Men in Black III (styled as MIB3 and was originally titled Men in Black 3-D) is a American 3D science fiction action comedy spy film and the second sequel to Men in Black that was released May 25, 2012. Both Tommy Lee Jones and Will Smith reprise their roles as Agent K and Agent J. It released 10 years after Men in Black II was released. It is in 3D, a first for the film series. A marquee displays a tagline, "They're Back...In Time".
In 2012, an alien criminal named Boris the Animal, a Boglodite, escapes from a maximum-security prison on the Moon and arrives on Earth, bent on taking revenge on MiB Agent K, who shot off his left arm and captured him in 1969. He confronts K, who is with his partner Agent J, telling him he is "already dead". J then returns to MiB Headquarters and discovers that K was responsible not only for capturing Boris, but for deploying the "ArcNet", a shield that prevented the Boglodites from conquering Earth and caused their extinction.
Boris travels back in time to kill the young Agent K. With history altered so that K is long-dead, J finds that only his memory has been unaffected, and no one from the Agency understands his obsession with K until Agent O, the new Chief after Zed's passing, deduces that there has been a fracture in the space-time continuum. With K out of the picture, the ArcNet was never deployed, and there is nothing to protect the present-day Earth from the Boglodite invasion, so J must travel back in time to stop Boris and save K.
After arriving in 1969, J goes to Coney Island, knowing from the Agency's records that in 1969, Boris will commit a murder there. He finds Boris, but is discovered and arrested by 1969 K, who takes him to MiB Headquarters and prepares to neuralyze him, but decides at the last minute to investigate J's claims that he has travelled from the future to protect him. K and J follow clues, leading them to a bowling alley, and then to The Factory, where they come across an alien named Griffin, who is in possession of the ArcNet. Griffin, who can see all possible future timelines and outcomes, senses Boris is coming and escapes, but not before promising to give them the ArcNet the next time they meet. Boris later captures Griffin. J and K pursue and rescue Griffin, acquiring the ArcNet. 1969 Boris escapes and 2012 Boris arrives, and they team up.
Upon learning that they must go to Cape Canaveral, Florida and attach the ArcNet to the Apollo 11 rocket so it can be deployed in space, J reveals the real purpose of his mission to K, who initially takes the news badly. The two agents fly there using jetpacks. Griffin also appears in Florida using his multi-dimensional ability. The three are stopped by the military. Griffin shows a skeptical colonel the future, convincing him of the importance of their mission, and the officer assists them in reaching the launch site. As the agents climb up the rocket's launch tower, they are attacked by both 1969 Boris and 2012 Boris. Using his time-travel device, J evades an attack by 2012 Boris and knocks him off one of the launch tower bridges. K shoots off 1969 Boris's left arm (which restores the timeline), knocking him off the tower as well. The ArcNet is attached and deploys successfully when the rocket launches, with 2012 Boris being incinerated by the rocket's exhaust. 1969 Boris attacks K on a beach, but the colonel saves K by taking the hit himself instead. K kills Boris (which 2012 K had regretted not doing) instead of arresting him as he originally did. The colonel's young son arrives and inquires about his father, but rather than tell him the truth, K neuralyzes him and tells him only that his father is a hero. Observing from afar, J realizes that the young boy is himself, the colonel was his father, that K has actually been watching over him all his life, and was there when the timeline changed, thus explaining why he was the only one who remembered K in the alternate 2012.
His mission complete, J returns to 2012, where he finds a more cheerful K, and thanks him for being his surrogate father. Meanwhile, Griffin observes the moment and is briefly terrified when K almost forgets to tip a waitress, which he knows only occurs in timelines where an asteroid is on a collision course with Earth. However, K remembers and leaves a tip and the asteroid hits a satellite and is destroyed. Turning to the audience, Griffin smiles and remarks, "that was a close one."
- Will Smith as Agent J/James Darrell Edwards III, an agent who was recruited 15 years ago and the only person who remembers K
- Tommy Lee Jones as 2012's Agent K/Kevin Brown, an agent who was killed by Boris
- Josh Brolin as 1969's Agent K, the 1969 young version of K
- Michael Stulhbarg as Griffin, a fifth-dimensional alien who guided K and J to attaching the Arc Net to Apollo 11's rocket
- Kirk Larsen as Agent Zed, a former chief of Men in Black who died recently
- Emma Thompson as Agent O, O is the new chief of Men in Black
- Alice Eve as 1969's Agent O, the 1969 version of O
- Jemaine Clement as Boris, the last Boglodite Alien who lost an arm while fighting K in 1969, he was killed by K
- Bill Hader as Agent W/Andy Warhol, a disguised agent who owns the Factory
- Nicole Scherzinger as Lilly Poison
- Mike Colter as Colonel James Darrell Edwards II, the Colonel who controls the Apollo 11's rocket and revealed to be Agent J's father. He was killed by the 1969's Boris before Boris was killed by K.
- Spikey Bulba
- Frog alien
- Jelly fish guy
- Space boy
- Stalk eyes
- Giant fish alien
- Fish alien guys
- Spider Guy
- White Brain Guy
- Big eyes guy
- Crustacean boy
- One eye worm
- Yellow Guy
- Blue Guy
- Twelve eyes guy
- Many news articles have mentioned Johnny Knoxville (played Scrad and Charlie in Men in Black II) being set to appear, however he did not.
- Alec Baldwin was originally supposed to portray Chief X, the Chief of the MiB in the 1960's, but dropped out due to schedule issues. Baldwin was replaced by David Rasche. Betty White was also supposed to have an unknown cameo role, but dropped for unknown reasons.
- Yuri Lowenthal played Knuckles in the trailer, however; this scene was cut from the final film for unknown reasons.
In 2009, following the success of the first movie and it's sequel (which made a combined $1.03 billion!!), Sony began to work on the third film. By February 2011, the production of the film was pushed back another 2 months for the second time as a result of ongoing script issues.  When production resumed, the crew began shooting a film that didn't have an ending. Rick Baker said, “It was a crazy production. We had a writer actually on the soundstage writing the words moments before the guys had to say them. I don’t think that’s any way to make a movie. But I’ve seen a rough cut and I was actually shocked at how good it was.”  The budget of the film ended up reaching a whopping $215 million, which apparently increased as a result of Will Smith's personal demands, which included an over-sized trailer and the re-shooting of scenes. It's also been reported that Smith accidentally revealed that Lady Gaga will appear in the film.  After all of these problems, people have expressed concern. However, opinions of the film have turned good after previews and props seen at Comic-Con.
- Michael Bay expressed interest in directing however Barry Sonnenfeld convinced lots of people handling MIB 3 that he had a strong vision for the film.
- Screenwriter David Koepp, who was originally involved with Men in Black II but left to write Spider-Man, signed on permanently for this film.
- Sacha Baron-Cohen was considered for the role of Boris
- Betty White was originally rumored to have a role.
- This is Will Smith's first film in 3.5 years, since the release of Seven Pounds in December 2008. This is the longest he has gone without appearing in a movie since his film career started in 1993.
- Gemma Arterton was originally cast as young Agent O but scheduling conflicts prevented Arterton from taking the role.
- Josh Brolin plays a younger version of Tommy Lee Jones' character Agent K. Brolin's wife Diane Lane appeared with Jones in Lonesome Dove (1989) (TV). In the sequel, Streets of Laredo (1995) (TV), Lane's role was taken over by Sissy Spacek, who played Tommy Lee Jones' wife in Coal Miner's Daughter and is the cousin of cast member Rip Torn. Both Josh Brolin and Tommy Lee Jones starred in the 2007 film No Country for Old Men although their characters do not meet in the film. They also both starred in Valley of Earth which also came out in 2007
- The previous film Men in Black II released the same year as Spider-Man. This film, the sequel, released ten years later; the same year as the reboot The Amazing Spider-Man.
- This is the second trilogy Steven Spielberg produced that involves Apollo 11 in its storyline. The first was Transformers: Dark of the Moon 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. Brolin is also only seven months older than Will Smith.
- The quote by Agent J, "Call me dumbass one more time", is a possible reference to Hancock, another movie Will Smith starred in.
- In MIB 3, no reference is made to Agent K's wife who he left behind when he joined the MIB, it was suggested from what Agent J was saying to Agent K at one point, that it was implied in MIB 1 that K was quite grumpy because of been away from his wife, in MIB 2 Princess Lauranna's death also affected him, K in 1997 claimed to J being swallowed by a giant cockroach was one of a million memories he did not want to have.
- One of the headstones seen at Zed's funeral bears the letter M, possibly referring to Michael Jackson who spoke with Zed about becoming "Agent M" in Men in Black II.
- No characters who debuted in Men in Black 2 were seen in Men in Black 3.
- The time travel device requires about 150 mph (67.2 m/s) of speed to activate, as calculated by the acceleration of an object falling from the Chrysler building. The Satrun V rocket is half as tall as the point on the 61st floor of the Chrysler building from which J leaps.
- When Boris and J make their initial time jumps to 1969, they each create a second, older copy of themselves in the altered timeline. However, when J time jumps in the final fight, this does not result in a third copy of himself - he instead jumps into his own body, several seconds before, while retaining memory of the time he jumped back over. This may be explained as a second operating mode of the time jump device, or as a consequence of very short jumps.
- Griffin tells J that when K shoots off Boris' arm the timeline will be restored and K will not even remember his presence. However, K clearly does when the Colonel asks him about where J is.
Both Will Smith and Tommy Lee Jones have said that they would "consider" appearing in a Men in Black 4. Jones said it would be "easy to pick up where we left off. We know what we are doing, we know how to do it. It's just a hell of a lot of fun. In July 2012, Columbia chief executive Doug Belgrad said: "We're very pleased with the financial performance of Men in Black 3, and we believe it is an ongoing franchise. We're going to do [another one], but we don't have clarity yet on how it should be done." Barry Sonnenfeld said: "Will's kind of really smart, but as I said, kind of really annoying, too much energy. When he would get too rambunctious, I would tell him that for Men in Black 4, Will is out and [his son] Jaden Smith is in … if we continue on this path, it won't be released until 2032 but it will be damn good." Will Smith said that: "Jaden is already 14 years old, so he's at that mythological boys age, you know – it's time for his bro-mitzvah. So he's right at that place ... He's ready to test me so he can't come anywhere near my movies right now!" 
|Men in Black Series|
|The Men in Black (Issues) | Men in Black: The Series (Episodes) | Men in Black | Men in Black II | Men in Black III | MIB|