I went, bought a purple dress, and came back…And then we shot the second half of the scene in his car. We were in the office at first…” to which Rove responded, “OK this is sounding creepy. ‘Buy another dress and meet me in my car.’” “It was bizarre, because I’ve never shot an audition in a car before,” said Lucas.

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Rosie Huntington-Whiteley, Transformers: Dark Side of the Moon

Pouty Victoria’s Secret model Rosie Huntington-Whiteley was an unknown in the acting world before being cast by Bay as Megan Fox’s replacement in Transformers: Dark Side of the Moon. Bay had directed her in a Victoria’s Secret commercial back in 2009 where he allegedly forced her to catwalk for a half-mile in the desert in a bra and underwear in 100-degree heat to prove a point, Huntington-Whiteley told GQ.  And when she auditioned for the third Transformers film, she wore a “white transparent lingerie top and panties” to her love scene audition with Shia LaBeouf, according to the New York Daily News.  “She had to meet Shia to see if they gelled,” an on-set source told Hollywood Life magazine. “Having her in as little clothing as possible was just the icing on the cake. When she walked down a staircase in that outfit—wow.”

James Trevenen / AP Photo

Michael Bay, The Playboy Mansion

Not quite a sexy unknown, but the blockbuster director appears in the zone at Playboy’s annual Halloween party back in 2007 at the Playboy Mansion. Here, a shirtless Bay flaunts his considerable pecs and is flanked by busty Playboy Playmate Hiromi Oshima and former boxer Mike Tyson.