British actress Kate Beckinsale revealed on the Graham Norton Show this week that while filming her breakout role in the Michael Bay-helmed Pearl Harbor, the film’s director repeatedly called her unattractive while playing up the physical attractiveness of her male co-stars.

In the interview, the 42-year-old actress and mother-of-one said the Transformers director was critical of her looks and her weight while promoting the film during press junkets.

“I think he was baffled by me because my boobs weren’t bigger than my head and I wasn’t blond,” Beckinsale said of Bay.

Beckinsale said she had won the role to play Nurse Lt. Evelyn Johnson in the 2001 war film just after she had her daughter, Lily. The actress said she had lost some weight, but Bay was constantly critical of her figure and body image.

“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,” she said. “And I just didn’t understand why a 1940s nurse would do that.”

Beckinsale said that during post-production interviews for Pearl Harbor, the director would shower praise on her male co-stars Ben Affleck and Josh Hartnett, but added that “when he was asked about me, he’d say, ‘Kate wasn’t so attractive that she would alienate the female audience.'”

Indeed, in a 2001 interview with Movieline, Michael Bay was asked, “What made you choose Kate Beckinsale?” for the film.

“I didn’t want someone who was too beautiful,” the 13 Hours director replied. “Women feel disturbed when they see someone’s too pretty.”

“I’m not saying Kate’s not pretty… [she] is very funny, could hang with the guys. She’s not so neurotic about everything, like some actresses,” he added.

Bay continued to explain himself, saying “When you look at Titanic, Kate Winslet is pretty, but not overwhelmingly beautiful. That makes it work better for women.”

Beckinsale has earned accolades for her looks in the past; in 2013, the actress came in at No. 12 on Maxim’s annual Hot 100 list, and at No. 42 on the magazine’s list the following year.

Bay has been accused of mistreating actresses on his film sets in the past, most notably by Transformers actress Megan Fox, who once said that the director “wants to be like Hitler” when he’s shooting projects.

Follow Jerome Hudson on Twitter @jeromeehudson