Two years earlier, screenwriting partners David Weisberg and Douglas S. Cook had noticed a Los Angeles Times article about a female park ranger living alone on one of the Channel Islands off Santa Barbara. What would happen if somebody took over the island? they speculated. Hey, what would happen if somebody took over Alcatraz — the former federal penitentiary off San Francisco that is now run as a tourist attraction? What if it were a military officer gone bad? After a few more what-ifs, they had a finished script that triggered a bidding war in late 1994: Columbia, Universal, and Fox (seeking it as a vehicle for Keanu Reeves) all lost to producer Joe Roth's Caravan Pictures, which grabbed the script for Disney with a $1.2 million bid.

Roth, who took over as chairman of Walt Disney Motion Pictures Group in 1994, immediately reached for The Rock when he began planning the 1996 summer schedule, figuring it could duplicate the success of 1995's big Simpson/Bruckheimer military maneuver Crimson Tide. And the team was back on a roll. After a fallow stretch during the first years of their Disney deal when they couldn't get then chairman Jeffrey Katzenberg to greenlight any of their trademark high-tech fantasies, they'd rallied in '95 with a triple-header that also included Bad Boys and Dangerous Minds. Even though Simpson — battling bouts of depression and drugs — was often AWOL for weeks at a time, Roth entrusted The Rock to him and Bruckheimer. ''I wasn't privy to any of the problems he was having,'' Roth admits. ''I just didn't see it.''

''Joe handed it to us,'' recalls Bruckheimer. ''We said, 'Yeah, we like it, but we want to change the script.''' Bay, a commercial director (his credits include the popular ''Aaron Burr'' milk spot) hot from the success of his first feature, Bad Boys, wasn't entirely keen about it either. Feeling the pressure of choosing a follow-up film — ''Your first one's a fluke,'' he figured; ''your second one, you have to prove you're a real director and not a flake'' — he was leaning toward a thriller called Desperate Measures (which Reversal of Fortune director Barbet Schroeder subsequently grabbed). ''The first time I got [the script for The Rock], I turned it down,'' says Bay. But Roth turned on his powers of persuasion, and Bay relented. ''I knew Don and Jerry's sensibilities are like mine, that we'd make it real.''

''F---, I'm sitting in front of Sean Connery,'' Bay thought during their first, tense meeting at London's Dorchester hotel. It helped that a flustered waiter was having trouble opening a bottle of wine. Connery grabbed it from him and expertly popped the cork. Mr. Smooth, thought Bay, then blurted out in a mock British accent, ''Bond, James Bond.'' It broke the ice. Still, the 6-foot-2-inch, 32-year-old director, who's got the demeanor of a hyper-enthusiastic surfer dude, admits he approached the prospect of directing a veteran like Connery with trepidation. And for good reason. ''I saw his movie, Bad Boys. It wasn't my type of movie,'' growls Connery. ''He's technically very gifted. If he has a weakness, it's in understanding the actor's dramatic line, the pacing and rhythm of a scene. But I figured going in that the combination of himself and myself would be able to keep some sort of balance.''