Ralph Lindenmeyer didn't want to relive his memories of the attack on Pearl Harbor. But a group of Hollywood filmmakers changed the war veteran's mind.

Lindenmeyer agreed to serve as a top adviser on Pearl Harbor -- the $135 million blockbuster coming out Memorial Day weekend -- because he thought it could teach a new generation about the "Day of Infamy," Dec. 7, 1941.

"The schools don't really teach about the battle. And the survivors' motto is: 'Remember Pearl Harbor and keep America alert,"' said the 80-year-old Lindenmeyer, of San Diego. "So, I'm hoping this movie will really rekindle the fire of that morning."

His main critique of the script: "a few too many four-letter words."

Lindenmeyer recruited scores of other Pearl Harbor veterans to share their stories with screenwriter Randall Wallace and director Michael Bay. The filmmakers also relied heavily on the Navy and Defense Department, commissioning airfields, ports and even an active aircraft carrier during the production.

"We were asking for unprecedented military cooperation," Bay said. "We literally needed to make war on Pearl Harbor's Ford Island for six weeks with planes flying and hundreds and hundreds of stunt men and bombs going off. They basically gave us full access ... and kept their base going around us."

The Navy transferred the aircraft carrier USS John C. Stennis from San Diego to Pearl Harbor so the movie premiere can be held on its flight deck.

Pearl Harbor producer Jerry Bruckheimer enjoyed similar cooperation from the military on his 1986 jet-fighter saga Top Gun.

The Walt Disney Co. reimbursed the military for any costs incurred in the making of Pearl Harbor, said Cmdr. Bruce Cole, a liaison between the filmmakers and the Pacific Fleet.

"Our participation in the movie transcends what the Navy gets out of it," Cole said. "We felt the country would get something from it, and that Americans could learn a little about what happened here 60 years ago. ... It's a tribute to World War II veterans."

Nearly 2,400 Americans died in the Japanese attack, which plunged the United States into World War II. Eighteen U.S. warships were destroyed and 188 planes.

The movie elaborately recreates the attack by blending high-tech computer animation with miniature models and some nearly full-sized replicas of sections of the destroyed vessels.

One camera shot follows a bomb dropped from a Japanese Zero plane as it plunges from the sky down onto the deck of the USS Arizona, which suffered eight direct hits and was sunk.

Hundreds of men died on that ship. Many remain entombed in the vessel, which is still visible beneath the shimmering blue waters of the harbor.

To honor the dead, the filmmakers held a wreath-laying ceremony at a memorial over the wreckage. Stars Ben Affleck, Cuba Gooding Jr. and Kate Beckinsale joined Bay and Bruckheimer alongside Lindenmeyer, Hawaii Gov. Benjamin J. Cayetano and Adm. Thomas B. Fargo, commander in chief of the Pacific Fleet.

"It was a very powerful moment," Lindenmeyer said. "You look down, and you can still see oil seeping out of the ship."

Nearly everyone became emotional when the ceremony ended with the playing of "Taps."

"I knew their feelings then and knew they would try to be true," Lindenmeyer said.

Another scene in the movie features sailors clinging to the gun turrets of the USS Oklahoma when it capsizes, trapping hundreds of men in the partially submerged hull.

James C. Bounds, 79, was a seaman first class who remained trapped below the third deck for nearly 36 hours.

"The water was waist-high, and we were banging with wrenches. But it was cold and of course there was oil all over us," he said.

Bounds said he avoided talking about the experience for most of his life. But Lindenmeyer, a fellow member of the San Diego chapter of the Pearl Harbor Survivors Association, urged him to talk with the filmmakers.

"I did," Bounds said. "But it brought back a lot of stuff."

Not all Pearl Harbor survivors are pleased about the movie.

Harry Ogg, 78, of the Corpus Christi, Texas, chapter of the association, was furious the World War II-era USS Lexington was used to portray the Agaki, a Japanese aircraft carrier that helped launch the attack.

"I just didn't think it was very appropriate, for the sake of making a little money, that they flew a Japanese flag over that ship."

The Lexington, which has been a floating museum since being decommissioned in 1991, was also used in the movie as the U.S. carrier Hornet, which launched a retaliatory bombing of Tokyo in 1942.

Ogg has boycotted museum events at the Lexington over the matter, but even he isn't immune to the Hollywood hype.

As the release date nears, he conceded he may see the movie after all. "Against my better judgment," he added.