The scene that shows the Japanese planes attacking the hospital caused a great uproar, both in Japan and among Pearl Harbor veterans, because it never happened. The Japanese pilots were under strict orders not to attack civilian targets. Survivors note that even when the Japanese had a straight line of attack, they never attacked the hospital itself. Director Michael Bay said he added the scene to make the attack seem more barbaric.

When shooting the scene where Rafe (Ben Affleck) and Danny (Josh Hartnett) manage to get off the ground during the attack, and are chased by three Japanese Zeroes, one of the real planes clipped a palm tree and crashed. The pilot was dazed, but apart from a broken finger, he was unhurt.

The character portrayed by Cuba Gooding, Jr., Doris "Dorie" Miller, was the first African-American to be awarded the Navy Cross. He was later assigned to the escort carrier Liscome Bay. He was reported missing in action in November 1943, when it was torpedoed during the Battle of Makin Island.

The two Curtiss P-40 Warhawks, flown in the movie (by Danny and Rafe), are authentic World War II planes, and were on loan from the Warhawk Air Museum in Nampa, Idaho.

Japanese journalists were extremely offended by the fact that the Army is shown having meetings outside - meeting outside is considered to be uncivilized and barbaric in Japan.

According to Michael Fassbender, this was the first film he ever auditioned for. He went for one of the leads.

Ben Affleck's grandfather declined to see the film, explaining that he wasn't interested in reliving the war in any way, shape, or form.

For the scenes of the Japanese planes taking off, an American carrier was used. According to Michael Bay, this greatly offended some of the Pearl Harbor survivors, who felt it dishonored the dead. Bay, however, pointed out to them that they destroyed all of the Japanese carriers later in the war, so an American carrier had to be used. He says that when he pointed this out, they agreed to the use of the American carrier.

The fictional character of Thurman (Dan Aykroyd) represents an actual team of military code-breakers that deciphered Japanese transmissions a few days before the attack.

The total amount of money spent on production and promotion roughly equalled the amount of damage caused in the actual attack.

Earned a place in the "Guinness Book of World Records" for the movie with the most explosives used.

The film has four pure CGI shots: the bomb falling toward the U.S.S. Arizona, two shots of the Arizona exploding as it jumps up in the water, and the two Japanese Zeroes pitching down towards Battleship Row.

In the camera shots during the Doolittle Raid, where it appears the actors are actually flying the planes, they actually are. No CG was used. Alec Baldwin, Josh Hartnett, and Ben Affleck were all given basic flight training, so they could handle the planes. To get the various shots of the actors in the pilot's seat, the "real" pilot would simply pilot the plane to the desired destination, and then switch seats with the actor, who would take the controls while the camera crew moved alongside to get the shot. The actor and pilot would then switch seats again.

Jon Voight wore duplicates of the steel leg-braces that President Franklin D. Roosevelt had to wear. As a result, Voight suffered from bruising and chafing on his legs for weeks after finishing his work for the film.

To a certain extent, Rafe McCawley (Ben Affleck) is based on real fighter pilot Joe Foss, who had thirty-two confirmed kills during the War, and many more probables. McCawley's speech about the plane feeling like an extension of his body was taken almost verbatim from a conversation Michael Bay had with Foss.

The shots of the series of six explosions in Battleship Row were filmed by 14 cameras, and were actually staged on real Navy ships. While on a location scout above Pearl Harbor, Michael Bay looked down and saw a line of ships doing nothing. He learned that the ships were part of the inactive fleet, and so he decided to use them for the explosions. The charges were put on the real ships on plywood for protection, with 700 sticks of dynamite, 2,000 feet of cord, and 4,000 gallons of gasoline used. The six 600-foot ship explosions took a month and a half to rig (with 500 individual bombs on each boat). During the scene, over 100 extras were in the harbor, and six real planes had to fly past the ships. In total, the shots took seven months of coordination among every department on the film, the state of Hawaii, the Environmental Protection Agency, and the U.S. Navy to ensure everything went off without a hitch. In the end, the explosions themselves lasted only seven seconds, and comprised only 12 seconds of on-screen time.

While scouting locations for the film, the producers found that the modern city that most resembled 1942 Tokyo was Gary, Indiana. A team photographed that city from the air, and integrated the resulting footage into the film. For that reason, during the depiction of the Doolittle bombing raid on Tokyo, the planes are actually bombing Gary, Indiana.

Jerry Bruckheimer and Michael Bay agreed to give up $4 million in salary, in return for a cut of the box-office, to get the budget down. The film's stars also took a drop in salaries, in return for a cut of the box-office, for the same reason.

The film's premiere was held at Pearl Harbor, aboard the carrier U.S.S. John Stennis. Bleachers were set up on the flight deck, and the hangar bay was converted into a 1940s-style nightclub for the after party.

To simulate the U.S.S. Oklahoma capsizing, the crew constructed the world's largest-ever gimbal. It took Special Effects Supervisor John Frazier four months to design, and four more months for he and Production Designer Nigel Phelps to build. It was made of pure steel and weighed 700,000 pounds. It could rise 25 degrees into the air, and do a 180 degree barrel turn. In the film, as the Oklahoma rolls over, the back 450 feet is CGI, but the front portion is the real gimbal, with over 150 real stuntmen on it.

According to Michael Bay, he always wanted to make an R-rated movie, but the problem was that young children would not be able to see it, and he felt that they should. As such, when he was ordered by Disney to make a PG-13 movie, he didn't argue. As a compromise, he was allowed to release an R-rated Director's Cut on DVD later on.

Two of the nurse consultants for this film were stationed at Pearl Harbor during the actual attack; one in the Army, and the other in the Navy. Sara Entrikin was assigned to the clinic at Hickham, and Helen Entrikin at the Naval Clinic at Pearl. They were both invited out for the preview in Hawaii. During the fifty year reunion, they were the only surviving twins, and were extensively interviewed by CNN, ABC, CBS, et cetera.

During the briefing of the Doolittle Raid, the pilots' names are listed on the blackboard, including "Lawson". Ted Lawson flew the Doolittle Raid and wrote the book "Thirty Seconds Over Tokyo", made into the film (Thirty Seconds Over Tokyo (1944)) with Van Johnson portraying Lawson.

President Roosevelt's address to Congress is highly revised for the film. Two passages from his original speech remain intact: "Yesterday, December 7th 1941, a date which will live in infamy, the United States of America was suddenly and deliberately attacked by naval and air forces of the empire of Japan" and "No matter how long it may take us, to overcome this premeditated invasion, the American people in their righteous might, will win through to absolute victory." The rest is re-written, or added lines.

According to Michael Bay, after the film came out, he got a letter from Daniel Martínez, the world's foremost expert on Pearl Harbor, and the Director of the Pearl Harbor Museum. In the letter, Bay says that Martinez wrote, "You got the essence of what happened right."

Before shooting began in Pearl Harbor, a Hawaiian priest blessed the crew, a practice recommended by local custom for film crews shooting in Hawaii. The ceremony took place on the first day of principal photography and lasted over four hours, much to the chagrin of Michael Bay, who had been told it would only take about 15 to 20 minutes.

Jon Voight considers himself an expert on Franklin D. Roosevelt, and he petitioned Michael Bay to cast him in the role.

As of 2017, it's the only film directed by Michael Bay to ever win an Oscar (for Best Sound Editing).

Michael Bay became frustrated with Josh Hartnett's serious approach to acting, so much so that when he caught him smiling on film, he said "Send that smile to ILM and tell them to copy and paste it."

Michael Bay's favorite shot in the movie is the camera sweep over the U.S.S. Hornet (the aircraft carrier which transports the Doolittle raiders to Japan). He feels that this shot is a perfect example of how to blend CGI material and photorealistic material. According to Bay, only the ship and four of the planes are real - everything else is computer generated. When the camera pass was actually filmed, the ship was in port, next to a Holiday Inn.

The first scene of the film to be shot was the boxing match involving Dorie Miller (Cuba Gooding, Jr.), followed by the introduction of Admiral Kimmel (Colm Feore). In this scene, all the sailors in the background are real sailors in full uniform. They also played the extras in the boxing match scene.

Michael Bay's least favorite shot in the movie is the cutaway during the Doolittle Raid to the Japanese women turning and seeing the attack in the distance. On the DVD commentary, he admits he has no idea why this shot is in the movie or what he was trying to achieve in shooting it.

According to Michael Bay on his DVD commentary, after the film came out and the critics savaged the love story, he was deeply touched when he received hundreds of letters from people who felt the love story rang completely true for the tone of the film, and was an integral part of the atmosphere of the movie. Bay says that most of these letters came from older people, including many Pearl Harbor survivors.

The climactic attack scenes were shot at the same Mexican studios used in the filming of Titanic (1997).

Scenes of Tennessee farmland were shot in Somis, California, 54 miles from Los Angeles. For the look of Tennessee, corn was planted five months prior to shooting.

On his DVD commentary, Michael Bay argues that the heavily criticized first part of the film was very much designed to show the innocence and blasé attitude of Americans to the possibility of becoming embroiled in the "European war". He says that the reason this part of the film is so colorful and mirthful is because that's exactly what things were like back then - there was very much a sense of being untouchable, something which he says was emphasized time and again by the survivors to whom he spoke. Bay claims that many survivors say he got the pre-Pearl Harbor atmosphere perfect.

Two of the Japanese A6M2 "Zero" planes were made specifically for the movie at the "Strela" plant in Oranienburg, Russia, which specializes in restoring World War II planes.

The producers originally hoped to cast Matt Damon, Ben Affleck, and Gwyneth Paltrow together in the lead roles. However, Damon and Paltrow could not commit to the movie due to scheduling conflicts.

Alec Baldwin spent time in flight simulators at Fort Rucker, Alabama to prepare for his role, as well as attending Officer Boot Camp, and learning how to command a team of men in the field.

There is a persistent urban myth that a shot of Bruce Willis in full Die Hard (1988) gear was composited into the triage scene. The likeness is certainly very striking, but it is not Willis, it's a young extra.

Ashton Kutcher lost the role of Danny Walker to Josh Hartnett.

Visual Effects Supervisor Eric Brevig had to write an entirely new piece of software to create smoke plumes for the film, as the amount of smoke needed was not allowed to be shot for environmental reasons.

Only five injuries occurred throughout the entirety of the filming: a broken ankle, a sprained ankle, a broken collarbone, a cut head, and a broken finger suffered by a stunt pilot who crashed his plane after the wing clipped a palm tree.

The production budget, $140 million, was, at the time, the largest ever given to a movie before filming started.

The marketing for this film included teaser posters that incorporated Josh Hartnett, Ben Affleck, Kate Beckinsale, and Cuba Gooding, Jr. into 1940's-style war propaganda posters.

Ben Affleck originally turned down the role of Rafe McCawley.

The dogfight scenes with Rafe and Danny was based on real-life test pilot George Welch (who first flew the North American F86 prototype). He was the first to score an enemy kill, downing a Mitsubishi Zero.

Doolittle's dog is actually Mason, Michael Bay's bull mastiff.

During a 2012 "Hollywood Reporter" Directors' Roundtable, the group was asked about their weirdest or most interesting note or letter ever from a fan, and Ben Affleck told a story about getting a letter from someone in China that said "they were glad about 'what we did to the Japanese at Pearl Harbor', and I wasn't sure if they understood that it was a historical movie, or why they watched the movie."

On his DVD commentary, Michael Bay makes it very clear that he was not attempting to make a contemporary love story, but a 1940's love story, the type of story that could have been seen in films of the day. Bay claims that one of the reasons the love story plot was so derided by critics, and rejected by audiences was simply because they weren't able to look at it from this perspective, that they weren't able to adopt the sense of innocence and carefree attitude necessary to accept it. Ben Affleck also addresses this aspect of the story on his own commentary, especially in relation to the much maligned "champagne cork scene", pointing out that such a scene would be right at home in a 1940's romance film.

Prior to shooting the movie, as research, Michael Bay watched Midway (1976), Tora! Tora! Tora! (1970), Thirty Seconds Over Tokyo (1944), In Harm's Way (1965), The Memphis Belle: A Story of a Flying Fortress (1944), and numerous hours of combat footage.

The script was originally called "Tennessee", and was sold to Disney for approximately $2 million.

Filming was completed in 109 days, one day over schedule. Over the course of the shoot, 3,906 set-ups were filmed, around 39 set-ups a day. Over 300 hours of material was shot, with over 3,000 crew members.

Exterior shots of the battleship U.S.S. Texas were used to depict the U.S.S. Tennessee, U.S.S. Oklahoma, and U.S.S. West Virginia in the attack on Pearl Harbor. Interior scenes were also shot for use as the U.S.S. Hornet. The interior of the U.S.S. Lexington was also used for the U.S.S. Hornet.

Michael Bay quit the movie project four times, over various budgetary disputes.

When the planes fly by the kids on the hillside, only two of the planes are real, the rest are CGI.

The scene between Rafe McCawley and Evelyn Johnson at the Queen Mary was written by Michael Bay himself.

Michael Bay, who got his start by directing music videos, also directed the music video for "There You'll Be" by Faith Hill, from this movie's soundtrack.

Charlize Theron turned down the female lead, to star in Sweet November (2001).

Planes were flown over the disused Marine Corps Air Station Tustin base in Tustin, California, to be composited into the film. This caused some residents in Orange County to believe that a war was starting, and they were being attacked.

Ironically Ben Affleck, who plays a pilot, is afraid of flying.

Unlike Tora! Tora! Tora! (1970), real Mitsubishi Zero fighters were used. Three original Japanese aircraft were used, one operated by the Planes of Fame Museum (Chino, California), one from the Museum of Flying (Santa Monica, California), and the third from the Confederate Air Force. In Tora! Tora! Tora! (1970), the aircraft were all replicas constructed from World War II U.S. Army and Navy trainers (T-6s and BT-13s), and some of them were used again in this film.

During the "Fighting Back" black and white film montage, a ship with hull number 53 is shown exploding. The footage is actually the destruction of the decommissioned H.M.A.S. Torrens, a Royal Australian Navy destroyer escort sunk as a target by the Collins Class submarine H.M.A.S. Farncomb in 1999.

The U.S.S. Missouri was used for several of the battleships during filming (primarily the U.S.S. West Virginia) by simply changing the life preservers with the ship's names.

The Academy Award-winning Disney short Der Fuehrer's Face (1942), notorious for depicting Donald Duck as a Nazi, appears in a scene.

The film cast includes three Oscar winners: Ben Affleck, Cuba Gooding, Jr., and Jon Voight; and five Oscar nominees: Dan Aykroyd, Alec Baldwin, Mako, Peter Firth, and Michael Shannon.

The scene when Danny (Josh Hartnett) returns the handkerchief to Evelyn (Kate Beckinsale), was suggested and written by Robert Towne, after seeing a rough cut of the film several weeks after principal photography had wrapped.

Cuba Gooding, Jr. plays Doris Miller, the first African-American to be awarded the Navy Cross. Gooding played another Naval figure who had a historic first, in Men Of Honor (2000). He portrayed Carl Brashear, the first African-American diver in the history of the Navy, who also went on to become a Master Diver.

To shoot the strafing scenes for the airfield attack, a quarter-mile of pavement was lined with 50 sticks of dynamite and 500 gallons of gasoline.

The scenes placed on the Japanese and American aircraft carriers were filmed on the U.S.S. Lexington CV-16 aircraft carrier museum in Corpus Christi, Texas. The museum aircraft on the deck of the carrier were removed and replaced with authentic Zero fighters, Grumman TBF Avengers, and World War II-era anti-aircraft cannons on the deck.

Filming of the bombing sequence was overseen by the Environmental Protection Agency.

In the scene where the Japanese aircraft are approaching Hawaii, one of the CGI generated aircraft is a Kawasaki KI-64 "Rob". The Rob was an experimental twin engine aircraft with one engine in front of the pilot and one behind the pilot. Both of the engine's drive shafts fed into a gear box that drove two contra rotating three bladed propellers. Only one was built, and it was a land based aircraft that did not make its first flight until 1943.

The wide shot of the U.S.S. Arizona blowing up took four months of constant effects work to complete.

Adrien Brody was considered for the role of Red Winkle. He turned it down because he felt it was too small.

Kevin Costner turned down the role of Colonel James Doolittle.

During the Tokyo bombing sequence, the temple is the real-life Byodo-in Temple located outside Honolulu, Hawaii. The temple was used in several episodes of Hawaii Five-O (1968).

The take-off sequence for Doolittle's Raid, was filmed onboard the U.S.S. Constellation CV-64, off the coast of San Diego, California, and the U.S.S. Lexington Museum CV-16 in Corpus Christi, Texas.

Alec Baldwin previously played Jack Ryan in The Hunt for Red October (1990), a role that was passed down to Ben Affleck in The Sum of All Fears (2002).

Despite being the sole credited screenwriter, Randall Wallace claimed that he was not involved with changes made to the script during filming.

The after-premiere party for the film is said to have cost more than the production costs of Billy Elliot (2000).

Dan Aykroyd (Captain Thurman) previously appeared in 1941 (1979), another film concerning the aftermath of the attack on Pearl Harbor.

The scenes of the exterior of the hospital area were actually shot at "Palm Circle" at Fort Shafter in Hawaii.

Ben Affleck, Josh Hartnett, Jon Voight, and Michael Shannon all stand the same height, 6'3".

During the scene of Ben Affleck's character struggling to get out of the cockpit of his plane, the first punch he throws breaks the glass in the shape of a heart. Signifying the last thought going through his mind, his love.

Ewen Bremner said that the bleach used to make his hair blond, was extremely uncomfortable and sore on his scalp.

The DVD commentary was done shortly after September 11, 2001. Michael Bay briefly makes parallels between 9/11 and the attack on Pearl Harbor at the beginning of the commentary.

This is the second that Ben Affleck and William Fincther did with Michael Bay since Armageddon (1998).

Wes Bentley was offered the role of Danny Walker.

Ben Affleck and Michael Shannon both appear in the DC Extended Universe as Batman and General Zod respectively.

Uses elements of a bollywood movie named 'Sangam'.

Matt Damon: Firing a machine gun during the attack.

Clint Walker: The veteran western actor plays a general.