Men in Black 3
Men in Black 3 poster
Directed by Barry Sonnenfeld
Produced by Walter F. Parkes
Laurie MacDonald
Written by Etan Cohen

Will Smith
Tommy Lee Jones
Josh Brolin
Jemaine Clement
Nicole Scherzinger
Michael Stuhlbarg
Bill Hader
David Rasche
Emma Thompson

Music by Danny Elfman
Cinematography Bill Pope
Editing by Don Zimmerman
Distributed by Columbia Pictures
Release May 25, 2012
Running time 106 minutes
Country United States
Language English
Budget $215 million
Gross revenue $624,026,776
Preceded by Men in Black II

Men in Black 3 (previously titled Men in Black III-D, stylized as MIB³ and alternatively spelled Men in Black III) is a 2012 American 3D science fiction action comedy spy film released into theaters on May 25, 2012 and stars Will Smith, Tommy Lee Jones and Josh Brolin. Principal photography began in New York City on November 16, 2010, taking place ten years after its predecessor Men in Black II and fifteen years after the release of the original Men in Black. Barry Sonnenfeld and Steven Spielberg returned as director and executive producer respectively. It is the third installment in the Men in Black film series based on Lowell Cunningham's The Men in Black comic book series.

Men in Black 3 received generally positive reviews from critics and became a box office success with a worldwide gross of over $624 million. Before adjusting for inflation, it is also the highest grossing film in the series. Buoyed by the film's success, a fourth film has been confirmed.


Boris the Animal, last of the malevolent Boglodites that consumed all planets in their path, escapes from a lunar prison seeking vengeance on Men in Black Agent K, who shot off his left arm and jailed him in 1969. Boris confronts K and his partner Agent J, telling K he is "already dead" then fleeing. J searches the MIB database when K refuses to discuss his past, and discovers Boris committed several murders in 1969 before being captured by K, who then deployed an "ArcNet" shield around Earth that prevented a Boglodite invasion and starved the race to extinction. Agent O, the new head of MIB after Agent Zed's passing, tells J not to probe deeper. That night as K speaks with J on the phone, K vanishes. When J arrives at MIB headquarters looking for him, only he remembers K ever existed. O shows J a memorial statue of K, who was killed by Boris in 1969 — though she also notes that the chocolate-milk cravings and headaches J is experiencing are a result of a "temporal fracture" of time travel. As the Boglodites invade Earth, J learns Boris time-jumped to July 16, 1969, killed K, and prevented the ArcNet from being installed. J time-travels to the day before to try to save K.

In 1969, at Coney Island where the first murder took place, J finds 1969 Boris and attempts to shoot him but is knocked out by 1969 K. J is taken to 1969 MIB headquarters for questioning, and finds K flirting with 1969 O. K prepares to neuralyze J until J reveals his mission, convincing K to accept his aid in stopping Boris. They follow clues to Griffin, a fifth-dimensional being who sees multiple timelines simultaneously and can give them the ArcNet. At The Factory studio party hosted by Andy Warhol / Agent W, 1969 Boris attacks. Griffin flees, after promising a gift and a miracle game at Shea Stadium. J remembers the "miracle game" of the 1969 World Series, and the agents arrive at Shea to find Griffin, who shares his timeline vision of "his favorite moment in human history", when the losing New York Mets win the World Series. Before Griffin can give them the ArcNet, 1969 Boris kidnaps him. J and K pursue and rescue Griffin and the ArcNet, but 1969 Boris escapes and meets his 2012 counterpart.

J, K, and Griffin jet-pack to Cape Canaveral, Florida, where they must attach the ArcNet to Apollo 11 so it can deploy in space. The military stops them, but Griffin shows a skeptical colonel the future, convincing him how important the agents are, and the colonel assists them in reaching the launch site. As the agents climb atop the rocket supports, both 1969 Boris and 2012 Boris attack them. Using his time-travel device to relive 2012 Boris' attacks, J defeats him and knocks him off the supports. K shoots off 1969 Boris' left arm, knocking him off the rocket. The ArcNet is attached and deploys successfully, with 2012 Boris incinerated by the launching rocket's exhaust. K and J retreat to safety, but 1969 Boris attacks the colonel, mortally wounding him. K kills 1969 Boris. The colonel's young son runs to his father's side but is stopped by K, who neuralyzes the boy and tells him his father is a hero. J, hidden nearby, realizes the boy is his own younger self, the colonel Boris killed being his father, and that K has been watching over him all his life.

J returns to 2012, joins the restored K at a diner for pie, and subtly thanks him for all his care. He learns that by Boris's death and the Boglodites being extinct for 40 years, the future has remained intact as he remembers it. After they leave, Griffin, previously unseen on a nearby stool, says "This is my new favorite moment in human history. Unless this is the one where K forgot to leave a tip." As a meteor hurtles toward earth. K returns to leave a tip and the disaster is averted as it instead collides with a satellite.


  • Will Smith as Agent J
  • Tommy Lee Jones as Agent K
  • Josh Brolin as 1969 Agent K
  • Jemaine Clement as Boris the Animal and 1969 Boris
  • Emma Thompson as Agent O, the head of MIB after Zed's death
  • Michael Stuhlbarg as Griffin
  • Mike Colter as Colonel James Darrell Edwards II.
  • Nicole Scherzinger as Lilly Poison, Boris' girlfriend
  • Michael Chernus as Jeffrey Price
  • Alice Eve as 1969 Agent O
  • David Rasche as Agent X, the head of MIB in 1969
  • Will Arnett as Agent Double A
  • Keone Young as Mr. Wu
  • Bill Hader as Agent W
  • Cayen Martin as James Darrell Edwards III (1969 J)
  • Lady Gaga as Alien on TV Monitors (Cameo appearance)
  • Anthony J. Gallo as the four-armed alien
  • Lenny Venito as the head coach of the spurs

Men in Black Films vte
Peter Pan Films Men in BlackMen in Black IIMen in Black III
Characters Agent JAgent KFrank the Pug
Equipment NeuralyzerNoisy Cricket

Tommy Lee Jones films

Batman Forever (1995)  · Men in Black (1997)  · Men in Black II (2002)  · Men in Black III (2012)  ·

Will Smith films

Men in Black (1997)  · Men in Black II (2002)  · Hancock (2008)  · Men in Black III (2012)  · After Earth (2013)  ·

Alice Eve films

Men in Black 3 (2012)  ·

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