'13 Hours': Can Michael Bay Pull Off a Gritty Movie About Benghazi?

"We told him we'd waterboard him if he got it wrong," says former Marine John "Tig" Tiegen

By
Michael Bay
'13 Hours' director Michael Bay built a career on explosions and giant robots. Can he pull off a gritty, realistic movie about Benghazi? Frank W. Ockenfels III for Rolling Stone

When Michael Bay wants to screen a cut of his movie, he calls Anthony. Anthony flies from L.A. to wherever Bay is with a pair of digitally encrypted hard drives – one primary, one backup – that will allow Bay's movie to be projected in a certain theater at a certain time before, basically, self-destructing. "He does this for Steven and me," Bay says, meaning Spielberg. Tonight, the theater is in a South Beach multiplex that Bay has arranged for the occasion, where he's sitting in the third row of a totally empty theater, Nikes propped on the seat in front of him. "We don't do anything small," he says. 

Michael Bay, small? That's like telling the sun not to shine, the grass not to grow, the 10-megaton nuclear device not to explode. From Armageddon to Pearl Harbor to his $3 billion Transformers franchise, Bay has spent his 20-year career going bigger, louder, more explode-y. Together, his 11 films have grossed a staggering $5 billion-plus, making him the fourth-most-successful director of all time. "That's international," corrects Bay politely. "Domestic, I'm number two."

Bay's new film is called 13 Hours, and it's about Benghazi. More specifically, it's about the six American CIA contractors who defended a U.S. diplomatic outpost on September 11th, 2012, after it was attacked by Libyan militants. Four Americans were killed, among them Ambassador J. Christopher Stevens and two former Navy SEALs. 

Benghazi, of course, has also become a political weapon for congressional Republicans attempting to derail the presidential campaign of then-Secretary of State Hillary Clinton, so when a filmmaker of Bay's pedigree (Victoria's Secret commercials, Bad Boys II) announced he was doing a movie, it sparked no shortage of dubiousness. The jokes practically wrote themselves: Starring Martin Lawrence as President Obama! Adriana Lima as Hillary Clinton! Even people making the movie wondered if Bay was the right choice. "It might be hearsay," Bay says, "but I heard [producer] Erwin [Stoff] said, 'I don't want to use Michael as the director. I'd rather a better director do it.' "

(Says Stoff, "I think that's been twisted a little bit.")

Bay's alleged cinematic sins have been well documented: the explosions, the hammy one-liners, the epileptic editing, the indifference to narrative logic, the explosions, the explosions. By now, he has little interest in defending himself. "What's to defend?" he says. "See the movie. Make your choice. What I do know is that when I show these guys doing their stuff, it's accurate. We tried getting it really right."

It's fair to be skeptical about claims of realism from a director who once said, of a fireball in Armageddon, "Now, I know there's no fire in space. But it's a movie, and most people don't know that." In some ways, though, Benghazi is a perfect fit for Bay. 13 Hours is based on a book of the same name, written by journalist Mitchell Zuckoff with five of the CIA contractors. Much of it sounds like something right out of a Michael Bay movie: There's a weaselly desk-jockey boss, a family-man CIA contractor doing one last job. At one point, one of the heroes climbs into an armor-plated SUV and can't find anywhere to put his coffee and grumbles, "Spend $250,000 on a damn Mercedes and there's no cup holder? What kind of bullshit is that?" – which is almost literally a line from Bad Boys.

The real-life contractors were happy with the choice. "I thought Armageddon was awesome," says Kris "Tanto" Paronto, a former Army Ranger. Adds former Marine Mark "Oz" Geist, "Some people are like, 'Oh, Michael Bay, he does all the explosions.' Well, the real event had plenty of explosions. So it's not like he had to come up with any." And according to former Marine John "Tig" Tiegen, Bay had incentive to be accurate: "We told him we'd waterboard him if he got it wrong." 

Bay is going to get into all of it, with one caveat. "Some of the things I tell you have to be off the record," he says. "Because they have to do with the CIA, and how they do what they do. A lot of people think they know the story of Benghazi," he says, like a human trailer. "But they have no idea." 

Bay's house in Miami Beach is on North Bay Road, and if he didn't move there specifically to live on a street with his name on it, you get the feeling that it didn't hurt. Behind his antique Balinese gate is a coral-bedecked pool that looks like it should have a shark swimming in it, and two dogs the size of young hippopotami – Bay's very sweet English mastiffs, Rebel and Bonecrusher. Bay's housekeeper, Carmen, answers the door with a smile, and behind her, the 50-year-old Bay strolls into the entryway in a plaid shirt, jeans and neon-green Nikes that say "Bayhem" on the tongues. He looks like an exceptionally fit scarecrow. 

Bay moved to Miami eight and a half years ago, after falling for the city while filming Bad Boys II. For a while he rented Madonna's old house, then bought this place from Hulk Hogan for $17 million. He has a house in Los Angeles too, where he was born. But he calls Miami home. "I loved L.A. growing up, but it's become too big and soulless," he says. He's also filmed three movies in Miami, which buys him a lot of goodwill when, say, he runs his brand-new Jet Ski into a Coast Guard patrol boat. ("Hey, Coast Guard!" said Bay. "I worked with you guys! Bad Boys II!" "Hey," said the Coast Guard. "Don't do that again!") 

Bay heads out to his lush backyard, with a stunning view of Biscayne Bay. It was here a few years ago that he hosted a dinner for some U.S. service members who were on their way to Afghanistan. "You can't mention their name, because they like that I've never told anyone," Bay says. "But I had [a U.S. special forces group] over here. They were in Miami because they train with water. They didn't want to go out in public, to a restaurant, so I had them here." Bay says his house had to be swept for bombs, because "they didn't want me to blow up a $90 million team." That aside, it was a lovely night. "Literally, every person said thank you," he marvels. "You never get that at a party."

Bay has a well-known love affair with the military, which has cooperated on several of his films. "I was the first director to have an actual SEAL team in my movie," he says. "They were classified, but they let a SEAL team be in The Rock." (A spokesman for the Department of Defense couldn't confirm this.) 

Bay has been trying to make a movie like 13 Hours for a long time: He says he was offered Black Hawk Down but passed ("Ridley [Scott] did an amazing job, but I wish I'd done it"), and says that he and Spielberg tried to buy the rights to Lone Survivor, "but [director] Pete Berg got the jump on me by, like, six hours." He was also set to make a film about the raid that killed Osama bin Laden, before Zero Dark Thirty, but says a certain government agency told him it wasn't a good idea. The details, says Bay, "should probably be off the record, for my safety."

Michael Bay
Bay on the set of Bad Boy in 1995. His 11 films have grossed more than $5 Billion combined. Mary Evans/Ronald Grant/Everett

When Bay heard about another real-life story involving terrorists, Navy SEALs and a September 11th attack, he was immediately interested. He met with producer Stoff to pitch himself for the job. "I just said, 'Erwin, look – I know these guys. I've had 20 years of dealing with these types of people. There are some of them I call friends.'" Stoff says that "any misgivings I might have had were just about tone. Tonally, this is a very different movie for Michael. My first thought was someone more grounded or realistic." 

"I'm going outside of my world a little bit," admits Bay. There's no Will Smith zinging Qaddafi with a one-liner, no sun-dappled shots of Megan Fox fixing a Humvee. Bay did add a car chase, because a man can only be so strong, but otherwise he tried to stick as close to reality as possible. "This is a true story," Bay says. "You have an obligation not to make the battle bigger than it was."

Bay shot the movie in 10 weeks, on a $50 million budget – roughly what he'd spend on special effects for a Transformers film. ("Not even," he says.) The cast's biggest name is John Krasinski, best known as Jim from The Office, even though, says Bay, "a very big movie star wanted to do this movie. I can't tell you who." How about a hint? "OK, I'll tell you," Bay says. "But you can't write it." 

He says the name. It is indeed a very big star. According to Bay, he and the star had a meeting. "I told him, 'If you want to do this, you're not gonna be you. You're gonna be the guy in the script.'" But in the end, it didn't work out. "I don't think he wanted to die [in the film]," says Bay. 

"People think they know the story of Benghazi. They have no idea."

They filmed last spring in Malta, about 200 miles off the Libyan coast. "I wish you could see me on set," Bay says. "It's a fun set, but it's a hard set. You're going to work your ass off. We literally shoot 75 shots a day, and they're not bullshit shots – they're real setups. There's so much dick time in the film industry – wasting money, screwing around. Sometimes you've gotta say, 'Get that camera over here. Bop, bop, bop, bop, bop.' "

"Michael is very aware of the crew's energy," says actor James Badge Dale, who plays CIA contractor and former Navy SEAL Tyrone "Rone" Woods. "He'd come up to me and go, 'Badge, Badge – look at the crew. They're bored, aren't they? We gotta blow something up.'" 

Tales about Bay's attitude on set are legendary. Sean Connery once called him either a "cocksucker" or a "fuckhead," depending on what day Bay is telling the story, and Transformers star Fox infamously likened him to both Napoleon and Hitler. "He really is like a drill instructor," says Tiegen. "He's like the general of the set," adds Geist. "It made me think of some of your great leaders of America." 

"One of my favorite things," says Krasinski, who plays SEAL-turned-contractor Jack Silva (a pseudonym), "which was hard at the time but in retrospect is hilarious, was there would be takes where Michael would walk up to you afterward and go, 'None of what you just did is in my movie.' He wasn't even pissed – it was genuinely, like, 'That was awful.'"

"I've worked on the nice," Bay says. "But I can be impatient. I don't suffer fools easily."

"The first time I saw the sizzle reel in Malta, I got extremely emotional," says Paronto. "I had tears in my eyes, and I had a water bottle and I chucked it across the set into a wall. Everybody was like, 'Oh, shit – he doesn't like it.'" Paronto started to walk away, "and Pablo [Schreiber, who plays him in the film] comes and gets me around the shoulders and goes, 'What's wrong? Is it OK?'"

"Dude," Paronto told him. "It's awesome."

Michael Bay
Bay with Pablo Schreiber on the set of 13 Hours. Christian Black/Paramount Pictures

The real-life Benghazi, of course, was not awesome. It's become politically radioactive, the stuff of right-wing conspiracy theories about cover-ups and stand-downs. Some pundits are salivating that the film might achieve what years of Republican inquests have not: "The movie Hillary Clinton should be very, very worried about," trumpeted The New York Post. Even some folks involved with the film expect it to cause discomfort for some viewers: "It ain't gonna change everybody's view," says Tiegen. "But for people who don't know anything about [Benghazi], I guarantee they're gonna come out of it with a bunch of questions." For Bay, who has assiduously avoided any political stance deeper than anti-Decepticon and pro-midriff, it seems a surprisingly divisive topic to wade into. "Apparently, his mother told him not to do the movie," says Stoff. "I believe her words were 'What do you need that headache for?'"

Bay grew up in Los Angeles, the adopted son of an accountant and a child psychologist. He went to private school in Santa Monica, then studied film at East Coast liberal stronghold Wesleyan, yet somehow transcended these coastal-elitist roots to tap directly into the arteries of Main Street America. His patriotic tendencies were apparent even as a young commercial director, when he made ads for Coca-Cola, Levi's, Budweiser, milk – pretty much the most American stuff imaginable. "I've always tried to be a true American," Bay says today. "But 13 Hours is not a rah-rah America story. Quite the opposite." 

Bay says the main point of the movie is to honor the heroism of the guys, and he does. But in 2015, it's also impossible to make a Benghazi movie that isn't, by its very nature, politicized – at the very least adding fuel to a right-wing cause, even if it doesn't explicitly share their conclusions. Hillary haters will probably be disappointed; neither she nor any other senior official is blamed, either by name or otherwise. But the film does allege several institutional failures, from a lack of sufficient security resources on the ground to the military's failure to send assets (fighter jets, gunships) to help – despite official findings that none were available.

In making the movie, Bay had access to "way more than an investigative reporter. I want to believe everything the government tells us. But not everything adds up." I ask if he believes there was a cover-up. "Some of the talking points are fishy," he says, "but I don't want to get into that. But we give you flight times. We give you mileage. They wanted F-16s there, anything making noise. Libya is not far [from Europe] – it's like flying from L.A. to San Francisco. We are the strongest country in the world, and we could have acted better that night." 

The most contentious part of the movie will probably be the inclusion of a so-called "stand down" order on the ground. According to the CIA contractors, who were stationed at an annex about a mile from the compound, after the attack they tried to go help but were ordered to wait by the "chickenshit" CIA base chief, before saying "screw it" and going on their own. Multiple government investigations, including by both the House and Senate Intelligence committees, found that no "stand down" order was given; instead, the base chief prudently had them wait while he arranged sufficient backup. Nevertheless, "stand down" is in the movie.

"I trust every Senate report," Bay says, grinning. "But this is a story about these guys – I'm going with what they say. In my heart, I believe this happened. If you know these operators, lying is not in their DNA." (But for the record, Bay says, "If I were [the base chief], I would do the same thing.")

Between his anti-diplomacy, pro-bomb-dropping cinematic worldview and the fact that he can't seem to go a single reel without featuring a shot of the American flag fluttering in the breeze, Bay has earned a reputation as something of a conservative filmmaker. "You'll want to stay away from politics," he cautions. "I'll never talk about my politics." That said, he adds quickly, his films are "not conservative. I grew up in a Democratic household, all right? But I stay away from politics because I think a lot of the world resents Hollywood talking about politics – the normal mom-and-pops."

Michael Bay; Transformers
Michael Bay with Mark Wahlberg on the set of 'Transformers: Age of Extinction,' 2014. Andrew Cooper/Paramount Pictures/Everett

When Bay is in Miami, he works in his home's east wing, in a second-floor office with Transformers posters on the wall and a director's chair in the corner. On his desk are eight computer monitors mounted in a semicircle; it looks like the kind of place that could launch a drone strike. Two of them are connected to phone lines, so Bay can video-chat with his editors in L.A.; several others are connected to various editors' computer screens, so Bay can watch what they're doing in real time.

Between his producing duties and directorial work, Bay usually has a half-dozen projects going at once. Right now, in addition to 13 Hours, he's doing post-production on the next Teenage Mutant Ninja Turtles, which he's producing and which is due in 2016, and pre-production for the next Transformers, which he's directing for summer 2017. "I'm doing Transformers ... 5, is it?" Bay says, temporarily losing track. He shakes his head. "I've taken on a lot of work."

Bay picks up one of his landlines and calls his office in Santa Monica. "Hey, I gotta talk to ILM. Can you have 'em hook up?" Industrial Light & Magic, the visual-effects company, is where Bay had his first summer job, filing storyboards for Raiders of the Lost Ark when he was 15. Now he's one of the company's biggest clients. While he waits, he drops onto his stomach on the carpet to demonstrate how he likes to do color timing. "I like to get up close," he says, inching toward the monitor. The ILM guys appear onscreen. "Hey, Michael?" one says into the camera. "Are you crawling around on the floor?" 

Bay turns around. "Oh, hey." He stands up. "So, what do we got?"

They start with Ninja Turtles animation. Pablo Helman, a visual-effects supervisor who worked on the Star Wars prequels, appears onscreen and shows Bay the latest version of Krang, a new-to-the-movies villain who is, essentially, a disembodied brain inside a giant robot. "So we've eliminated the tentacles," Helman explains. "Is it too monster-ish?"

"He could have some tentacles," says Bay. "I just don't want them coming out of the side. He looks like a stupid octopus." 

They show him a clip of two other new characters, a mutant warthog and a mutant rhinoceros named Bebop and Rocksteady. "You gotta adjust that mass," Bay says. "That mass is not too good yet." He watches a few more times. "Is our rhino dude's head big enough, do you think?"

"We could make it bigger," Helman says. The ILM guys write it down. 

Next is 13 Hours. Bay has seen these effects already, so he goes quickly: a shot of a charred photograph fluttering over an explosion; a squirt of blood from a leg. Then he sees an effect that didn't need fixing. "Guys – come on! Who turned this shit over? It's fine the way it is! Seriously, that's just wasting money. That's five grand we could have gone out to drinks or dinner with." ("People don't understand," says Stoff, "but he's one of the most fiscally responsible directors there is.") 

Finally, there's Transformers. They show Bay an underwater rendering of a crash-landed alien spaceship, then a new dump-truck Transformer with a cloak. Neither are up to snuff. "Boy, I've got a lot of work to do," Bay says, shaking his head. "I better finish this fucking 13 Hours movie." He thanks ILM and kills the video link, then turns to me. "It's not good when I'm not involved." 

"The movie industry has really changed," Bay says, apropos of nothing. "The middle-[budget] movie is basically gone. They just want these big movies." (The irony of this statement goes unremarked-upon.) "Transformers, I still have a great time. It's fun to do a movie that 100 million people will see. But this is the last one. I have to pass the reins to someone else." 

I remind Bay that he said the same thing before each of the last two Transformers movies. "I know," he says. "J.J. [Abrams] told me, 'You're the only guy that could do this.' But it's time to move on. One more."

Bay has a few genres he'd like to try: a thriller, a quirky comedy, "maybe a historical thing." (Not the Civil War, though: "I've never seen an interesting Civil War story.") He's producing a reality show about a modern-day treasure hunter, and he's got another project in the works he's very excited about. "We're prepping an IMAX documentary on elephant poaching," Bay says. "It's disgusting what's going on. At the current kill rate, elephants have about 10 years left."

Bay walks me out to my car. "You saw bad stuff today," he says. "Bad stuff. That Ninja Turtles stuff has a long way to go." He's quiet for a second. "But I guarantee you that that rhino's head is too small."

One afternoon a few days later, Bay walks into Soho Beach House, the Miami branch of the members-only club with outposts in Hollywood and London. Bay is a member, but he forgot his card, so he has to stop at the front desk for a pass. "And what's your name?" asks the intimidatingly pretty receptionist, who wouldn't look out of place being objectified in a Michael Bay film. 

"It's Michael Bay?" Bay says. 

"And your last name?"

"Um, B-A-Y," Bay mumbles. 

Michael Bay
Michael Lewis/The NY Times/Redux

Watching the scene unfold, I'm reminded of the second half of Megan Fox's famous quote, which got much less attention than the first half. "When you get him away from set and he's not in director mode, I kind of really enjoy his personality," she said. "[He's] so hopelessly awkward. He has no social skills at all. And it's endearing to watch him. He's vulnerable and fragile in real life."

"I can sometimes be a shy guy," agrees Bay when we're seated. "At dinner I'm reserved, but when I'm on the set, I'm not. It's weird."  

When he's not working, Bay lives the life of a fiftysomething Miami bachelor. He works out, rides WaveRunners, plays paddleball on the beach with friends. ("We're pretty good," he says. "Sometimes we can get up to 50.") Occasionally, he'll go for a night out at a South Beach club where he's friends with the owner. But it's usually just a beer or two, and then back home.

Spend a little time talking to Bay, and it's not hard to sense that he'd like to settle down. "I definitely, in the near future, want a kid," he says. "I've been close many times. We'll see." Bay was in a longtime relationship with a former Playboy centerfold and has a reputation as a Hollywood tomcat, but he hasn't been publicly connected to anyone in some time. I ask if there's a lady to go along with this kid. "I'd best refrain from answering those questions," he says, smiling. "I don't know. We'll see how it works." 

When it comes to his filmmaking legacy, Bay insists he hasn't given it much thought. "I think that's such an arrogant word," he says. "Your legacy. Give me a break." Still, of the six highest-grossing directors in U.S. box-office history – Spielberg, Bay, Peter Jackson, Robert Zemeckis, James Cameron and Ron Howard – all have best-directing Oscars, except for Bay. Doesn't he want one?

"Well, wouldn't you love everything?" Bay says, laughing. "Wouldn't you love it if 100 million people saw your movie? Wouldn't you love a statue? Wouldn't you love if everyone was nice to you? But life is not that. I'm not losing sleep over it. You reach a point in your life when you're comfortable with who you are and you don't need to prove anything to anybody. Do what makes you happy."

Of course, it's easier to not care about statues when you're sitting on an ungodly shitpile of money. Bay owns a $50 million Gulfstream G550 jet, as well as a Bentley, a Range Rover, an Escalade, a Ferrari, a Lamborghini and two Camaros from the Transformers franchise. He's selling most of the sports cars, though: "There's nowhere to drive fast here. And I Uber too many places.") I ask him how much he's worth. "I'd say about half," he says. "Half a 'B.'" He admits that's a lot. "But you save up your money and you give it away. That's what I'm going to do. I'll probably do a very large wildlife-protection fund – something with Africa and big game." I ask how much he'll give. "All of it," he says. "Not yet. One day."

Bay tells the story of his maternal grandfather, Jack Kearns. “He grew up during the Great Depression,” he says. “He made a little money selling boiler parts for industrial laundry machines, and he saved every nickel. We would go eat dinner at his house, and he would take the salad dressing he didn’t eat and pour it back in the bottle.” It was Kearns who gave Bay some of his most treasured advice, advice that has served him very well: The only way to make money, he said, is to sell to Middle America. 

Kearns also gave Bay some other advice. "He always said, 'You'll never make it in film, Mike,'" Bay recalls, laughing. "'And when you're done, you'll come join the laundry business.'" 

From The Archives Issue 1252: January 14, 2016
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