Ten Years Ago, Michael Bay Took a Break From Transformers to Make His Most Fascinating Film — A Comedy

Hardcore film fans will sometimes obsess over a movie from a celebrated director that’s not necessarily his or her best but is, definitively, that person’s least-characteristic. Some folks’ favorite Martin Scorsese movie is The Age of Innocence or Kundun. Every once in a while, you’ll meet a Clint Eastwood head who really digs The Bridges of Madison County — or somebody who insists Steven Spielberg’s greatest film is 1941. That contrarianism can be a way for certain fans to distinguish themselves from the casual movie lover, but it can also be inspired by the fact that this particular film is nothing like the material the auteur usually pursues. The movie’s very peculiarity is what makes it so special. 

There’s a contingent of Film Twitter that can’t get enough of Pain & Gain, a title that may not ring a bell for a lot of people, despite its starry cast and big-name director. Released 10 years ago today, and based on a true story, this comedy crime-thriller is about Daniel (Mark Wahlberg), a Miami bodybuilder and personal trainer who decides he’s got the perfect get-rich-quick scheme: He’ll recruit a couple dudes to help him kidnap one of his clients, Victor (Tony Shalhoub), to get a lot of money out of the guy. Everything goes pear-shaped quickly, though. That premise sounds like the makings of a Coen Brothers film, but what’s most fascinating about Pain & Gain is that it’s a Michael Bay movie — quite possibly his funniest. Most of it, intentionally so.

Because Bay spent a decade churning out loud, terrible Transformers movies, it might be easy to forget that, earlier in his career, he was churning out loud, funny, halfway decent action films. Your mileage may vary, but Bad Boys, The Rock and Armageddon felt energized by this former video-music director’s thrill at getting to work with a movie-sized budget. Full of explosions and wisecracks — sometimes simultaneously — Bay’s flicks proudly demonstrated his love for popcorn escapism. Eventually, he got self-serious — try to wipe his disastrous romantic war drama Pearl Harbor from your memory — and had the occasional commercial dud, like The Island, but starting with 2007’s Transformers, he focused primarily on clattering, supersized robots. There were jokes in those movies, too, I suppose, but by then his bro-y sense of humor had lost its charm. Transformers and its sequels made so much money and so little sense.

But in the midst of that run, he decided to shift gears. To be sure, Pain & Gain was hardly austere arthouse cinema. And Bay was still working with big stars and a major studio. But by his more-is-more standards, this adaptation of a series of incredible Pete Collins articles about the so-called Sun Gym Gang felt positively stripped-down. It’s also the closest Bay has ever come to crafting a satire, although it’s never entirely clear how cognizant he was about what was being satirized. There’s a darker, more scathing tale within Pain & Gain, but Bay doesn’t always find it. If anything, that only makes the movie more interesting.

Early on in Pain & Gain, Wahlberg’s Daniel recruits Adrian (a pre-Marvel Anthony Mackie) and Paul (a pre-superstar Dwayne Johnson), fellow bodybuilders, to help him with his plan. This threesome has plenty of problems. Daniel and Paul have been in prison. Paul has a drug problem. Adrian has gotten so jacked from steroids that he’s impotent. And Daniel has delusions of grandeur, inspired by feel-good movies like Rocky and, uh, Scarface to follow his dreams — which are to steal someone else’s money. Daniel, Adrian and Paul are buff dummies pumped up with unearned confidence. This crime will most certainly be a catastrophe. 

You have to wonder what someone like Steven Soderbergh would have done with this material, which finds the wry humor in nitwits getting in too deep with something they can’t handle. (You could argue he made his own version of this movie with 2017’s Logan Lucky.) But Bay, in some ways, was the ideal director for Pain & Gain. For one thing, its Miami setting brought Bay back to the milieu of Bad Boys — plus, Miami is the man’s home. “We did it all around my house in Miami,” Bay said at the time. “I would drive a moped to the set; that’s how close it was. I mean, we would do things, ‘cause all the cops know us in Miami.”

On its surface, Pain & Gain is a commentary on gaudy American excess, the movie filled with roided-out dudes who like big boobs, fast cars and easy money. Daniel, Adrian and Paul are definitely the kinds of guys who went to Transformers opening weekend — and loved the hell out of it. Pain & Gain could have easily been scored to “America, Fuck Yeah” from Team America: World Police, a movie these knuckleheads would have thought was just a straightforward ass-kicking action flick. But not only are these guys not bright, they’re dangerously entitled. They believe wholeheartedly they deserve the great life they see advertised on TV — and if some “foreigner” like Victor gets to enjoy it then, damn it, they should, too.

The movie’s problem, however, is that it only stays on the surface. There’s an uglier, more insightful analysis waiting to be unearthed in Pain & Gain, but Bay has never been one for deep thinking. Instead of tearing back the curtain on the Sun Gym Gang, exposing them as symbolic of a country overrun by sensation and an inflated sense of its own greatness, he mostly chuckles at the dumb things his characters do. And they certainly do myriad dumb things, leading to an escalation of unbelievable events as the gang try to kill Victor, fail and then have to deal with the fallout. Working with a smaller budget and fewer massive action sequences than normal, Bay has a ball sending this story careening around every crazy plot twist. Pain & Gain was a passion project he spent years developing, and you can feel his giddiness at getting to work on a smaller scale than with his Transformers behemoths. But you’ll never convince me that Bay is knowingly cutting down America’s overblown essence to size. He’s too much of the problem to see that he’s part of the problem.

Thank god the performances bring the nuance Bay himself can’t summon. Wahlberg is very good playing sensitive fools — think of his work in I Heart Huckabees and The Other Guys — and he’s especially fun as Daniel, who’s rocking a huge chip on his shoulder and carrying a lot of dumb ideas about what the world owes him. Daniel is one of those guys, bless his heart, who insists he’s smart, unaware of how not smart he is, and Wahlberg makes the guy’s idiocy surprisingly touching. Mackie conveys the absurdity of a super-sculpted dude so concerned with his masculinity that he’s accidentally rendered his dick inoperable. As for Johnson, this is the Rock that I really miss — the rising star who was still trying to prove himself and could believably play vulnerable and sweet. The Sun Gym Gang are filled with bad dudes, but Johnson’s Paul, a born-again Christian, is trying to change his ways, even though that somehow means extorting an innocent victim. All three actors dissect the silliness of swaggering, ultra-macho behavior — the sort you see frequently in a Michael Bay movie — and Pain & Gain soars when these skilled actors straight-facedly play such buffoons. 

Am I not giving Bay enough credit for this funny, occasionally subversive crime comedy? Maybe, but Pain & Gain’s worst elements — its cringe-y homophobia and irritating sexism — feel much more like Bay’s M.O., whereas the smarter commentary seems to emerge almost by mistake, or despite Bay. 

Pain & Gain was a modest hit, but soon Bay was back to doing Transformers sequels that broke box-office records, this odd little curiosity quickly forgotten by the masses. But talk to a Bay super-fan, and you may be surprised how often it comes up. Pain & Gain is both a Bay film and very much not a Bay film. Ten years later, that’s still this absorbing movie’s greatest selling point and nagging limitation: Bay so embodies this macho-dude world that he’s too close to it. He knows the Sun Gym Gang are funny, but he may not fully understand how funny they are.