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Pearl Harbor is still considered one of the most beloved romance/ war movies of our time. Based on real historical events, the sweeping drama directed by Michael Bay follows childhood friends Rafe McCawley (Ben Affleck) and Danny Walker (Josh Hartnett), who both entered World War II as pilots. Rafe leaves home early to fight alongside England’s Royal Air Force whIle Danny remains home, taking comfort in the arms of Rafe’s girlfriend, Evelyn (Kate Beckinsale).

A love triangle ensues and gets even more intense when the trio meets up in Hawaii just before the 1941 attack on Pearl Harbor.

The movie was nominated for four Academy Awards, but Bay was always skeptical about Beckinsale’s casting as Evelyn. In fact, the actor says the director didn’t think she was “attractive” enough for the role.

Kate Beckinsale wearing black tulle and smiling
Kate Beckinsale | Dia Dipasupil/Getty Images

Kate Beckinsale is amused by the love triangle in ‘Pearl Harbor’

Though Pearl Harbor was a massive hit at the box office and was nominated for countless awards, it was absolutely panned by critics. Since its based on such a pivotal time in American history, critics could not get past the romance at the center. Also, the two-and-a-half-hour long runtime was excessive. Furthermore, the screenplay and dialogue, pacing, performances, and historical inaccuracies left a lot to be desired.

Still, the romance, which included a nurse falling in love with two first lieutenants who just happened to be best friends, had people flocking to the theaters.

“There are worse love triangles to be in, for sure,” Beckinsale told Yahoo Entertainment in 2016.

Kate Beckinsale was alarmed by the intense diets and exercise regimes the actors had to adhere to for ‘Pearl Harbor’

While Beckinsale remembers the movie and her co-stars fondly, she was alarmed by the massive scale of the production when she first arrived on set. She also wasn’t prepared for the intense diet and fitness regime that she was asked to stick to.

Since she was portraying a 1940’s nurse it didn’t make a ton of sense to her. “I’d never seen a movie on that scale before and I really wasn’t prepared for it,” she said of the $140 million movie. “There were four units going at once, there were diet plans and exercise regimens that [were] really punishing. [They] really baffled me because I couldn’t understand why a ’40s nurse needed to work out that much. It was just a whole different situation.”

The Underworld star says she’s grateful that Affleck was there to teach her the ropes. “I was so lucky because Ben had had a lot of experience in that department,” she explained. “He’d go, ‘Don’t worry, they’ve got me on the same diet.’”

Kate Beckinsale says Michael Bay didn’t think she was attractive enough to star in ‘Pearl Harbor’

Another thing that stands out to Beckinsale 20 years after Pearl Harbor debuted was that Bay didn’t think she was attractive enough to star in the movie.

“I think he was very alarmed because I wasn’t blond and my boobs weren’t bigger than my head; I didn’t make sense to him as an attractive woman,” the English actor explained.

Thankfully, the Serendipity actor didn’t take Bay’s opinions about her appearance personally. “So there was a lot of panic and concern over ‘how on earth are we gonna make her attractive?’ You’d think you’d take that really personally, but I sort of managed not to. It’s so extreme I kind of didn’t,” she said.