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Originally, Disney was set to produce the movie with SNL alums Jon Lovitz and Dana Carvey in the lead roles. But after Disney passed on the movie, Columbia Pictures took over and cast Will Smith and Martin Lawrence instead. Director Michael Bay specifically pushed for Smith to be in the movie; he saw potential in Smith to be a major Hollywood star (prior to Bad Boys, Smith was best known for Fresh Prince of Bel-Air).

Bay discussed the pushback he received from his own crew. As a first-time feature director, Bay was told by many people what he could and couldn’t do on a film set; take, for example, the shot of the Miami sign at the airport, near the beginning of the movie. The sign doesn’t actually exist; it’s a three-foot miniature that Bay filmed with a low-angle shot directly underneath the planes that were taking off and landing. Was it dangerous? Definitely. But Bay justified it to everyone on set by exclaiming, “It’s gonna be bitching!”

After a test screening of the film’s first cut, Bay went back and added four scenes during reshoots, most notably this attempted carjacking of Mike and Marcus, which opened the film. The Porsche that they’re driving is Bay’s personal car.

There are 12 F-Bombs in the opening carjacking scene. There were originally 18, but after Bay showed an early cut of the film to his mother, she convinced him to take the language down a notch.

Bay has a fast-paced editing style in all his action movies. But in Bad Boys, the editing was rapid for practical reasons as well: to hide how cheaps the sets were. Bay singled out the heroin heist at the beginning as an example; notice how the entire scene also takes place in the dark, which allows for additional camouflage.

The car stunt, in which the police decoy was shot out the back of the criminals’ truck, was accomplished with practical effects. A stuntman took the fall while the truck was going at 25-30 miles per hour. He only had a plank of plywood to cushion his fall before landing on the concrete.

Bay notes that they cast for Marcus’s son based on his ears; actor Martin Lawrence has notably large ears, which he frequently goofed on in his sitcom “Martin,” which ran from 1992-1997.

We’re reintroduced to Marcus in his home, where he’s having breakfast with his family. There is a deleted, juxtaposing scene where Mike wakes up with twins in his bed.

The gym scene was originally going to feature Mike and his informant front and center. But Martin Lawrence, who was only supposed to be doing background stuff, was improvising so well that his character became the focal point of the scene.

The corpse is the movie’s line producer, who Bay frequently argued with on set. “He looks better like this than he did as a line producer,” Bay cracked on the commentary.

In the car ride after seeing the corpse, Will Smith calls Martin Lawrence a b****, which Lawrence didn’t like; he told Bay that he wanted to punch Smith. So Bay secretly prodded Smith to do it more. This led to the improvisation near the end of the scene, where they start talking about “two b****es in the sea” and singing “Bad Boys” by Inner Circle.

The entire scene where Tea Leoni’s character questions if Marcus is gay was ad-libbed. Again, Bay instructed Tea to spring the question on Lawrence to elicit a real reaction, since he knew the question would be one of Lawrence’s “triggers.”

The entire bologna dialogue between Julie and Marcus was also improvised, as was the phone conversation the following morning, when Smith teased Lawrence by pretending to flirt with his wife. Writing and rewriting the dialogue was a common occurrence on set; Bay recalls sitting in his trailer with Smith and Lawrence, making things up on the day they were set to shoot a scene. Bay took special note of Tea’s ability to improvise with her comedian co-stars on set.

Part of working on a budget is the ability to improvise. This particular shot was accomplished by attaching a camera to a skateboard, and pushing it between the women’s legs.

During the club scene where Marcus breaks the fish tank, Bay recalled being very concerned about the fish. An animal lover, Bay had his crew on standby, ready to save the fish as soon as the scene cut.

During the scene where Marcus sticks the goon’s head in the urinal, Bay used Gatorade and Coca-Cola instead of urine.

If you look closely, you can see that there are cables anchoring down the car’s parts when it explodes. It’s a safety precaution for the set crew; Bay lamented that he didn’t have the budget to edit out the cables for the final cut of the film

Bay, Lawrence, and Smith spent time brainstorming funny-sounding candies for the convenience store scene. Smith insisted they go with “Bubblelicious.”

Both Will Smith and Michael Bay cite this scene, of Mike running through the streets with his shirt open, as Smith’s movie star-making moment.

For the final fight scene, Bay didn’t have the money to film one of his signature massive explosions–the one which launched the goon mid-air and set all the money on fire. After threatening to quit when the studio pushed back, Bay paid for the explosion out of his own pocket; he also paid the crew overtime to get it on film. It cost Bay $25,000, which the studio reimbursed after the movie made a profit.

The reason why this shot is so tight is because the Shelby Cobra was damaged during the prior scene, when it was launched out of the back of the truck. Bay used a close-up to hide the damage, until he could get a new Cobra to film the final chase.

Will Smith was hesitant to say “I love you” to Martin Lawrence in the final scene. Bay spent 90 minutes trying to talk Smith into it, and he eventually threw up his hands and told Smith to do whatever he wanted, because the sun was setting in 15 minutes; if they waited any longer, they wouldn’t have an ending to the movie. Smith ended up saying the line, and not a moment too soon. The reason why there’s so little editing and so few angles in the final scene is because there wasn’t time to set up more takes. Mother Nature waits for no one–not even Michael Bay.