Men in Black 3 (2012) Poster


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The woman holding the baby in apartment 5K, when Agent J is searching for Agent K, is the same woman in the previous movie, a waitress, whom Patrick Warburton's character is told to marry and have a bunch of kids.
When young Agent K first appears, he says "We'll take it from here", the first line K said in Men in Black (1997).
This is Will Smith's first film in 3.5 years, since the release of Seven Pounds (2008) in December 2008. This is the longest he has gone without appearing in a movie since his film career started in 1993.
The zip line escape system shown at the Apollo launch pad really did exist. It was installed for the Apollo program and enhanced for the Space Shuttle program. In some pre-launch emergency scenarios, the crew would have ridden steel cages down the zip lines to explosion-proof bunkers. Astronauts practiced using the system as part of their training, but it was never used in an actual emergency.
When J regains consciousnesses at MIB Headquarters in 1969, there is a scene that shows many aliens walking around. In this scene, Griffin can be seen walking around, before Agents J and K meet him at The Factory.
Young agent K is wearing the watch that will become the light source for the Grand Central Station Locker Creatures in MIB 2. This can be seen clearly when Young agent K and J are having Pie before the Mets fans enter.
The white weird looking 'alien' fish which can be seen in the Chinese restaurant's kitchen scene is in fact an actual fish, Psychrolutes marcidus (or blobfish)
Frank the Pug does not appear in this film, but his picture is seen in two places: J's apartment, and a carnival poster at Coney Island (seen when J is pulled over).
Sacha Baron Cohen was considered for the role of Boris.
The prosthetic makeup Jemaine Clement had to apply for his role as Boris the Animal took four and a half hours to apply.
The director Barry Sonnenfeld's daughter Chloe Sonnenfeld appears as the hippie girl who meets 1969 Boris at Coney Island. She also appeared as Elizabeth, the young girl at the post office, in Men in Black II (2002).
Production delays forced Alec Baldwin to drop out of the film. Alec was the original choice to play Chief X, the head of the Men In Black agency in the sixties.
Will Smith reportedly had creative differences with director Barry Sonnenfeld over who would play the Colonel's son. Will suggested that his son Jaden should play the role, but Barry disagreed, giving the role to Cayen Martin instead.
Although the World Trade Center Twin towers are already standing(but still under construction) in 1969, they cannot be found anywhere in the movie, but the Freedom Tower (or One World Trade Center) can be seen under construction near the ending of the movie.
This is the second threequel Steven Spielberg produced that involves Apollo 11 in its storyline. The first was Transformers: Dark of the Moon (2011) which focused on a Transformer ship discovered by Apollo.
According to the trailer Agent J travels from 2012 to 1969, 43 years into the past. He wakes up and sees a young Agent K, played by Josh Brolin. Brolin is only 21 years and 5 months younger than Tommy Lee Jones, who plays the older Agent K.
Gemma Arterton was originally cast as young Agent O, but scheduling conflicts prevented Arterton from taking the role.
Began filming without a completed script, which led to a delay in production so the screenplay could be rewritten and completed.
The first MIB film for which Will Smith did not release a music single or video.
BugEyes, the fictional "creator" of a fake blog (source: www.themeninblacksuitsarereal.com) about investigations concerning the Men in Black, made a cameo in the film as an MIB agent in the background.
Michael Bay expressed interest in directing.
Twice in the movie, CRM-114 can be seen. In "Back To The Future", it can briefly be seen on the amplifier that Marty plays on at the beginning of the film.
Screenwriter David Koepp, who was originally involved with Men in Black II (2002) but left to write Spider-Man (2002), signed on permanently for this film.
Actor ken-one Young plays Wu, the owner of the Chinese food restaurant. He also played a character named Wu in the series Deadwood.
Yuri Lowenthal, who voices Knuckles the graffiti alien in a deleted scene (which is shown in the trailer), had voiced Ben Tennyson in the Ben 10 cartoons; the Tennyson family is connected to the Plumbers, an organization similar to the Men in Black.
When Jay exits The Chrysler Building in 1969, he is facing The Roosevelt Hotel. In 1969 the hotel across the street from The Chrysler Building was the Commodore Hotel. Opening in 1919, it was completely rebuilt including being completely covered with a glass facade and reopened in 1980 as the Grand Hyatt Hotel. The Roosevelt Hotel is at the corner of Madison Avenue and 45th Street. Opening in 1924, it would have been a better fit for 1969 New York City than the modern glass covered Grand Hyatt.
The number CRM-114 makes two appearances in this movie in the form of text that appears on the outside wall of the Lunar Max prison (seen after Boris breaks out) and the ID for the bunker on the beach at Cape Canaveral. These numbers are a nod to director Stanley Kubrick, who used this number in his movie Dr. Strangelove or: How I Learned to Stop Worrying and Love the Bomb (1964).
Nicole Scherzinger listened to Led Zeppelin to get her in the mood for the role of Lily Poison.


Rick Baker:  special makeup effects artist, appears as the alien with an exposed cranium at Z's funeral.
Tim Burton:  An alien on a screen in the background of MIB headquarters.
Judy MurdockWill Smith's personal makeup artist, appears as a blue-skinned alien at Z's funeral.
Bill Gates:  An alien on a background screen in MIB headquarters.
Yao Ming:  An alien on a screen in the background of MIB headquarters.
Lady Gaga:  An alien on a screen in the background of MIB headquarters, with her alias as her alien name.
Rip Torn:  as Large-Headed Alien at Funeral.
Will Arnett:  J's alternate timeline partner Agent AA.
Tony Shalhoub:  (at around 38 mins) Manning the 1969 Newsstand.
David Beckham:  An alien on a screen in the background of MIB headquarters.

Director Cameo 

Barry Sonnenfeld:  The couple watching the Apollo 11 launch is the director and his real-life wife Susan Ringo.
Barry Sonnenfeld:  One of the people jumping off a building in 1929 during J's time jump.

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