I haven’t had this much fun since the original Bad Boys,” says Martin Lawrence, who returns as the disgruntled Marcus Burnett in Bad Boys II. “Working with Will and Jerry and Michael – it just felt right.”

It’s taken eight years to reunite the team of producer Jerry Bruckheimer with director Michael Bay and stars Martin Lawrence and Will Smith, who made history with Columbia Pictures’ highest grossing and most profitable film of 1995 Bad Boys. In addition to providing a sensational launching pad for the film careers of Bay, Lawrence and Smith, Bad Boys has remained a popular movie on video, DVD and cable over the years. In the interim, the services of the key players has been in such demand that a planned sequel seemed to be on permanent hold.

Bruckheimer credits Columbia Pictures’ Chairman Amy Pascal’s persistence with finally bringing all the elements together for Bad Boys II. “Amy really put pedal to the metal on this one,” he says. “She doggedly kept the development process moving forward so that when we were finally able to find a time when Martin, Will and Michael were all available, we could jump on it.”

Back in 1995, Lawrence and Smith were major TV stars with limited film experience and Bay was one of the top commercial directors in the country, looking to make the leap into motion pictures. Bruckheimer and his late partner, Don Simpson thought Bay was just the director for their new project Bad Boys, in which they planned to pair Lawrence and Smith.

“Michael had shot a terrific video for our film Days of Thunder,” says Bruckheimer. “Martin was on a roll with a hit television series and a successful concert tour, and Will, who was loved as ‘The Fresh Prince of Bel Air,’ impressed us with his charisma. He was smart and he had an impressive will to win. We saw immediately that they would make a formidable duo, capable of combining bold action and hilarious humor. Michael delivered an amazing movie that captivated audiences. Over the years, we’ve all been asked when we were going to put them together again. The level of expectation has been so high that we knew we had to amp things up on this one.”

“We all came of age on Bad Boys,” says Bay of his debut. “Don and Jerry taught me a great deal and my partnership with Jerry has continued to evolve. I also learned a lot by experimenting with Martin and Will.”

“There were a lot of ‘firsts’ on Bad Boys,” says Smith. “Martin and I were at the top of our TV game, but the idea of two black dudes headlining a major studio movie aimed at a general audience was pretty much a new concept.”

“It’s funny because the question of race never occurred to us,” says Bruckheimer. “We were just looking for fresh break-out talent that was compatible on screen. Martin and Will complemented each other with their different approaches to humor. What they had in common was an ambition and energy as well as a genuine desire to please the audience, whatever it takes. Their contributions on both films have been invaluable.”

“We did a lot of improvisation on the first movie,” says Bay. ‘We really didn’t have much of a script to begin with, and the budget was so low that we didn’t have much time for rehearsal. But on this one, we spent a lot more time rehearsing and coming up with new ideas before we got to the set.”

At the beginning of Bad Boys II, Marcus Burnett (Lawrence) is coping with the normal pressures of family life: His teenage kids, a mortgage and concerns about his own future, worries that are fueled by the reckless antics of his longtime partner Mike Lowrey (Smith), who never seems to grow up or settle down.

“Marcus is just not happy professionally,” says Lawrence. “He’d rather be doing something a little more serene. It’s not that he doesn’t have respect or even love for his partner, but he wants Mike to understand that as you mature, you want to be around to enjoy the fruits of your labor. Marcus wants to spend more time with his family and be the kind of husband and father his family deserves, but Mike constantly puts them into dangerous situations, which makes him angry. And then he realizes anger is completely destructive to his life. It’s a vicious circle, so Marcus considers counseling to deal with it.”

“The new story picks up our characters eight years down the road,” adds Smith. “Both Marcus and Mike’s careers have advanced, our lives have advanced as well, except that my character is still a playboy. Marcus is tired of all the running, jumping and shooting on the job, while Mike is still into it, clinging to his 20s, partying, playing with lots of women, guns, getting into fights. As a result, the two of them are growing further and further apart.”

When Captain Howard (Joe Pantoliano) also adopts Marcus’ new philosophy on life, the friction increases. “Both the Captain and Marcus get into this anger management thing,” Smith says. “They try to stay focused and keep it together, which is rough for Mike because his behavior seems outside the norm.”

The situation becomes even more combustible with the appearance of Marcus’ younger sister Syd (Gabrielle Union). “Marcus is overprotective of Syd,” Lawrence explains, “especially when it comes to Mike. When he discovers Mike and his sister have been dating and he sees them flirting, it’s difficult for him to take, because he knows what a player Mike is.”

Marcus not only learns that his sister has been seeing Mike behind his back, but that she’s working as an undercover operative for the D.E.A., heightening his concerns for her safety. “The realization hits him right between the eyes during a big fight and chase scene,” says Lawrence. “Even though it’s a serious moment, it turns comedic. One of the best things about the Bad Boys films is that comedy happens when you least expect it.”

“What makes something funny is sometimes undefinable,” muses Bay. “With Martin and Will, it’s about timing. The comedy emerges from the way they talk, their cadence, and if you cut into it incorrectly, it’s suddenly not funny anymore. It all comes down to the way they play off each other, the way they deliver the joke. And with Martin, especially, so much of his comedic genius is in those incredible facial expressions.”

During shooting, Bay and his actors would frequently get together on their Sundays off to work on the tempo of their dialogue and blocking. Bay videotaped the sessions and then transcribed any newly improvised lines into the script and distributed them to the cast the next day. The improvisations, he said, brought out comedy in non-comedic moments and helped unearth new quirks in the characters.

“In the first Bad Boys, I tried to take an old, tired buddy cop story and make it feel fresh through my visuals and cutting style, and by using the great chemistry between Martin and Will. But in the end, it was the chemistry that took the movie to new heights.”

As Bruckheimer has learned from the countless hit motion pictures he’s produced, “when you put one gifted performer with another, both excel. And if you’re lucky and they happen to like and respect each other, as Will and Martin do, a great camaraderie develops. It was amazing to watch them in rehearsals. They would actually come up with ideas for each other. There was never a selfish moment between them.”

In Bad Boys II, Bay was striving for a different tone than the original. “The first movie was more sensational,” says Bay. “I tried to make this one a little edgier and more real. In the same way that I surrounded Sean Connery and Nicolas Cage in The Rock with real Navy S.E.A.L.s, I surrounded Will and Martin with real cops and it made a huge difference.”

Most of the T.N.T. [Tactical Narcotics Team] squad portrayed in the film is comprised of actual members of the Miami-Dade Police Force. The officers, along with their undercover associates (who could not be filmed for obvious reasons), also assisted in training the actors. Harry Humphries, who Bruckheimer and Bay met while filming The Rock, acted as a supervising technical advisor on Bad BoysII, while Lt. William Erfurth, a former commanding officer of Miami-Dade’s T.N.T. unit, was invaluable both to the screenwriters and the performers, assisting in every facet of production. Erfurth not only contributed his expertise in terms of dialogue and procedural responses, he coordinated the schedules of his best T.N.T. personnel, so that the filmmakers could utilize the real-life officers in roles as part of Marcus and Mike’s highly trained unit.

“Bill Erfurth has a sterling reputation within the Miami-Dade police force and beyond,” says Bruckheimer. “In doing our research, we found that arrests during his tenure with T.N.T. skyrocketed, as did convictions. He and Harry Humphries made sure that we kept as close to reality as possible when it came to using the S.W.A.T. and T.N.T. teams. If we tried to veer too far off course, they’d rein us back in. So anytime you see someone in uniform in this movie, chances are they’re an officer in one of the city or county police departments.”

During pre-production, art and life converged. Donning bulletproof vests, Bruckheimer and Bay spent the evening on patrol with Lt. Erfurth. While on a police department’s “Ride Along” program, Bay actually assisted in the arrest of a wanted felon by pointing out a seemingly innocuous passerby who fit the description of a man the police were attempting to locate. They now refer to him as ‘Captain Bay.’

Humphries and Erfurth together devised a brief but intense training program for Lawrence, Smith and their co-stars Yul Vázquez, Jason Manuel Olazábal and Gabrielle Union. Lawrence and Smith spent the first day with a select group of weapons specialists who couldn’t help but slip in a few digs about how the duo handled their weapons in the first film. “Martin and Will took the ribbing in stride,” laughs Erfurth. “They were very good sports. This time we made sure they knew how to properly handle a weapon. It’s a simple matter of muscle memory tactics: drawing the gun, holstering it, becoming comfortable with the thumb break and the gun itself, how it feels in your hand. We taught them reloading techniques and chambering a round into the pipe, loading the gun, so that it becomes routine and normal from muscle memory. It’s all about repetition so that they can become comfortable with a weapon and aren’t afraid of it or clumsy. What you learn in training should become second nature when you’re in a highly stressful situation. You shouldn’t even have to think because everything should automatically come through muscle memory.”

Members of T.N.T. and S.W.A.T. spend time on the range with a variety of weapons, practicing tactics, entries and vehicle assaults on a monthly and even bi-weekly basis to become completely comfortable with the job. Training is key. In keeping with this philosophy, the actors selected a gun that felt the most comfortable to handle. Each actor used this same weapon from training exercises throughout filming.

Reprising his role as Captain Howard is veteran actor Joe Pantoliano, who recently played the volatile Ralphie on “The Sopranos.” In discussing his character’s progression since the first film, Pantoliano notes, “Captain Howard is trying desperately to change his methodology. He has embraced the softer, cuddlier side of life and he encourages Marcus to do the same. I particularly enjoy the fun the writers had in spoofing this current trend toward self actualization.”

He also sings the praises of his director and producer. “They were really out to make an even better movie this time around,” says Pantoliano. “They were incredibly collaborative and let me add ideas like the Buddhist sensibility, taking off my shoes, hanging crystals and lighting incense to give Captain Howard’s metamorphosis a physical life. I just thought it would be interesting. And they agreed.”

Union portrays the beautiful D.E.A. agent, Syd Burnett. When the first Bad Boys was released, she was a college coed. “I thought the shot of Will running down the street with his shirt open, bare-chested, was quite nice,” she says with a wink. “It was the first time people saw him as a sex symbol.” Smith also remembers the effect that scene had. “The first time I ever experienced women reacting to me that way, was when I was sitting in the back of a theatre listening to the audience and I was stunned when I heard a girl saying, ‘Um hmm, honey — You go, Will — Go ahead, run!’ It was weird because I was always the goofy, comedian. Michael Bay made me sexy,” he laughs.

When Syd and Mike begin dating, they develop more than a casual relationship. Mike realizes he can’t fool around with this particular girl and perhaps he is finally ready to settle down. “Marcus thinks Syd works behind a desk at the D.A.’s office, and is just vacationing in Miami,” explains Union. “But as an undercover agent with the D.E.A., she’s discovered this ring of ecstasy smugglers. She’s trying to earn her stripes but gets in way over her head.”

“I liked Gabrielle’s sharp energy,” Bay says. “You can tell that she’s very well educated, has smarts, and you believe she’s a rising D.E.A. agent.”

As in real life, the jurisdictions of various law enforcement agencies in the film frequently overlap with one another during the criminal investigation. Part of the reason is that they don’t or cannot coordinate their efforts, according to Bruckheimer. “Sometimes they inadvertently bump into each other, and that’s what happens with Syd, who has been working on a case out of New York for quite a while. Then her investigation penetrates a drug ring in Miami at about the same time Mike and Marcus are sniffing around that particular group of criminals. The circumstances are rather unexpected and erratic when they bump into each other.”

Associate producer Don Ferrarone, (a former chief inspector with the U.S. Marshal’s service and D.E.A. division chief overseeing the U.S./Mexico border), provided research from his long-standing investigations of various cartels that use the Miami area as an import/export hub for their trade. Despite earnest efforts by both local and federal government agencies to stem the flow of designer drugs, it continues to be a widespread problem in every major city around the country. Although Bad Boys II is fiction, many of the circumstances detailed in the script, even some of the funnier moments, are inspired by stories from actual case files.

In Bad Boys II, Tapia, played by Jordi Mollà, runs the biggest cartel on the east coast. Until Mollà appeared opposite Johnny Depp in the controversial and powerful drama Blow, few people outside of his native Spain and Europe were familiar with his work. A talented actor with a wide range of roles to his credit, Mollà is considered the most popular male star in his country. “Jordi was such an interesting character in Blow,” says Bay. “He’s got this youthful exuberance and his persona has impact. You can feel it in the quality of his performance. He is a chameleon-like actor. He is a very talented actor, and so cool.”

“About three days before I began filming, Michael mentioned the idea of my speaking with a Cuban accent,” recalls Mollà. “He thought it might be funnier because it was an unfamiliar accent to me. I resisted at first. But after thinking about it, I decided to give it a try. I called Yul Vázquez (the Cuban born actor who plays Detective Reyes) and asked for help. We taped him saying my lines in English and in Spanish, and the process seemed to work well. We built the character in about two days, “ he says.

Among the pointers he quickly picked up were that “Cubans use physical gestures, so my hands moved a lot more, my voice changed, everything changed a bit. I asked Yul to give me some bad words, little phrases you use when you get angry, but always thinking about how the audience has to understand what I’m saying. I started enjoying the experience more and more. Michael was right. The Cuban accent really changed the whole thing.”

Mollà was mindful of the obvious stereotypes about drug kingpins, but felt that it was leavened by the overall comedic tone of the film, so he took every opportunity to develop the humor in his character. “The movie is a natural comedy,” says Mollà. “So even if I’m the bad guy, the serious guy, I can still have fun with him.”

He also used Tapia’s background to bring added dimension to the role. “Even though Tapia has built this empire with mansions, private jets, expensive cars and beautiful women, the most important thing to him is still his family,” adds Mollà. “Nothing takes precedence over his daughter and his mother. That’s very Latin. Even though he’s an incredibly powerful and dangerous, in the end, he’s really just a family man who lives with fear every day of his life. He suspects everyone.”

By the same token, Tapia can’t help but flirt with danger, Mollà continues. “He appreciates Syd, who had infiltrated his organization, because he likes people who take risks. He even offers her a job. It’s a strange relationship. It’s like he enjoys playing with danger.”

Tapia has a business partner who quickly becomes his main competitor and is soon trying to muscle in on his turf. Peter Stormare, who has previously appeared in such Bruckheimer productions as Armageddon and Bad Company, plays Russian mobster Alexei.

“We couldn’t find the part for Peter, so Michael and I promised him we’d come up with one,” laughs Bruckheimer. “That’s what’s so wonderful about working with Michael. He’ll find an actor like Peter who he feels is really talented, and convince that actor to accept a part that’s maybe three lines, and the two of them will work on it together and suddenly the small role becomes a serious character in the movie. Peter isn’t in a lot of scenes, but his character and his performance are memorable.”

Stormare agreed to tackle the role because of his strong working experience with Bay on Armageddon. “I didn’t want to play a Russian the way they are normally portrayed,” claims Stormare. “It was great to play Lev in Armageddon because he saved the Americans, which was so unusual. I still get more than 1,000 fan letters a year specifically about that role. So, I gave the vengeance Alexei tries to wreak on Tapia the flavor of something out of the wild, wild west,” says Stormare. “In Miami there’s still a bit of that. It was great to play a character who added flavor to the drink, like the twist of lime.”

Jason Manuel Olazábal (Detective Vargas) and Yul Vázquez (Detective Reyes) are two new faces in this second Bad Boys adventure. As members of the T.N.T. team, Vargas and Reyes are in constant competition with Burnett and Lowrey. “I cast these two great guys as foils for Marcus and Mike,” Bay says. “A lot of times actors will try to go up against Will and Martin to be funny and it doesn’t work. Even in the audition process they think they have to be funny, but that’s not their job. Yul and Jason got it. I wanted to put Will and Martin around serious characters and let the humor come out of their quirky sensibilities.”

“In the movie we’re frustrated with Marcus and Mike,” explains Olazábal. “Even though we’re on the same team, we’re competitive and always trying to outdo one another. The more they mess up, the better we look.”

“It’s a love-hate relationship,” adds Vázquez. “Reyes and Vargas are of Cuban descent. The minute someone brings up something about being Cuban, you’ve crossed the line as far as my character is concerned. We were ad-libbing everywhere and as soon as the A.D. yelled ‘Cut!’ you could hear the whole crew laugh. It was an instant response, so we knew immediately if it was funny.”

One of the more prominent characters in Bad Boys II is Miami itself, or more appropriately, the various regions of south Florida that comprise Miami, including Miami Beach, Coral Gables and Coconut Grove, not to mention towns farther north like Ft. Lauderdale, Hallandale and Hollywood.

“Miami is such an international port,” says Bruckheimer whose top-rated television series “C.S.I.: Miami” is set in the city. “Our contacts in various law enforcement agencies tell us that there’s an enormous amount of money coming into the South Florida area, much of it via illegal contraband, more money than is created by business in the area. I don’t think that statistic is indicative of the people or the local government. It’s just a fact that law enforcement is desperately trying to deal with in a burgeoning, cosmopolitan community.”