This weekend, "Pain and Gain" opens nationwide, for both muscle-building juiceheads and those of us who try to make it to yoga a couple of times a week because we want to age gracefully, like Helen Mirren. The true-life story of kidnapping and murder stars Mark Wahlberg and Dwayne "The Rock" Johnson as a pair of criminals who were part of what was known as the Sun Gym gang -- bodybuilders whose criminal activity eventually extended into kidnapping, extortion, and murder.

"Pain and Gain" was directed by Michael Bay, the orchestrator of a Hollywood's biggest-budgeted action spectaculars (among them "Armageddon," "Bad Boys," "The Rock," and the three "Transformers" movies), who is, this time, working with a smaller budget and tighter schedule. The question, of course is: Is a modestly sized Bay still as much of a visual extravaganza as an unlimited-budget Bay?

Read on for the 10 things you need to know before seeing "Pain and Gain." Feel free to pump iron while you're reading.

1.) This Is Michael Bay, Unfiltered If you've ever wanted a peek inside the brain of Michael Bay, then "Pain and Gain" is your best option, save for some costly surgical procedure. Every obsession or stylistic tic he's cultivated in his career is on display here, but amped up to 11 -- the swirling camera movements, the billowing curtains, the quick cuts, the bright neon -- they're all present and accounted for, and somehow blown out even further. All of this stuff is perfectly executed in the tactless milieu of "Pain and Gain," where scenes don't unfold as much as they are shot-gunned into your cerebral cortex. Unfortunately, embrace of all things Bay also translates to his more iffy indulgences being written in giant font (and double underlined), including his occasionally questionable view of women (the largest female role here is by a stripper who gets conned into thinking she's a spy) and less-than-subtle undercurrent of homophobia. In the end, the good far outweighs the bad, and for someone who is so often criticized for being a mainstream hack, this is an astonishingly personal work, warts and all.

2.) It Very Much Earns Its R-Rating This is Michael Bay's first R-rated movie since 2003's "Bad Boys II," and the movie often feels like the ten-year-release of adolescent urges, splashy-splattery violence, foul language, and dirty thoughts. Anyone who only knows Bay from his kid-friendly ventures into the "Transformers" franchise will be shocked by pretty much everything in "Pain and Gain," including, but not limited to, dismemberment, strip club nudity (meaning that very little actual woman is on display, but instead a collection of fantastical plastic parts), drug usage, and (for reasons that still aren't quite clear) lots and lots of sex toys. Michael Bay is the best when he's also the most uninhibited, which certainly is the case here.

3.) Yes, It Really Is Based on a True Story At one point well into "Pain and Gain," the movie pauses momentarily and a title card comes up and says, "Yes this is a true story." And most of "Pain and Gain" is true -- just look up the series of Miami New Times articles that the movie was based on. The actual case is even grislier and weirder, if you can imagine it.

4.) Dwayne "The Rock" Johnson Gives His Best Performance Ever I was going to name this entry "Dwayne 'The Rock' Johnson Gives His Best Performance Since 'Southland Tales'" before realizing that nobody (and I mean nobody) has seen Richard Kelly's instantly forgotten sci-fi opus. Still, he's fantastic in that (rent it!) and he's just as good, if not better, in "Pain and Gain." Johnson plays Paul Doyle, based on a character named Jorge Delgado, who goes from a former alcoholic and prisoner to a born again man of God to a complete and utter monster. It's a performance that is, like the rest of the movie, delicately nuanced and a complete cartoon. And Johnson looks like he's having the absolute time of his life.

5.) It's Too Long "Pain and Gain" is over 2 hours. Bay is clearly going for a kind of major American epic feel, and while he succeeds much of the time, at the end of it you do feel a little exhausted. A colleague turned to me after it was over and sighed before saying, "That's a lot of movie."

6.) You Might Quote It For Days Most of the things I cannot repeat on a family-friendly website like Moviefone, but just know that, after you see "Pain and Gain," you're either going to be labeled a "doer" or a "don't-er." And trust me, you want to be a "doer."

7.) If You Were Looking for the Macho Male Equivalent of 'Spring Breakers,' This Is It The movie's Florida setting, colorful design scheme, emphasis on the area's criminal underbelly and occasionally dubstep-y soundtrack will probably remind you of another movie from this spring: Harmony Korine's similarly deranged "Spring Breakers." They almost act as karmic cousins -- but replace "Spring Breakers'" focus on empowered female sexuality with the most macho males you've ever seen in your life, and you're closer to "Pain and Gain." It'll pump you up.

8.) The Soundtrack Is Great While Bay only seems to casually observe the movie's early-'90s setting, playing it fast and loose with iconoclastic iconography, he does manage to drop some choice cuts on the soundtrack. It would be a crime worthy of the Sun Gym gang to ruin some of the songs because they act as punctuation to some of the movie's best sequences. But it is safe to say that Bay uses "Gangsta's Paradise" in a way that might rival the movie it was originally written for.

9.) Everyone Gets to Ham It Up It's safe to say that Mark Wahlberg is a much better ensemble player than he is a leading man, and in "Pain and Gain" he gets to ham it up in a role that might technically be the lead but which greatly benefits from his costars. And, in fact, everybody gets to have a ball in "Pain and Gain." Tony Shalhoub is terrific as the slimeball they first kidnap, and Ken Jeong, Rebel Wilson, Anthony Mackie, Ed Harris, and Rob Corddry all put in performances that fit in perfectly with the swaying lime-green palm trees and garish red neon. Everyone knows exactly what kind of movie they're in, and they totally rule.

10.) You'll Be Sad to Know Michael Bay Is Doing Another 'Transformers' "Pain and Gain" is so good, in fact, that you'll be disappointed, after leaving the movie, to learn that he's hard at work on yet another "Transformers" movie, to be released next summer (and to star his "Pain and Gain" lead Mark Wahlberg). "Pain and Gain" is such a kicky blast you'll wish he was doing five more movies like this. Alas, he's back to robot-world. We just can't help but feeling, with Bay, there's more than meets the eye.
Pain & Gain Movie Poster
Pain & Gain
Based on 42 critics

Danny Lupo (Mark Wahlberg), manager of the Sun Gym in 1990s Miami, decides that there is only one way... Read More

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