During his career, American film director and producer Michael Bay has worked on a number of projects which never progressed beyond the pre-production stage. Some of these projects fell into development hell or were officially cancelled, while others were taken over and completed by other filmmakers.

In 1998, Bay was reportedly among the many directors who were sought after to replace Tim Burton as director of Superman Lives, but he turned down the offer.

Also in 1998, it was reported that under his new development deal at Walt Disney Studios, Bay's company would be developing the action drama series Quantico, about the FBI Academy in Quantico, Virginia. He was set to executive produce and potentially direct the pilot episode, which was scripted by Dario Scardapane. In 2000, Quantico was expected to be Bay's next project as director, and was planned to be made for Twentieth TV and FBC, though nothing came of it.

In early 1999, Larry Cohen's thriller script of Phone Booth was initially set up for Bay to direct at Fox 2000. At the time, Will Smith was attached to star in the main role. Though Cohen had told Variety that Bay departed because he wanted to move the drama from its single phone booth location, the director would later deny it. "Will and I were ready to go, taking $500,000 each and backend, but we wanted Fox to put more money in the script to make the words better and the studio wouldn't," said Bay. "Every actor loved the idea, but if the words weren't there, that film wouldn't work." Phone Booth was eventually made with Joel Schumacher directing and Colin Farrell starring.

In June 1999, it was reported that Bay was nearing a deal to direct Africa, an epic written by Eric Roth about renowned archaeologist turned wildlife preservationist Richard Leakey. It was set up by Peters Entertainment at Columbia Pictures. Bay had also signed on to direct Pearl Harbor, then under the title Tennessee, and it was expected that either project could be his next film. However, in October the following year, Bay stated that he was dubious about taking on directing a film set in a foreign country; "After tourists were hacked to death in Rwanda, my girlfriend said no way. I don't want to rush into another big movie right now." In 2014, Angelina Jolie had become attached to direct Roth's script as her next film.

In April 2000, Touchstone Pictures had purchased an idea for a black comedy entitled The Gory Details to be produced by Bay through his Disney-based company Bay Films and set to be written by Topper Lilien and Carroll Cartwright. The project reportedly revolved around the morbid world of crime scene cleanup. Though it had been said by October that Bay was potentially eyeing Gory Details as a directing vehicle, Variety estimated that it was unlikely he would take on another feature at the time due to a then-looming Screen Actors Guild strike.

In October 2000, Variety reported that Bay's company had acquired an untitled thriller that he and producer Jennifer Klein would develop as his next directing project. The script by Stuart Alexander was about the kidnapping of a high-powered attorney's wife; the ransom for her safe release being his suicide.

As early as December 2000, Bay was reportedly originally engaged to direct David Franzoni's script of King Arthur, but left the project due to budget concerns. Bay had allegedly developed the project for over five years.