The Films of Michael Bay: Worst to Best

Michael Bay is one of the most divisive directors working in Hollywood. Critics hate many of his films but audiences generally like them. Two of his films have made over a billion dollars and for good and ill most of his films are memorable.

Bay’s films are marked by his kinetic camera movements, bright cinematography, and quick cut editing. His visual style makes Bay’s work some of the recognizable in mainstream cinema and whether you like it or not he has had a huge impact on modern action cinema.

Bay has so far directed 13 films so let’s look at them from worst to best.

13. Pain & Gain (2013)

Pain & Gain was Michael Bay’s passion project, a film he finally got to make after agreeing to direct a fourth Transformers film. It was a film that was meant to be a window into Bay’s soul and what we saw was a toxic whirlpool of hatred. Pain & Gain was a dark comedy about the Sun Gym Gang in Miami, a group of bodybuilders who kidnapped, tortured, and murdered their way to wealth. Pain & Gain is a standard criminal rise and fall narrative but what separates it is the cruel, sadistic edge.

Pain and Gain was a violent, mean-spirited film starring characters with no redeeming features and relished on the violence. This type of film could have worked if made by The Coen Brothers or Quentin Tarantino who can make reprehensible characters endearing but Bay does not have that skill set. Family members of the Sun Gym Gang victims were particularly hostile to the film because it portrayed the victims as people who got what they deserved.

Pain &Gain was not without virtue. It was made on a budget ranging between $25 million to $35 million and Bay made it look like it cost more. Plus it featured the talents of Mark Wahlberg and The Rock. But this surface level flash can’t hide the film’s bitter nature. All pain, no gain.

12. Pearl Harbor (2001)

Another film in Bay’s filmography based on historical events was Pearl Harbor. This 2001 movie is considered one of the worst war films ever made, having a 25% rating on Rotten Tomatoes. It is hated by people who have any sort of interest in history. Reviews at the time declared Pearl Harbor as “trying a squeeze a two-hour film into three” and “the Japanese bombing interfering with an American love triangle.”

Pearl Harbor follows two friends who become pilots in the US Air Force just before the United States enter the Second World War. They also fall for the same woman just as they all get stationed in Hawaii at that fateful date in 1941.

Pearl Harbor was an attempt by Michael Bay and his long-time producer Jerry Bruckheimer to make a prestige picture after having success with action blockbusters. They won an Oscar for sound mixing.

Pearl Harbor was written by Randall Wallace who shows the same respect to history as he did with Braveheart. Moments that ticked off historians are those showing the Japanese bombing the hospital despite the Japanese pilots being under orders not to attack civilians, two fictional characters replaced the real pilots who fought the Japanese during the bombing. It also showed a US Air Force pilot being sent to fight with the RAF during the Battle of Britain and showing the main characters being a part of the Doolittle Raid despite them being fighter pilots, not bomber pilots. As an Englishman, a particularly irksome moment was when Ben Affleck’s commanding officer in the RAF said he wished he had more pilots like him, ignoring that lots of pilots were fighting and dying.

Pearl Harbor does have one saving grace – the bombing sequence. It was a well-crafted piece of action cinema as it showed the destruction and chaos of that fateful day.

11. Transformers: Revenge of the Fallen (2009)

After the success of the first Transformers film a sequel was quickly greenlit. All the problems of the first film were amplified. The film was written during the 2008 Writers’ Strike which meant Bay had to finish the script himself. It meant that all the issues with the film can all be laid at Bay’s feet.

Bay had no restraint when making Transformers: Revenge of the Fallen and it showed. He gave into his worst instinct which meant that a film that was aimed at kids had scenes like two dogs humping, an upskirt shot involving Isabel Lucas, a farting Transformers, Sam’s mum eating a pot brownie, John Turturro teabagging the audience and college girls fawning over Rainn Wilson. The film introduced two of the worst characters in blockbuster history: Skids and Mudflap. They were bickering twin robots that were racist stereotypes and the audience had to spend most of the film with them instead of Transformers that they actually liked. I wanted to cheer when I though Mudflap was killed and cry in despair when he lived.

The film ran for 150 minutes despite telling a simple story – a big bad robot wants to harvest the sun. It was filled with plot inconsistencies, the worst being the US government was able to cover up the battle between the Autobots and Decepticons despite there being civilian deaths, millions of dollars of properties damage and thousands of eyewitnesses. The film was so bad that Bay and star Shia LaBeouf apologized for it.

Transformers: Revenge of the Fallen does have one awesome moment: the forest fight. Optimus Prime had to fight off three Decepticons whilst protecting Sam and gets to utter the line ‘you will never stop at one, I’ll take you all on.’

10. Transformers: The Last Knight (2017)

Transformers: The Last Knight was the most recent Transformers film directed by Bay. It is considered to be the film in the franchise to underperform, making $605 million at the box-office. Out of all the films in the Bay filmography this is the film that seemed like he made out of obligation – the action was pedestrian by Bay standards. The Last Knight repeats the structure and storyline of Revenge of the Fallen. Both films were treasure hunt stories where the characters have to find ancient artefacts to stop the destruction of Earth. The Last Knight also makes the same mistakes that Revenge of the Fallen made. Both films got sidetracked by pointless subplots that went nowhere and introduced characters who had no bearing on the plot. Like Revenge of the Fallen The Last Knight featured few Transformers and fan favorite Optimus Prime sidelined for most of the films.

9. Bad Boys II (2003)

Bad Boys II was the latest film Bay made with producer Jerry Bruckheimer, turning his fairly low budget debut into a $130 million spectacle. This was a film where Bay was unrestrained – he made a buddy cop film that was over two hours, twenty minutes long, had huge action sequences like a car chase where cars were thrown from the back of a truck, hummers smashing through a shanty town and a finale on a minefield. It was excessive and some see it as Bay’s nihilistic masterpiece.

The action was excellent, at times it played like it was Michael Mann’s Heat on cocaine. The sequel had a better villain in the form of Hector Tapia because he actually had a personality. As always Will Smith was a welcome presence. Where the film fails was its humor: it was filled with unfunny segments like people in an electronic store thing the main characters were gay, Martin Lawrence acting like he took ecstasy, and Martin Lawrence and Joe Pantoliano having to do breathing exercises. Like Pain & Gain there was a nasty streak in Bad Boys II. Martin Lawrence had to suffer constant humiliation, Will Smith ogling a dead lady’s breasts and a body getting decapitated during the middle of a car chase.

A great side-effect of Bad Boys II was it was referenced a lot in Hot Fuzz.

8. Bad Boys (1995)

Bad Boys was Michael Bay’s first feature film. It was made on a $19 million budget and was considered a risk because it starred two TV stars. It was the film that started Will Smith’s career as a movie star.

Bad Boys was a standard buddy cop movie, not much different to Lethal Weapon and 48 Hours and had a solid enough premise – a corrupt ex-cop being able to steal millions of dollars worth of drugs from the Miami Police Department. What made it work was the chemistry between Will Smith and Martin Lawrence and Bay making the film looked a lot more expensive than it really was. Bay was so committed to the film that he invested $25,000 of his own money to film the final action scene.

7. 13 Hours: The Secret Soldiers of Benghazi (2016)

13 Hours: The Secret Soldiers of Benghazi was the most recent historical film in Bay’s filmography and the most respectful portrayal of history. This film was about the siege of American diplomatic outpost in Benghazi and it piggybacking on a recent trend of military films (i.e. Lone Survivor and American Sniper) that appealed to middle-America audiences.

The fear of 13 Hours: The Secret Soldiers of Benghazi would be Bay going completely right-wing and a vocal minority believed it would be a critique on Hilary Clinton. Instead Bay treated the story with respect and a fairly neutral viewpoint. It focused on the people on the ground as they tried to defend themselves. Because of this the film had none of Bay’s humor was present and there was only one stylized action shot. It was Bay’s Black Hawk Down.

On a side note, 13 Hours starred John Krasinski who directed the critically acclaimed horror film A Quiet Place. Bay’s production company made the film and Bay was one of the producers.

6. Transformers: Age of Extinction (2014)

Following Transformers: Dark of the Moon it seemed like Bay was done with the series. But Paramount was able to bring Bay back by letting him make Pain & GainTransformers: Age of Extinction was a soft reboot to the series, seeing a new cast of human characters and a redesign of the Transformers.

Transformers: Age of Extinction made $1.10 billion worldwide but it was one of the most critically reviled films in the franchise. Transformers: Age of Extinction does have its issues, it is too long, needlessly complicated and has Bay’s obsession with sex – in this film a character carries around a laminated copy of a fictional Texan Romeo and Juliet law. But there are also improvements – Bay and writer Ethan Kruger cull the cast of Autobots down to five and gave them distinctive looks and personalities. This film has some of the best villains in the franchise in the form of Lockdown and Kelsey Grammer’s Harold Attinger. There was plenty of action that appealed to my inner 10-year-old, including the fight between Optimus Prime and Grimlock.

5. Transformers: Dark of the Moon (2011)

Transformers: Dark of the Moon was the third film in the Transformers series and some people have argued it was the best in the series. After Transformers: Revenge of the Fallen was panned by fans and critics – Michael Bay and star Shia LaBeouf apologized for it and promised to learn from their mistake. Bay used this marketing technique for subsequent Transformers films.

Like Transformers: Age of Extinction the third Transformers film does some important things – it makes more Autobots recognizable and toned down Bay’s style of humor. The departure of Leo and the Twins was just a relief. Bay shot the film during the middle of the 3D boom of the early 2010s and Transformers: Dark of the Moon had some of the best 3D effects after Avatar. It also meant Bay had to restrict his rabid camera movements and quick editing because of the 3D cameras he had to use.

Transformers: Dark of the Moon had one of the best climaxes in the series, the Battle of Chicago and Leonard Nimoy played the main villain, being one of the best voice performers in the series. Bay cast Francis McDormand and John Malkovich to do some of the acting heavy lifting.

4. The Island (2005)

The Island was the first film Bay with DreamWorks Pictures, breaking his long-standing relationship with Jerry Bruckheimer. It is also the only blockbuster in Bay’s filmography which was a box-office flop, which is a shame because it was a solid sci-fi film.

Set in the year 2019 The Island focuses on Lincoln Six Echo (Ewan McGregor) and Jordan Two Delta (Scarlett Johansson), two people who live in a base where the inhabitants believed they survived the near extinction of the human race. A few people get selected to move to the fabled Island, a disease-free paradise. However, this was a lie to keep the people under control. The reality is they are clones of the rich and the elite and when they are selected their organs are harvested. Lincoln and Jordan escape the base and find the original people and discover that the world hasn’t gone to hell.

Bay toned down his worst instinct, there wasn’t much humor in the film and the camera shots were held for longer. The story was similar to films like THX-1138 and Run Logan, films that focused on characters living in underground societies and discover a deep dark society. The Island was met with controversy because it infringed on the copyright of the 1979 B-movie Parts: The Clonus Horror. The premise was also used in Kazuo Ishiguro’s award-winning novel Never Let Me Go which published in the same year.

3. Transformers (2007)

The 2007 version of Transformers was the first film in the live action franchise and the film with the highest Rotten Tomatoes and IMDB scores until the release of Bumblebee. This was second film Bay made with Steven Spielberg producing and his presence was felt. Spielberg recommended that the focus of Transformers should be a boy and his car and many of Bay’s of sexual and racial humor was tempered by some memorable action sequences and special effects that still hold up today.

Bay does handle the appearance of the Transformers with reverence, giving the film a sense of awe. This was clearly the case when Blackout attacked the US military and when the Autobots arrive on Earth. Steve Jablonsky’s score makes for great easy listening.

2. Armageddon (1998)

Armageddon is a film I have a lot of nostalgic feeling towards – it was the first Bay film I saw and was the first DVD I ever brought.  Armageddon was one of two films released in 1998 that looked at asteroids heading towards Earth. Armageddon was the more action-orientated film that was filled with city destruction, spacecraft getting destroyed and the space station Mir blew up. It pleased my tiny 13-year-old mind.

The film has some groundbreaking special effects, especially the destruction of New York and a lot of talented people working in front of and behind the camera. It was a film that gave Liv Tyler and Michael Clarke Duncan early roles, gave indie actors Ben Affleck, Billy Bob Thornton and Steve Buscemi blockbuster roles and was an early screenwriting credit for J.J. Abrams.

Armageddon saw more famous Bay tropes appear. This was a film that honored blue-collar American workers, making them the heroes, filled with American patriotism and unfortunately, his style of humor. When Ben Affleck pointed out that it would be easier to train astronauts to use the drilling equipment instead of training oil drillers to be astronauts Bay had a simple response: ‘shut up.’

Armageddon is a big block of American cheese and that’s why a lot of people love it.

1. The Rock (1996)

The Rock is often considered Bay’s best film and there is a good reason why – it is the only film that has a positive Rotten Tomatoes score and a big fan base. It’s both a quintessential ’90s action film and Jerry Bruckheimer production.

The premise of The Rock was simple, a group of rogue special forces soldiers still VX gas from the American government and threatens to fire the weapons on San Francisco if they are not paid $100 million. To infiltrate their base of operation on Alcatraz the US government turn to the only man to escape the prison, British MI6 agent John Mason (Sean Connery).

As expected from a Bay film The Rock had impressive action sequences and because of the use of Special Forces allowed Bay to showcase military combat. There was a fair amount of tension, especially during the scene when the Navy Seals faced off against the rogue Special Forces and the green smoke scene is so iconic that Call of Duty: Modern Warfare 2 copied the scene.

The Rock also showcased some of Bay’s favorite tropes – his adulation for the military, his disdain for bureaucrats and a love for conspiracy theories.

The Rock had an excellent cast. It gave Nicolas Cage his first blockbuster role, featured the talents of John Spencer (The West Wing), Michael Biehn and the aforementioned former Bond actor. Best of all was Ed Harris as Frank Hummel whose character was portrayed in a sympathetic light despite threatening to gas a major American city.

The Rock is the only Bay film to be a part of the Criterion Collection.


Kieran Freemantle
Kieran Freemantle
I am a film critic/writer based in the UK, writing for Entertainment Fuse, Rock n Reel Reviews, UK Film Review and Meniscus Sunrise. I have worked on film shoots. I support West Ham and Bath Rugby. Follow me on Twitter @FreemantleUK.