MIAMI - "Pain and Gain" is one of those films that is more fascinating that it seems at first glance. At worst, it's a darker movie with revolting characters than the comedy-focused marketing campaign is letting on. At best, it features shocking "real life" surprises and some inspired performances from stars Dwayne "The Rock" Johnson and the always reliable Tony Shalhoub.   Based on a series of crimes committed by the "Sun Gym Gang" in mid-1990's Miami, the characters and storyline in "Gain" go to such extremes that director Michael Bay felt the need to put in title cards saying "This is still a true story" during some of the film's more unbelievable moments.  And yes, this is clearly unlike any film the filmmaker best known for "The Rock" and three "Transformers" flicks has ever made.

Speaking to Bay earlier this month, he dismissed reports that making "Pain and Gain" was a rare passion project.  Bay immediately clarified noting, "Passion project is like 'Schindler's List.' This was the cool script that was sitting on the shelf project for 12 years.  I wanted to make it for 12 years. The producer hung in there and said, 'I'm gonna make it. I'm gonna make it.' Finally after 'Transformers 3' I told the studio I'm done doing robots. I'm gonna shoot myself if I do another robot.' I said, 'I gotta do something small and I want to do this movie 'Pain and Gain.' So, I told Brad Grey who runs Paramount, 'I'm going to do this movie.' And he said, 'Why do you want to do it?' 'Because I see it Brad. There is something interesting and quirky about this movie. And I'll do it for $25 [million].'  Turns out I did it for $26 [million] and he busted my balls after I made them millions.'"

Grey shouldn't have worried. "Pain and Gain" is tracking to an opening far above its price tag and should be a solid hit for the studio.  It also doesn't hurt that Bay is about to begin shooting a fourth "Transformers" this time with "Gain" star Mark Wahlberg in tow. While the "Ted" and "The Departed" star is fine as gang ringleader Daniel Lugo, its his co-star Johnson who delivers the surprise performance as a former con and recovering addict who succumbs to temptation once more. It turns out the former WWE champ was actually afraid he couldn't pull it off.

Bay recalls, "The week before he was like, 'I can't do this.' I was like, 'What do you mean you can't do this?' So, I wrote him this long letter. And I said, 'Listen, Will Smith didn't want to run down the street with his shirt open in 'Bad Boys I.'  We had a fight about it. Will Smith now says Michael Bay made me a movie star when I ran down that street in Miami with my shirt open.'  I listed like 10 different actors and different things and how they worked out well. I said, 'You've just got to trust me.'

For more on Bay's thoughts on "Pain and Gain" check out the rest of the interview embedded at the top of this article.

"Pain and Gain" opens nationwide Friday.