Men in Black 3

• 1. Introduction

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  Men in Black 3 began as a conversation between two men stuck on a film they weren't sure they wanted to make again. Will Smith pitched the idea for a third installment to director Barry Sonnenfeld during the filming of Men in Black II in 2002. Smith's proposal was specific: send Agent J back in time, let him save his partner Agent K, and use the journey to finally pull back the curtain on K's buried past. Sonnenfeld later described what followed as "a very long process of development, mainly because of the knotting issues of time travel." That knot would take nearly a decade to untangle. What emerged, after a fractured production that started without a finished script and stopped and restarted across two separate filming periods, was a $215 million science fiction comedy that became the highest-grossing film in the Men in Black franchise. The questions worth asking are not simply how it got made, but how it got made at all, and why so many critics, including some of the harshest, found themselves moved by the ending.

• 2. A Long Road to Cameras

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  Rory Bruer, president of Sony Pictures Entertainment, announced the film publicly on the 1st of April, 2009, during a Sony ShoWest presentation. By October of that year, writer Etan Cohen had been brought on board to draft the screenplay. Sonnenfeld began working through Cohen's script in January 2010, even as Smith remained undecided about committing, weighing the project against another film called The City That Sailed. Smith's return was officially confirmed in May 2010, alongside Tommy Lee Jones, who had both expressed interest in reprising their roles as far back as 2008. The path to that confirmation had not been smooth. Sonnenfeld alleged in a lawsuit against his former agents that Sony had considered replacing him with other directors, citing reported friction on the set of Men in Black II. He ultimately convinced the studio he had a strong enough vision to proceed. Two additional writers were brought in for uncredited rewrites: David Koepp in June 2010, and Jeff Nathanson in November 2010, tasked specifically with the sections set in 1969. Both Nathanson and Koepp had previously worked with executive producer Steven Spielberg on Indiana Jones and the Kingdom of the Crystal Skull in 2008. Walter F. Parkes and Laurie MacDonald joined as producers, continuing from the two previous films.

• 3. Filming Without a Finished Script

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  Principal photography began on the 16th of November, 2010, under circumstances Sonnenfeld would later describe with unusual frankness. "We knew starting the movie that we didn't have a finished second or third act," he said in 2012. "Was it responsible? The answer is, if this movie does as well as I think it will, it was genius. If it's a total failure, then it was a really stupid idea." The original schedule had called for cameras to roll from October 2010 through May 2011 in New York City, partly to take advantage of a New York state tax rebate that covered 30 percent of production costs incurred in the state. Filming split into two phases instead: the first ran from November until around Christmas 2010; the second was expected to resume in mid-February 2011, but was delayed until April. Location work included the Morris Park section of The Bronx, parts of Coney Island in Brooklyn on permitted dates in late April and early May 2011, and Manhattan's SoHo neighborhood. Sonnenfeld had initially planned to shoot in 3D and later chose to film in 2D, with a conversion to 3D handled in post-production. For the MIB vehicle in the present-day scenes, the Ford Taurus SHO replaced the Ford LTD Crown Victoria and Mercedes-Benz E-Class seen in the first two films. Scenes set in 1969 used a 1964 Ford Galaxie.

• 4. Building the Creatures

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  Special effects artist Rick Baker returned to Men in Black 3 as he had for the two previous films, responsible for the practical aliens and prosthetic makeup across the production. Baker used the time travel premise as creative license to differentiate the alien designs by era. His own framing was direct: "In 2012 the aliens should look like Men in Black aliens and in 1969 they should be retro aliens. Fishbowl space helmets, guys with space suits with ribbed things on it, exposed brains, bug eyes." The result was a visual split between the sleek creature work familiar from the series and something deliberately reminiscent of science fiction B movies of the 1960s. Baker also appeared on screen himself, in a cameo as the Brain Alien. Among the supporting cast inhabiting Baker's creations, Jemaine Clement played Boris the Animal, an escaped alien prisoner with a particular sensitivity about his own name. The character's insistence that it is "just Boris" became one of the film's recurring comic notes. Michael Stuhlbarg played Griffin, an Archanan alien with the ability to perceive all possible outcomes simultaneously. Griffin's role in the climax gave the film much of its emotional weight. Josh Brolin's casting as the young Agent K had required Sonnenfeld to first consider and then pass on Mark Wahlberg for the part.

• 5. Sound and Music

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  Danny Elfman, who had scored both previous Men in Black films, composed the soundtrack for the third installment. The album was released on the 29th of May, 2012, four days after the film opened in theaters. The end credits carried a different song entirely: "Back in Time" by rapper Pitbull, released as a single on the 26th of March, 2012. The song did not appear on Elfman's soundtrack album. It was the first lead single tied to a Men in Black film not performed by Will Smith, who had recorded the title tracks for the first two entries. The 1969 setting gave the film's music supervisors room to draw on songs from the era. The soundtrack incorporated "2000 Light Years from Home" by the Rolling Stones, "I'm Waiting for the Man" by the Velvet Underground, "Strange Brew" by Cream, "Pictures of Matchstick Men" by Status Quo, and "I'm an Old Cowhand (from the Rio Grande)" by Roy Rogers and the Sons of the Pioneers.

• 6. Reception and Box Office

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  Men in Black 3 premiered at O2 World in Berlin on the 14th of May, 2012, and opened theatrically in the United States on May 25. On its opening day, the film grossed $17.7 million in North America, including $1.55 million from midnight screenings across 2,233 locations. Its three-day domestic opening weekend reached $54.6 million, which exceeded the opening weekends of both predecessors, though the single-day debut was slightly lower. An additional $14.7 million on Memorial Day brought the four-day total to $69.3 million. The opening audience was 54 percent male and 56 percent over the age of 25. Internationally, the film opened to $135.3 million from 85 territories in its first weekend. China contributed $21.7 million, and Russia and the CIS combined for $16.9 million. The worldwide total reached $654.2 million, making it the tenth-highest-grossing film of 2012 and the largest earner in the Men in Black franchise unadjusted for inflation. It also set the record for the biggest worldwide IMAX Memorial Day weekend at $12.7 million from 474 theaters, surpassing the previous year's record held by Pirates of the Caribbean: On Stranger Tides. On Rotten Tomatoes, the film holds a 67 percent approval rating from 250 reviews. Roger Ebert awarded it 3 out of 4 stars, singling out Brolin's performance and describing a "virtuoso final sequence." Richard Roeper gave it 3.5 out of 5 stars and called it "that rare threequel that doesn't suck." A. O. Scott, also at 3.5 out of 5, wrote that the film "arrives in the multiplexes of the world with no particular agenda, which may be part of the reason it turns out to be so much fun." Director Paul Thomas Anderson described it as "expletive great" and said the time travel material made him cry. Not all critics agreed: Rene Rodriguez of The Miami Herald awarded the film 1 out of 4 stars, calling it "so dull and empty" that it made him grateful for the 3D format.

• 7. What Came After

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  Before Men in Black: International entered development with a different cast, both Will Smith and Tommy Lee Jones said they would consider a fourth film. Jones described it as easy: "We know what we are doing, we know how to do it. It's just a hell of a lot of fun." Columbia chief executive Doug Belgrad said in July 2012 that the studio viewed Men in Black as an ongoing franchise. By early 2013, writer Oren Uziel had begun drafting a Men in Black 4 screenplay for Sony. That project evolved and was eventually reconceived. In September 2015, producers Walter Parkes and Laurie MacDonald announced a reboot, most likely without Smith. A crossover with the Jump Street franchise surfaced in December 2014 after Sony's system was hacked and internal communications were made public. The project was confirmed by Jump Street directors Chris Miller and Phil Lord, and James Bobin was attached as director in 2016. The film was officially announced on the 13th of April, 2016, under the title MIB 23. Jonah Hill later expressed doubts, calling the crossover too complicated, and the project did not proceed. Men in Black: International arrived in June 2019 with Chris Hemsworth and Tessa Thompson in the lead roles, with Emma Thompson reprising her role as Agent O. In December 2025, reports emerged that a fifth film was in development, with a script being written by Chris Bremner, who had previously written Bad Boys For Life.