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Men in Black 3 (2012) Poster

Trivia

Gemma Arterton was originally cast as young Agent O, but scheduling conflicts prevented Arterton from taking the role.
Jump to: Cameo (13) | Director Cameo (1) | Spoilers (6)
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.
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.
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.
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.
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).
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)
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.
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 prosthetic makeup Jemaine Clement had to apply for his role as Boris the Animal took four and a half hours to apply.
The first MIB film for which Will Smith did not release a music single or video.
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.
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.
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.
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.
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.
Tommy Lee Jones and Josh Brolin, who play Agent K at different ages, previously both appeared in No Country for Old Men (2007).
Sacha Baron Cohen was considered for the role of Boris.
Cameo: Jada Pinkett Smith as one of the party guests.
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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.
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.
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).
J (Will Smith) jumps off the Chrysler building. Hancock ends with him doing the same thing.
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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.
Michael Bay expressed interest in directing.
Actor Keone Young plays Wu, the owner of the Chinese restaurant. He also played a character named Wu in Deadwood (2004).
The 14th biggest grossing film of 2012.
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Nicole Scherzinger listened to Led Zeppelin to get her in the mood for the role of Lily Poison.
Boris was originally named Yaz in the script and through some time of pre-production. It could be possible that the name change was suggested by Rick Baker, who was a huge fan of Boris Karloff.
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This is the first film in the series to not mention K's ex-wife.
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Cameo 

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.
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.
Lady Gaga: An alien on a screen in the background of MIB headquarters, with her alias as her alien name.
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.
Judy Murdock: Will 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.
Will Arnett: J's alternate timeline partner Agent AA.
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.
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.

Spoilers 

The trivia items below may give away important plot points.

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.
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.
There is a hidden joke. When Boris smashed K's car at the baseball stadium, the car is a 1964 Ford Galaxy. So Boris actually destroyed the Galaxy
In 1969 when Boris confronts Roman the Fabulist, Roman is trying to light a cigarette, yet later Agent K tells Agent J the matchbook found on Roman's body is a clue because Roman "did not smoke."
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It's revealed that in 1969 Young K is actually age 29.
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See also

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

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