Director Michael Bay didn't like the script and often engaged Will Smith and Martin Lawrence in discussions about how the dialogue and scenes could improve. He often allowed them to improvise while the camera were rolling. He secretly told Will to call Lawrence a bitch before the car-scene. The whole "two bitches in the sea" was improvised, as was Martin's comment when Téa Leoni called him gay.
The opening scene where Mike and Marcus are held up by two carjackers was shot in Los Angeles weeks after principal photography had been completed. Columbia and Michael Bay wanted a better, more comedic introduction to the two lead characters than what was in the original film.
The scene in the convenience store, wherein the clerk puts a gun to Burnett and Lowrey's heads and yells, telling them to "Freeze, mother bitches!", is also improvised. They came up with: "No, you freeze, bitch! Now back up, put the gun down and get me a pack of Tropical Fruit Bubbalicious". "And some Skittles."
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