Pearl Harbor is a couple things. It’s a breathtaking historical visualization of the Japanese attack on Pearl Harbor. And it’s a patronizing, cynical, disinterested war melodrama. The big problem with the melodrama is Randall Wallace’s script, which is vapid at best. It also barely factors in to the attack sequence. The attack sequence is all director Bay, for better and for worse, along with some unfortunate digital blurring to keep the rating down.

The Pearl Harbor sequence comes about halfway through. The movie runs three hours, the attack is at eighty minutes. Before the attack, there are some scenes with the Japanese (led by Mako and Cary-Hiroyuki Tagawa, who are both great) planning the attack and the Americans worrying about an attack. The Americans are mostly Jon Voight as FDR, Dan Aykroyd as the Naval Intelligence guy who can’t convince anyone to be worried, and Colm Feore as the Pearl Harbor base commander. But even if Aykroyd did get boss Graham Beckel to listen, the Japanese plan was too good. The Americans are just unprepared, which actually brings in the closest thing to a political statement the film makes. It makes various implications regarding the American military brass, as opposed to guys on the ground like Feore or Alec Baldwin’s Doolittle; Voight’s FDR isn’t with the brass either. It’s… interesting.

It’s probably what happens when history fails the politics of the filmmakers.

In other words, the film does a terrible job essaying how 1941 felt to the average person. Because Wallace does a crappy job in general and Bay’s really not interested in doing anything with regular people, not when he gets to do a special effects heavy war movie. As for the melodrama… the only person more disconnected from the melodrama than Bay is leading lady Kate Beckinsale, who doesn’t even get a caricature to play. Wallace’s script is, actually, quite interesting when you realize Beckinsale doesn’t just have less character than practically every other nurse (who are all man-starved caricatures, the slutty one, the sweet one, the fat one, the nerd), but her lack of character is what obliterates the film’s potential. Not just Beckinsale’s performance, which is… fine, given the circumstances. It’s vaguely believable she’s interested in Ben Affleck, but they—Wallace and Bay—can’t figure out how to get Beckinsale interested in third love triangle leg, Josh Hartnett.

See, Affleck and Hartnett are childhood best friends from Tennessee—the accents are better than you’d think; maybe not authentic, but better than you’d think. Affleck’s the alpha, Hartnett’s the beta. Though Affleck’s still fallible, he’s got dyslexia in 1941.

So let’s talk about the melodrama.

The movie opens with a flashback showing Hartnett’s character has a bad but sympathetic dad (William Fichtner in a flashback-redeeming cameo—or at least flashback-evening cameo) and sets Affleck up as his protector. Only Affleck’s about to ship out to England to get in the war because he’s getting old and still wants to be a war hero. He lies to Hartnett about volunteering and breaks new girlfriend Beckinsale’s heart, but she’s going to wait for him. Coincidentally Navy nurse Beckinsale and Army flier Hartnett both get posted to Pearl Harbor, where they see each other to say hello but don’t hang out. Or maybe they do. Because their supporting casts hang out but the film doesn’t do anything with Harnett or Beckinsale’s character development. What you’ve got with Pearl Harbor is a film wanting a beta to alpha arc for Harnett, but resenting Hartnett for being a beta, and then accidentally coming to the conclusion the alpha and beta labels are a bad way to think about masculinity. Only it can’t recognize that possibility because… dudes. There’s nothing more painful than the scenes when Affleck and Hartnett try to bond after Affleck gets back to find Hartnett and Beckinsale together. Much like when Beckinsale’s character is so exceptionally shallow you have to wonder how she made it through the scene without just defaulting to an honest answer and then when she becomes literal background in the third arc, you eventually welcome Hartnett and Affleck just standing around looking pensive as opposed to trying to talk about their incredibly complex situation.

Even though there are a couple times they’re supposedly going to have a hard talk. And there are a couple times Beckinsale’s going to get real with someone. Only she doesn’t have enough agency to do it. And Wallace doesn’t know how to write men talking about anything not military or war expository-related except Affleck and Hartnett’s buddies trying to figure out the best way to manipulate the nurses into bed. But they don’t mean it in a bad way—come on, it’s 1941, no one knew women were people yet.

Not even women.

So, spoiler, no, Beckinsale doesn’t have some kind of empowerment arc.

In fact, even though she gets the ill-advised, poorly written, and awkwardly placed end narration… Bay cuts her out of the end of the movie because she’s not a dude.

I guess to simplify the problem with the melodrama plot—it’s about Hartnett having a man-crush on Affleck because Affleck’s a square-jawed superman only to realize he’d rather have a lady, something Affleck seemingly wanted for himself but wasn’t ever going to tell puppy dog Hartnett about, and then Beckinsale—the object of their affections—doesn’t have enough of a character to react honestly to either, but with Affleck there’s at least movie romance cuteness; with Hartnett it’s a chemistry-free, erotic-free, erotic affair. It’s wholesome. With shtupping. Is it wholesome shtupping? Eh? Bay’s really bad at directing sex scenes.

Really, really, really, really bad. You’re surprised the actors aren’t blushing red from the stupidity.

Not like the canoodling, which Bay does somewhat well. Hartnett and Beckinsale’s romance is mostly short montage sequences where they cuddle and breath heavy on each other and it looks like a perfume commercial.

But the Pearl Harbor attack sequence is awesome filmmaking. Editors Roger Barton, Mark Goldblatt, Chris Lebenzon, and Steven Rosenblum don’t get jack to do before it and about twice that amount after it, but the attack is breathtaking thanks to them. Their cuts are so good the digital vaselining of the frame to insure the PG-13 doesn’t matter. It doesn’t work, but it doesn’t matter. John Schwartzman’s photography is great throughout, especially on the attack. Even an uncaring bastard like Bay is able to make each death tragic. It also reveals if Cuba Gooding Jr., who’s shoehorned into the movie to give it a single Black character with a story arc, is Bay’s real hero. Gooding’s a cook who ends up shooting down Japanese planes; Bay’s a lot more interested in the ground action than the flying action. Pearl Harbor doesn’t reinvent any wheels (or even try), but it definitely gets a lot less interest when it’s “leads” Affleck and Hartnett hitting the sky to avenge.

But getting them to the planes to go into the sky? Bay’s all about their (ground) trip to it. It’s a problem. Bay’s a problem.

Other great crew contributions? Nigel Phelps’s production design is fantastic. Hans Zimmer’s score is fine. Nothing special, but nothing bad. It’s all about that editing though. All about that editing.

Now for the acting. Lots of good supporting performances. The film has a bunch of sturdy character actors giving sturdy performances in bit parts. In the bigger ones, Aykroyd’s pretty good. Voight’s no qualifiers good. He’s really able to turn FDR into an action hero. It’s something. Baldwin’s great as Doolittle. Gooding’s fine. It’s a shallower performance than it’s the part because Wallace does a crap job with it. Bay and Wallace believe in institutional racism in 1941 but not person-to-person racism. The movie’s patronizing as hell.

Of the main cast—Hartnett’s flying sidekicks and Beckinsale’s nursing sidekicks—Michael Shannon is a revelation, Tom Sizemore’s good, Ewen Bremner’s able to get over his stutter, which is only there to get sweet nurse Jaime King to fall for him. Jennifer Garner’s bad but likable as the nerdy nurse. Some of the better glorified cameos are Feore, Leland Orser, and Kim Coates.

Affleck’s a really good lead. He’s able to do it all. He’s not able to give he and Beckinsale enough chemistry to give their romance depth, but its all so disingenuous it’d be a miracle. And Pearl doesn’t have any miracles.

Hartnett’s got some really good moments and some potentially good scenes. It’s hard to wish for more because it’s so clear the film’s disinterested in him. Hartnett and Beckinsale start their flirtation just as the Pearl Harbor attack preparations subplot really gets going and, again, it’s not like Wallace and Bay are actually interested in how anyone existed in fall 1941 in Pearl Harbor and definitely not with a girl.

Beckinsale’s… never bad. She’s never… wholly unconvincing. Though she has an utter lack of chemistry with Hartnett, who she needs some with because they get so little in the script, and still not quite enough with Affleck to get over the silly romance stuff. You’d say she was miscast but she’s good with the straight nursing stuff.

In case anyone’s wondering, Pearl Harbor intentionally and utterly fails Bechdel. I suppose it’s technically exempt when they’re talking about the wounded but… the rest of it? This group of nurses moves from rural U.S.A. to paradise Hawaii and has no reaction other than “boys, boys, boys.”

When Wallace and Bay are bad at something… they’re real bad at it.

It’s shame the movie’s not better. But it’s far from a failure; Bay lacks narrative instinct and interest, he’s indifferent to his actors’ performances—which nicely doesn’t matter because most of the parts are thin and the performances grand—but he’s ambitious to the nth with the attack sequence and he’s at least willing to acknowledge it does need some kind of bookends. Unfortunately for the actors, the audience, the film, Wallace is writing those bookends. Because he’s inept. You’d expect more from an intern who watched a week of History Channel. Some of its Bay’s fault—if he’d cared about the melodrama, it’d be fine….

As is, thanks to the cast and crew’s work, Pearl Harbor is tolerable when it’s not phenomenal, which isn’t bad at all.