With his mega-budgeted 2001 epic Pearl Harbor, director Michael Bay set out to bring to life the 1941 bombing of a U.S. naval base by Japanese forces – although it’s a good old-fashioned Hollywood romance involving some very pretty Hollywood actors.

For the three central roles of the two lieutenants and the nurse they all fall in love with, Bay plays Ben Affleck, Josh Hartnett and Kate Beckinsale.

“Of course, there are worse love triangles,” Beckinsale said with a laugh in a 2016 character recall interview with Yahoo Entertainment (see above, Pearl Harbor segment, Tuesday at 20, starting at 1:27).

However, Bay was reportedly reluctant to take on the role of Beckinsale, the British actress who has been critically acclaimed for art-house films like “Cold Comfort Farm” (1995) and “Emma” (1996).

“I think he was very alarmed because I’m not a blonde, my breasts are no bigger than my head and I didn’t make any sense to him as an attractive woman,” said Beckinsale, whose Transformers films earned a reputation in our 2016 interview introducing Megan Fox, Rosie Huntington-Whiteley and Nicola Peltz, among other actresses.

“So there’s a lot of fear and concern about ‘How the hell are we going to make her attractive?’ There’s a lot of panic and concern? You would think you would take it very personally, but I kind of managed not to do that. It’s so extreme, I almost didn’t.”

Jerry Bruckheimer, Kate Beckinsale, Josh Hartnett and Michael Bay. (Photo: Jeremy Bembaron/Sygma/Sygma via Getty Images)
Jerry Bruckheimer, Kate Beckinsale, Josh Hartnett, and Michael Bay. (Photo: Jeremy Bembaron/Sygma/Sygma via Getty Images)
At the same time, Beckinsale had a hard time understanding some other aspects of the $140 million war movie.

“I’ve never seen a movie on this scale before, and I really wasn’t prepared for it,” she said. “There were four units going at the same time, and the diet plan and workout regimen were [very] punishing. [They] really confused me because I didn’t understand why a nurse in her 40s needed to work out so much. It’s just a completely different situation.

“But I was lucky because Ben had a lot of experience in that department. He would say, ‘Don’t worry, they put me on the same diet.'”