Kate Beckinsale made her breakthrough in Michael Bay’s “Pearl Harbor.”

But the beautiful British actress said the “Transformers” director was critical of her looks and her weight.

Beckinsale said on the UK’s “Graham Norton Show,” “I think he was baffled by me because my boobs weren’t bigger than my head and I wasn’t blond.”

She continued, “I’d just had my daughter and had lost weight . . . but I was told that if I got the part, I’d have to work out. And I just didn’t understand why a 1940s nurse would do that.”

She said during interviews for the film, Bay would gush about her male co-stars Ben Affleck and Josh Hartnett, “then when he was asked about me, he’d say, ‘Kate wasn’t so attractive that she would alienate the female audience.’ ”

Vanity Fair reports that in 2001 Bay said of Beckinsale, “I didn’t want someone who was too beautiful. Women feel disturbed when they see someone’s too pretty.”

He had previously said of Kate Winslet, “When you look at ‘Titanic,’ Kate Winslet is pretty, but not overwhelmingly beautiful . . . That makes it work better for women.”

 

 

Bay has been criticized multiple times for treating women badly on his film sets, including by Megan Fox, who famously said Bay “wants to be like Hitler on his sets, and he is. So he’s a nightmare to work for.” They’ve since made up, but industry sources tell us that Bay “makes movies for teenage boys and has a big issue with women.”

This article originally appeared in the New York Post's Page Six.