In 1995, Will Smith and Martin Lawrence were just TV sitcom stars. Tea Leoni was another struggling actress. And Michael Bay was making music videos. Then, in April, Bad Boys was released and changed all of them. Smith and Lawrence were boosted to movie stardom (especially Smith), Leoni landed herself a sitcom, and Bay suddenly was elevated to be a big-time director. He would change a lot (better and worse) with his wild MTV-influenced style of cutting film and shooting action sequences. The movie itself is still enjoyed for its unique storyline: Marcus Burnett (Lawrence) and Mike Lowrey (Smith) are long-time best friends and partners trying to find some stolen dope. Julie (Leoni) is part of the case, but because of a complex turn, Burnett and Lowrey have to pretend to be each other.

From there comes a terrific mix of action and some nice comedy that made the movie a smash hit. It launched Bay to the level for other hits like The Rock, Armageddon, and more. A sequel followed in 2003, although not as liked because of its way too long length. There has been talk of a sequel for years, but all three major players have been too busy to handle it. But word is a script is going around and it seems possible the Boys might ride again. In light of that, here are 15 things you may not know about the making of both Bad Boys movies; it's amazing to see how the careers of these major players have risen since the movie first hit.

Some Future Famous Faces Are In it

Looking back at the movies today, it’s interesting how some familiar faces show up that weren’t as well known back then. Marg Helgenberger plays an Internal Affairs cop years before being a TV star with CSI. One of the carjackers from the film’s opening scene is played by Kim Coates, best known as Tig from Sons of Anarchy, while the “bait” used in that scene is Lisa Boyle, who’d achieve fame as a straight-to-video erotic thriller starlet. Several cast members of The Sopranos show up, from Joe Pantoliano as the duo’s captain to Michael Imperioli as an informant. The second film has rocker/actor Henry Rollins showing up as a nutty TNT expert. Also, Michael Shannon plays an important supporting role in the sequel years before achieving bigger fame. And while she was known a bit at the time, it’s still impressive seeing Gabrielle Union in the second film as Lowrey’s sister who hooks up with Burnett. Whatever else you might think about Bay, he had a knack for finding some future stars.

Leoni Was Literally Knocked Out Cold

Tea Leoni's star was already rising up a bit, but this movie helped put her on the map. It launched a career that included a popular sitcom, some other flicks, and the hit drama Madam Secretary. Her role as Julie showed some fun comic chops and handling the wild action. But Leoni suffered as much as the other guys, taking some scrapes and cuts in the big airport finale scene. She was also legitimately knocked out cold for the scene where Burnett makes a leap to save her from a bullet. It was Lawrence’s stunt double, but his AK-47 weapon was looser on the straps than planned. The butt smashed into Leoni’s jaw as he tackled her, causing her to blackout. It actually freaked Bay out and Leoni would swear off serious action stuff again. She’s doing well now, but no wonder her memories of this movie are rough.

A Real Bad Boy Appears

A highlight of the first film is when the duo needs help from a computer hacker and turns to an ex-con. When working, the guy takes exception to Lawrence’s cracks and stands up, revealing he’s about seven feet tall. That includes a hysterical shot of Lawrence from the man’s point of view. The hacker was played by John Salley, a familiar face to NBA fans. He was a key part of the Detroit Pistons team that won two NBA titles and known for their nickname of… "the Bad Boys”. Bay was a fan and thought casting him would be a funny cameo. Salley enjoyed it and would continue to play in the NBA. He was part of the epic Chicago Bulls team of 1995-96 that won a title and capped off his career winning one last championship with the Lakers, a rare feat. He reprised the role in the sequel so interesting how at least one “Bad Boy” appeared in the film.

The Sequel Shared A Park With F&F

Bad Boys helped set a new tone for action movies in the 1990s, with its quick-cut style and edited like a music video (complete with great tunes). One series obviously inspired by this would be The Fast and the Furious. The 2001 movie was a huge smash hit and a sequel was only natural although Vin Diesel wouldn’t star. The story was relocated to Miami for some exciting car chases and other escapades. As fate had it, 2 Fast 2 Furious was shot at the same location as Bad Boys II. Indeed, the two films were even shooting car-related scenes at opposite ends of the same park on the same day. It’s quite remarkable given how much alike they were and both would become big hits in the summer of 2003. Of course, Fast would end up inspiring far more sequels while Bad Boys still has only two. But it’s fun to think how closely linked the two franchises were.

One Car Crash Wasn’t Planned

The movie is known for some exciting car chases, from the scene of the cops and Leoni in a truck to the fantastic finale. But one crash was not planned out. The baddies drive a Shelby Cobra 427 (which appears to be a popular car for action movie villains) and it was intended to be saved up for the big chase finale. However, an earlier bit had it marred not by anything huge but the simple act of having it backed out of an airplane. Somehow, this simple move went awry with the car crashing and suffering some damage. It wasn’t huge but it did mean messing up that big chase scene. Because of the lower budget at the time, the producers had to shoot the car in close-up to cover up the damage until replacement parts could be found and a full car procured. Funny how amid so many epic crash scenes, it was a minor one that nearly derailed the movie’s exciting climax.

Bay’s Mom Made Him Clean It Up

The movie is pretty raw and wild with its humor thanks to Smith and Lawrence improvising a lot on screen. But few realized it could have been even darker. A lot of the original script was gritty with a brutal torture sequence that was later cut out. Also, the F-bombs were dropping fast and furious along with other wild segments including some sexual jokes and a few takes on race. But the final cut of the movie turned out to be far less insulting for a good reason: Harriet Bay. Bay actually screened this for his mom as it was his first feature film and wanted to show it off. While proud of her son, Harriet complained about the film’s language and that it was far too dirty. So to make her happy, Bay cut out a lot of stuff (and seeing how rough the movie still is, one has to wonder how bad it was before). Whatever else, it looks like Bay is a mama’s boy.

The First Scene Was Last Filmed

The opening of the first movie sets the tone nicely. Lowrey and Burnett are driving in Burnett’s new car, Lowrey complaining that for all the money he spent, Burnett could get a car with cup holders. At a car stop, a hot lady walks by to distract them as a pair of carjackers try to steal the car. The two laugh on how they just picked the worst people to try to rob and then promptly kick the cr*p out of the pair. It’s a fun opening but it was actually the last part filmed. Originally, the movie opened with the bad guys pulling a heist stealing drugs and then introduce Lowrey and Burnett later. In post-production, Bay thought the audience needed a hook to get into the guys earlier and build upon their relationship. He thus managed to talk the studio into letting him shoot the scene in a single afternoon. It worked out as it set the movie’s tone early and was a good way to introduce the stars.

Megan Fox’s Cameo

Megan Fox and Michael Bay have had a rather famous beef for some time. The actress became a star with her sexy turn in the first Transformers movie and was impressive in the second. But she also clashed a lot with Bay, leading to her making the now famous comparison between him and Hitler. Really, the first sign should have been Fox’s appearance as a dancer in a club scene in Bad Boys II. Originally, Bay wanted to show her in a revealing outfit with a drink in her hand. However, Bay was informed that because Fox was only 15 at the time, she couldn’t be seen that way. So instead he had her dancing under a waterfall. Somehow, Bay thought that was less offensive, and Fox has stated that sums up his mind totally. It really set the tone for their relationship that’s led to some nasty rows and a lot of bad blood to go around.

Smith Didn’t Want To Show Off

While Smith had been in a few movies here and there (winning rave reviews for Six Degrees of Separation), he was still best known as the Fresh Prince. This was the movie that shot him to true stardom and he did a great job as the tough cop with a wild side which he used for his career. However, Smith wasn’t exactly comfortable with the idea of being seen as a sex symbol, still a bit of the Philly street kid at heart. For a major scene, Bay wanted Lowrey to be chasing guys while shirtless, but Smith wasn’t comfortable with that. They went back and forth arguing with Smith saying it was just gratuitous and Bay thinking it would stand out. In the end, they made a compromise of Smith wearing an open shirt for the chase. Since then, Smith has obviously grown more comfortable with his standing as a handsome guy and such, but interesting how shy he once was to give female fans a peek.

It Was An Improv Fest

The script was a mess. Everyone agrees on that. The story was rather cookie-cutter (cops vs drug dealer) and the subplot of Lawrence and Smith pretending to be each other to keep Leoni around was nutty. The movie just didn’t seem to be working out and Bay knew it. He also knew that he had two actors very talented at improv and thus encouraged that majorly. Lawrence and Smith soon had a natural rapport, Lawrence an experienced stand-up comedian and thus they were able to work together well. They were soon ad-libbing wildly, including the famous scene of held up by a store clerk and firing back with some funny lines on wanting Skittles. This led to a fun bit where Smith was to say “I love you, man” to Lawrence at the film’s conclusion, which summed up their friendship. But Smith refused to say it, leading to a furious back and forth between the two that lasted almost all day. Finally, Bay had enough and told Smith to do what he wanted… at which point, Smith decided to say the line after all. It shows the spirit that made the film a hit and both great comics.

One Poor Extra Got Scared For Real

Bay had a way of getting his actors to act with what might be call “enforced method acting”. For a scene where Burnett and Lowrey are meant to be at odds, Bay told Lawrence that Smith had insulted him so things would be tense for real for the shoot. Neither was aware of it until later.

Worse was in the second movie for the scene where Lowrey’s daughter goes on a date. The actor playing the boyfriend was informed by Lawrence’s bodyguard that no one was to look Lawrence in the eye as it could set him off. Then, the guy was taken aback at the venom and intensity Lawrence showed during the scene. Then when Smith pulled a gun, the poor kid was terrified that he’d done something wrong and they were breaking character to go at him. All part of Bay’s plan to make him look scared and it nearly snapped the poor guy. Bay does go to a lot of weird extremes.

You Won’t Believe Who Was Originally Going To Star In It

The original script for the movie was going to be even more of a laugh riot and intended more as a parody of action films. That includes the mind-boggling idea of who the original stars were going to be: Jon Lovitz and Dana Carvey. This was when both were still top-dogs on Saturday Night Live, and Carvey popular in some movies but it's clearly pretty hard to imagine them as action stars. Even after the script was shifted, the original stars considered were Eddie Murphy and Wesley Snipes. This got some push, the idea of the two cracking wise sounding great and both major stars to help it out. However, both those men were hit by some bad box office flops that weakened their standing. Arsenio Hall was considered for the role of Lowrey but passed. So it went to Smith with Lawrence joining. So while the movie was a smash, it’s astounding to consider who could have been chosen instead.

It Was Cheap To Make

Today, most equate Michael Bay with huge budgets that can threaten to break a studio’s bank. However, back then, the budget for this film was only $19 million, which even in 1995 wasn’t considered that huge a sum. It makes a bit of sense as it’s rather grounded but it still seemed a bit much given how Bay was already getting into his larger-than-life mentality for filming. By the time the movie got to the big shoot-out at the airport hanger, the budget was already pushing the limit. Thus for the finale, Bay had to reach into his pocket and pay out $25,000 to get a replica hanger built just so they could blow it up in a blistering gunfight with plenty of stunt work. It actually impressed the studio how far Bay was willing to go to get the movie made on his own terms and finish it well. It worked out as the film was a smash hit and since then, Bay has had no issues getting a big budget to make his action pieces work.

It’s Michael Bay’s Least Favorite Movie

Michael Bay’s resume is hardly what one would call packed with stellar films. He’s had success, yes, but also his share of critically reviled flops like The Island, 13 Hours, and Pain & Gain. Even his hits aren’t exactly well liked (see Armageddon). Yet it’s surprising that Bad Boys is the least favorite of Bay’s. He’s blamed the script, the rough budget, the pressure of the studio, and other factors. He’s also said he’s not happy with it, thinking he could have made it much better today. True, it was his very first major movie and thus he had a learning curve. But Bay still feels the movie doesn’t click today with bits like the car chase following a club fight or a body flying out of an exploding plane. Of course, it’s mostly as he thinks he could have made it even bigger and thus better with more explosions and such. He actually bad-mouths it a bit which is surprising given it was the movie that made him a big Hollywood name, showing how he thinks his “quiet” works aren’t as notable as his mega-budget smashes.

Don Simpson Nearly Killed The Film

For years, Don Simpson and Jerry Bruckheimer had been one of the most successful producing pairs in Hollywood. With Beverly Hills Cop, Top Gun, and Crimson Tide, they were adept at making action pieces box office smashes. However, Simpson was a very complicated man saddled with a love of drugs and drinking that was extreme even by Hollywood standards. When Bad Boys was in the early planning, Simpson was meeting with some executives in Las Vegas when he embarked on a coked-up tirade that got him in major hot water. The project was almost canceled because of him and Bruckheimer had to step up fast, arguing it deserved more life and he would make sure Simpson didn’t mar it. To that end, Simpson was almost totally banned from set and had only minor involvement with the final film. Simpson would be found dead just four months after the film’s release of an overdose. While he was a hitmaker, he was also known as a man whose self-destructive tendencies nearly ruined a hit.