Men in Black 3 (2012) Poster


Jump to: Cameo (13) | Director Cameo (1) | Spoilers (4)
When young Agent K first appears, he says "We'll take it from here", the first line K said in Men in Black (1997).
The woman who lives in K's apartment in an alternate timeline, is the same woman in Men in Black II (2002), a waitress, whom Patrick Warburton's character is told to marry and have a bunch of kids.
Young Agent K is wearing the watch that will become the light source for the Grand Central Station Locker Creatures in Men in Black II (2002). This can be seen clearly when Young agent K and J are having Pie before the Mets fans enter.
Began filming without a completed script, which led to a delay in production so the screenplay could be rewritten and completed.
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.
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)
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 prosthetic makeup Jemaine Clement had to apply for his role as Boris the Animal took four and a half hours to apply.
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).
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.
The first MIB film for which Will Smith did not release a music single or video.
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.
Although the World Trade Center Twin towers are already standing(but still under construction) in 1969, they cannot be found anywhere in the 1969 parts of the movie, but the Freedom Tower (or One World Trade Center) can be seen under construction in 2012 near the ending of the movie.
This is the first Men in Black film in which Will Smith does not have a song on the movie's soundtrack. Will had suggested that he and his son Jaden Smith should perform the main song for the end credits, but this idea was rejected by director Barry Sonnenfeld, who did not want Jaden involved in the film. Upset at this decision, Will decided not to record the main title track at all, even on his own. This created an opportunity for Pitbull, who ended up releasing 'Back in Time' as the main song for the movie.
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.
Sacha Baron Cohen was considered for the role of Boris.
Josh Brolin, one of the 3 starring actors, does not appear in the movie until 42 minutes in, which is more than 1/3 of the way through the running time.
Shea Stadium, which also appeared in first Men in Black (1997) movie, had to be recreated through CGI for this film as the stadium was demolished in 2008.
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Gemma Arterton was originally cast as young Agent O, but scheduling conflicts prevented Arterton from taking the role.
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.
Tommy Lee Jones and Josh Brolin, who play Agent K at different ages, previously both appeared in No Country for Old Men (2007).
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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.
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).
Many of the aliens in the 1969 MIB headquarters were intentionally made to look like aliens from old black and white alien movies from around the same time.
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Actor Keone Young plays Wu, the owner of the Chinese restaurant. He also played a character named Wu in Deadwood (2004).
Michael Bay expressed interest in directing.
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.
Nicole Scherzinger listened to Led Zeppelin to get her in the mood for the role of Lily Poison.
The 14th biggest grossing film of 2012.
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Chloe Sonnenfeld:  The director Barry Sonnenfeld's daughter appears as the hippie girl who meets 1969 Boris at Coney Island. She also appeared as Elizabeth, the young Rugrats (1990)-loving girl at the post office in Men in Black II (2002).
Rick Baker:  special makeup effects artist, appears as the alien with an exposed cranium at Z's funeral.
Howard Stern:  in custody at MIB headquarters in 1969.
Lady Gaga:  An alien on a screen in the background of MIB headquarters, with her alias as her alien name.
Tony Shalhoub:  (at around 38 mins) Manning the 1969 Newsstand. Shalhoub plays Jack Jeebs in previous installments.
Rip Torn:  as Large-Headed Alien at the funeral of Zed, Torn's own character from earlier installments.
Judy MurdockWill Smith's personal makeup artist, appears as a blue-skinned alien at Z's funeral.
Tim Burton:  An alien on a screen in the background of MIB headquarters.
David Beckham:  An alien on a screen in the background of MIB headquarters.
Yuri Lowenthal:  the voice of Knuckles the graffiti alien in a deleted scene (which is shown in the trailer), had voiced Ben Tennyson in the Ben 10 (2005) cartoons; the Tennyson family is connected to the Plumbers, an organization similar to the Men in Black.
Will Arnett:  J's alternate timeline partner Agent AA.
Bill Gates:  An alien on a background screen in MIB headquarters.
Yao Ming:  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. Sonnenfeld is also one of the suicidal stock brokers in 1929.


The trivia items below may give away important plot points.

Will Smith reportedly had creative differences with director Barry Sonnenfeld over who would play the Colonel's son. Will suggested that his son Jaden Smith should play the role, but Barry disagreed, giving the role to Cayen Martin instead.
In Men in Black (1997) Agent J asked Agent K if he ever "flashythinged" him. Agent K did at least 2 times before he joined, but it can be assumed in this movie that Agent K has been flashing him all his life. The first time when he was 4 years old.
When J regains consciousnesses at MIB Headquarters in 1969, among the many aliens walking around nearby is Griffin, before Agents J and K meet him at The Factory.
In Men in Black (1997) it was shown that J's full name is James Darrell Edwards III. It can therefore be assumed that the chief of Cape Kennedy/Canaveral security is named Colonel James Darrell Edwards II.

See also

Goofs | Crazy Credits | Quotes | Alternate Versions | Connections | Soundtracks

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