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".
On July 16, 1969, Agent K (Tommy Lee Jones) apprehended the intergalactic criminal Boris the Animal (Jemaine Clement) at Cape Canaveral in Florida before setting up the ArcNet shield, which protected Earth from an invasion by Boris' species and rendered them extinct. Over 40 years later, Boris escapes from the LunarMax Prison facility on the Moon and arrives on Earth, intent on taking revenge on K - who took away his left arm during his arrest. After investigating a spaceship crash in New York City, K and Agent J (Will Smith) attend to the MIB Headquarters so K can give a speech about Zed after his death.
K and J go to a restaurant in New York City and discover that most of the customers there are aliens. This results in a fight between the Agents and the Aliens. In the kitchen, K finds Mr. Wu dead by getting shot by Boris. Meanwhile, J attempts to fight an alien fish. After killing him, he meets up with K in the roof and fight Boris with K. After failing to kill K and J, Boris tells K that he is already dead. K refuses to tell J about the incident at Cape Canaveral. That night, K talks with J on the phone and after J hangs up, K gets a weapon to protect himself from Boris. However, K suddenly disappears from his apartment.
The next day, J notices that K is no longer in his apartment. He finds out that a woman and a child live there now He arrives at MIB headquarters to discover that nobody knows K except for O. She tells him that K has been dead for over 40 years Agent O (Emma Thompson) , the new Chief after Zed's death, deduces that there has been a fracture in the space-time continuum based on J's insatiable craving for chocolate milk to ameliorate his headaches. J comes to the conclusion that Boris acquired a time-jump device and traveled back to 1969 to kill K, resulting in an inevitable invasion of Earth due to the absence of the Arc Net. J goes to Jeffrey Price (Michael Chernus), a black market dealer who sold Boris the time-jump device, and acquires one of his own with the goal to find the younger Boris and end his life in the hopes of saving K and the Earth. As the time-jump device needs a certain amount of velocity to activate, J must jump off the Chrysler Building to make the time-travel. He travels to July 15, 1969 - one day before the incident involving Boris and Agent K.
Upon arriving at the timeline, J travels to Coney Island, knowing that Boris will be committing a murder based on the database records he accessed beforehand. However, a younger K (Josh Brolin) arrests him and had him placed in a larger, more primitive Neuralyzer. At the very last second, J convinces K to stop the process when he reveals the truth of his mission and advises that if he sees Boris, he must kill him. They eventually work together and follow Boris' trail. Their clues lead them to a prescient alien named Griffin (Michael Stuhlbarg) , who is in possession of the Arc Net. Being able to look into multiple probable future outcomes and scenarios, he warns the two agents of Boris' impending arrival and hurriedly leaves the venue.
Based on the clues left for them, the Agents locate Griffin, who gives them the shield that has to be placed onto the Apollo 11 lunar rocket launch occurring in less than six hours. Upon arriving at Cape Canaveral, the two agents and Griffin are quickly arrested by military police. The Colonel (Mike Colter) in the scene, however, allows the two agents to carry on their mission after Griffin uses his precognitive power to show them what great men they are.
J and K arrive at the launch pad, but are confronted separately by both 1969 and modern-day incarnations of Boris. Modern-day Boris impales J with his spikes before they both fall off the pad; however, J uses the time-jump to travel back to the beginning of the fight and avoid the spikes before pushing the criminal off the pad into the fiery exhaust gases of the rocket. Meanwhile, as K battles the younger Boris, he ruptures a fueling hose, causing it to spray liquid nitrogen on Boris' left arm and shatter it. K then successfully plants the Arc Net on the rocket, which deploys after leaving the Earth's atmosphere. The Colonel congratulates K, who in turn invites him to join the agency. However, Boris emerges from the blast chamber and kills the Colonel before he changes into his true alien form only to be disintegrated by K within seconds. A young boy, who is revealed to be a young J (Cayen Martin), arrives at the launch site looking for his father, but is slowly coaxed away from the gruesome truth by K while old J looks on in sadness. K neuralyzes young J, telling him that his father was a hero and a great man, then walks with him along the beach holding his hand. Old J then realizes the colonel who was killed by Boris was actually his father.
J returns to 2012, where he meets up with K at the usual diner. There, he shows K his father's pocket watch. K, in return, tells him it was an honor to have met him that fateful day. As they leave the diner, Griffin - who is a few seats away, tells the viewer that was a close one, except for an inevitable asteroid impact on Earth because K forgot to leave a tip. But when K returns to leave his tip, the asteroid hits a satellite, destroying it.
- 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.
A video game based on the film titled MIB: Alien Crisis is set to be released in May Activision have claimed rights to the game.
- 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, releases ten years later; the same year as the reboot The Amazing Spider-Man. Die Another Day was released in 2002 and ten years later SKYFALL is set to be released a reboot of the 007 series, MIB unlike Spiderman and 007 has not been rebooted, although was just changed for a new theme with the 1960's and all.
- 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 177.16 mph, or 79.2 m/s, of speed to activate, as calculated by the acceleration of an object falling from the Chrysler building.
- 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!" 
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