British actress Kate Beckinsale scored her big Hollywood breakthrough 15 years ago in the blockbuster Pearl Harbor - but her less-than-fond memories of working with director Michael Bay live on to this day.

Bay, famed for directing brash blockbusters like Transformers and Bad Boys, was "baffled" by Beckinsale's looks, the actress revealed on The Graham Norton Show over the weekend.

"I don't think I fit the type of actress Michael Bay had met before," she said. "I think he was baffled by me because my boobs weren't bigger than my head and I wasn't blonde.

"I'd just had my daughter and had lost weight, but was told that if I got the part, I'd have to work out," she continued. "And I just didn't understand why a 1940s nurse would do that."


Beckinsale said that she continually felt sidelined by the director compared to her male co-stars, Ben Affleck and Josh Hartnett.

"When we were promoting the film, Michael was asked why he had chosen Ben and Josh, and he said, 'I have worked with Ben before and I love him, and Josh is so manly and a wonderful actor'," Beckinsale told Graham Norton.
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"Then, when he was asked about me, he'd say, 'Kate wasn't so attractive that she would alienate the female audience.' He kept saying it everywhere we went, and we went to a lot of places."

Following these comments from Beckinsale, Vanity Fair did a little digging and checked how it compared to interviews with Bay around the time Pearl Harbor came out. Sure enough, in a 2001 Movieline interview, Bay told a reporter about Beckinsale's average looks - and managed to throw Kate Winslet under the bus too:

"I didn't want someone who was too beautiful. Women feel disturbed when they see someone's too pretty," Bay said.

Director Michael Bay and producer Jerry Bruckheimer of blockbuster movie Pearl Harbor.
Director Michael Bay and producer Jerry Bruckheimer of blockbuster movie Pearl Harbor.

"I'm not saying Kate's not pretty. When you look at Titanic, Kate Winslet is pretty, but not overwhelmingly beautiful. That makes it work better for women. Our Kate is very funny, could hang with the guys. She's not so neurotic about everything, like some actresses. She was solid and I think the three of them had some really nice chemistry."

Beckinsale isn't the only leading lady to report difficulty working with Bay - Transformers star Megan Fox had a years-long public feud with the director, who she'd dubbed "Napoleon" and "Hitler".