Typically, when Michael Bay steps behind the camera, you have some expectation for what that film is going to contain -- incredible amounts of action, massive explosions, gunfire, and car chases. However, "Pain & Gain" is a departure from the giant blockbusters that have been near synonymous with Bay's name over the years.

Made for the lowest budget -- $26 million -- since his debut feature "Bad Boys" back in 1995, Bay has to rely on strong character work and sharp dialogue rather than visual effects to bring the real-life tale of a Miami crime spree committed by a gang of bodybuilders to the big screen. It's a different side of Michael Bay than we've become accustomed to, and perhaps one we may wind up seeing more of, depending on how the film performs at the box office. The door is now open for the director famous for the spectacles of "The Rock," "Armageddon," and three "Transformers" movies (a fourth is on the way next year) to do much smaller, more personal projects in the future.

Here, Bay expands upon such desires as well as what initially drew him to this story. He also discusses the different approaches needed for a film like "Pain & Gain" as opposed to "Pearl Harbor," and explains his creative process for taking on well-established and beloved properties like the Transformers and the Teenage Mutant Ninja Turtles.

Moviefone: So your career has been full of big budget, blockbuster films, but you started out with "Bad Boys," which was, at least monetarily, very small. Are you more comfortable doing films like this? Oh yeah. I would like to do more of these. This was always a cool script sitting on my shelf, and I knew it would be a fun movie to do. I knew it would be easy and just actors acting, so it was really refreshing. I tried to inject some style into it -- I didn't want it to take itself too seriously, on the shooting style. But it's also tough, because you're stuck in a box, you know?

As opposed to having a bigger budget... Well, there were times that the studio tried to shut me down. "Why do you need those two days?" "Because it's called a f*cking ending. We need the f*cking ending. We either shoot it now or shoot it later, alright? Go ahead! Shut me down! Come on down to Florida!" And of course they never show up. Just to make them happy, we took out a scene, just to save on schedule. But I knew I was going to shoot it when I got back home.

So when you're doing something this small, does it give you a little bit more room to experiment or go outside your comfort level? Yeah. I used weird shots. Like, there's rain dropping on the lens...and I just like the screwed up look to it? That's what I mean: don't take it so seriously. Is there a comfort? I mean it's a comfort to know that I've already made the studio so much money that I'm going to go out and if I fail miserably, no harm no foul. We spent 26 million bucks on it, and it seems like people are really liking the movie, so we'll see.

The other thing that is interesting to me is that the characters preach so much on the American dream, and yet they're somewhat hypocritical in their actions because they're then proceeding with the anti-American dream. Were you trying to make a social commentary on this entitlement society that we have now? Yeah. The thing that I latched onto when I read the real case and the detailed article was people being misguided in American dreams. I mean, these guys? They had jobs. They were working. It was interesting how it was in that bodybuilding culture where they're just never happy. They're working out so hard. They want to be bigger, better, slicker, smoother. So that's a thing that I always liked about the story. That made it comical to me. We're not making fun of the crime, but these guys were such boneheads and oddly brilliant and delusional. There's a weird mixture.

There is a very strange balance that you have to strike. It's comical without being funny because it's so dark. Yeah, it's not a comedy. It's like watching a train wreck. It starts out as fun and games and then it gets very serious. But the train wreck just becomes a bigger train wreck. I just like the pace and the energy at the end of the movie. You can't make light of the victims. The thing is, this doesn't really explore the victims. It's almost a side subject. It's exploring the criminal's delusional mind. Like I said, have you ever met a criminal who thinks they did something wrong? They're all in prison saying, "I didn't do it." It's just a weird delusion. It was an interesting character study, I think. So reel it in? I don't know. It's a pretty out there movie.

You have "Transformers 4" coming up along with the new "Ninja Turtles" movie. What is your approach to taking on established properties? Is it seeing the fandom and trying to work from that? Or do you build it from scratch? There was that quote saying that we're making [the Ninja Turtles as] aliens. We're not. It's the ooze! It's from the original source material. These are from the original writers, and I never went out to correct myself in the press. I do listen to the fans and I do want this to be authentic. I think they're going to be really happy with this movie. When I see the digital stuff, the turtles look great. But I'm getting away from your question. Your question was...

Well it's more about how you approach these films, like for example, on "Tranformers," you already have the built in audience. See, I was not a fan of Transformers [at first]. Hasbro was talking about giving me a whole Transformers story, and I'm like, "If I can do this really real. If I can make them believable, I think I could have something here." I'm not a Hollywood guy. My friends are normal guys. I've got this guy from Texas. He's like, "Mike, that "Transformers" [movie] seems like a dumb idea." And I'm like, "Yeah, I know, but just give it a second." And then I showed him the shot of the Scorponoks jumping out of the sand with Tyrese [Gibson] running. He saw that image and he went, "I see what you're doing." You'll always have haters, but the last movie? One-hundred-twenty million people saw that movie. There's still a lot of fans of that franchise. And I'm a huge Transformers fan now, and I protect that brand.

When you're doing films like that, there are a lot of cooks in the kitchen. Whether it's the fans, the studios, the toy companies. How do you try to strike a balance at that point? Trying to please everyone and then also trying to make a film that you want to make. [The film] was also to make non-Transformer fans into Transformer fans. I think it was good coming from that perspective that it wasn't a "fanboy" movie.

Yeah, because then you're limited in what you can do and what you can show. Yeah. You know there are a couple of historians of Transformers. I would do my designs of the robots and they're like, "What if you just add a little bit more ears to Optimus?" But they're really hands off. We've redesigned them in "Transformers 4," and there's some really cool sh*t in it. I'm literally redesigning every character, top to bottom. There's a reason why they're redesigned, but it's also to keep it new and fresh to me. I think the fans will appreciate some of this new stuff we have in the movie and some of the new characters.

I know when you did "Transformers 3," you were kind of done... Yeah, and this is literally a true story. I went to the [Transformers] ride in Universal, and there's a two-and-a-half-hour line, and you just see all these kids -- it's the most popular ride they've had since Jurassic Park -- and I'm like... It's hard to let go of your franchise. You don't want someone to f*ck it up. So I at least wanted to set it up on some good footing. Because you're going to get a different kind of director [who is] not going to want to follow in my footsteps. Directors feel very territorial. So they're going to go to a more inexperienced director. It's just the way Hollywood works. And I'm thinking, "God, so I'll redesign it, set it up... Someone's gonna f*ck this up. This is way too big of a thing." And I'm looking at all these kids and I'm like, "F*ck, I gotta do one more." And then I brought Mark [Wahlberg] into it. So now we've got a movie star, we've got full redesigns. At least it'll be on good footing.

Pain & Gain hits theaters nationwide this weekend
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