Men in Black 3 (2012)

Last updated:
August 11, 2025

Men in Black 3, directed by Barry Sonnenfeld, is the third installment in the beloved sci-fi comedy series. This time, the story adds a time travel twist, taking Agent J (Will Smith) back to 1969 to save his partner Agent K and prevent an alien invasion. It’s a mix of humor, heart, and surprisingly touching character revelations.

Table of Contents

Detailed Summary

Opening: Boris the Animal Escapes

The movie begins with Boris the Animal (Jemaine Clement), a deadly alien assassin, escaping from a high-security prison on the Moon with the help of his lover. Boris has a grudge against Agent K (Tommy Lee Jones), who captured him in 1969 and shot off his arm. Boris vows to go back in time to kill K before the arrest ever happens.

The Disappearing K

Back in the present day, J and K are still working together, but K seems unusually reflective and distant. Suddenly, after Boris time-jumps to the past, K vanishes from the present timeline—no one but J even remembers him. J learns from Agent O (Emma Thompson) that K died in 1969, killed by Boris. The only way to restore the timeline is for J to travel back in time and save him.

Agent J Travels to 1969

J uses illegal time travel technology, jumping off a skyscraper to slip through a time fracture. He lands in 1969 New York and quickly encounters a younger Agent K (Josh Brolin), who initially arrests him. The younger K slowly begins to trust J as they uncover Boris’s plan: to assassinate K and prevent the launch of the ArcNet, a defense shield that will protect Earth from Boris’s species, the Boglodites.

Meeting Griffin, the Fifth-Dimensional Being

The two agents meet Griffin (Michael Stuhlbarg), an alien who can see all possible futures simultaneously. Griffin has the ArcNet device needed to protect Earth but warns them that the timing and location of its deployment are critical—it must be attached to the Apollo 11 rocket so that it can be deployed in space.

The Launch Site Showdown

Boris from the past and Boris from the future both converge on Cape Canaveral to stop K and J. In a thrilling final battle, J takes on future Boris while K fights past Boris. J manages to kill future Boris, while K captures past Boris—just as history originally recorded.

Movie Ending

The most emotional twist comes after the fight. J witnesses a young military colonel approach K to thank him for protecting Griffin and the ArcNet. The colonel’s young son waits nearby—this boy turns out to be a young Agent J. Moments later, Boris kills the colonel, and K eliminates Boris in front of the child. K then erases the boy’s memory to spare him trauma, setting J on the path that will one day lead him to become a Men in Black agent.

This revelation explains why K has always been so protective of J—they share a deeper, almost father-and-son bond that J never knew about until now. Back in the present, J and the older K enjoy a quiet moment together, with J now understanding why K has always been the way he is.

Are There Post-Credits Scenes?

Yes, there is a mid-credits scene. It’s a humorous callback where the Men in Black control room operator Jeff the Worm from Men in Black II makes a short appearance, playing a video game. There is no major story tease for a sequel.

Type of Movie

Men in Black 3 is a science fiction action-comedy with time travel elements, blending slapstick humor, alien tech spectacle, and emotional character arcs.

Cast

Will Smith as Agent J
Tommy Lee Jones as Agent K (present)
Josh Brolin as Young Agent K
Jemaine Clement as Boris the Animal
Emma Thompson as Agent O
Michael Stuhlbarg as Griffin
Mike Colter as Colonel James Darrell Edwards Sr.

Film Music and Composer

The score was composed by Danny Elfman, continuing his work from the previous Men in Black films. It combines quirky, jazzy motifs with action cues, perfectly matching the film’s mix of humor and danger.

Filming Locations

New York City, USA – Most present-day sequences and some 1969 scenes.
Brooklyn and Coney Island – Featured in both modern and period-specific set pieces.
Cape Canaveral, Florida – The Apollo 11 launch scenes, though partially recreated with sets and visual effects.

These locations were crucial to grounding the time-travel concept in recognizable history, especially linking the ArcNet to the Apollo mission.

Awards and Nominations

Nominated for Best Makeup and Hairstyling at the 85th Academy Awards.
Won several minor sci-fi and visual effects awards.

Behind the Scenes Insights

Josh Brolin studied Tommy Lee Jones’s mannerisms extensively, nailing K’s speech patterns so well that some thought Jones dubbed his lines.
Will Smith pushed for a stronger emotional core in the story, which led to the father-figure reveal at the end.
Filming was temporarily halted to rewrite sections of the script, especially the third act.

Inspirations and References

The film takes heavy influence from classic 1960s New York culture, the Apollo space program, and pulp sci-fi time travel stories. The character Griffin draws on the “observer” archetype found in philosophical sci-fi like Slaughterhouse-Five.

Alternate Endings and Deleted Scenes

One deleted scene showed J meeting a 1969 version of Agent O, adding a romantic subplot for young K. Another alternate ending involved J preventing his father’s death but ultimately deciding against changing history after Griffin warns of dire consequences.

Book Adaptations and Differences

The official novelization includes more background on Boris’s species and their war with humans, along with extra Griffin visions showing possible timelines.

Memorable Scenes and Quotes

Key Scenes

J’s jump from the skyscraper into the time fracture.
The diner scene where Griffin explains multiple possible futures.
The Apollo 11 launch sequence with dual Boris fights.
The emotional reveal of young J at Cape Canaveral.

Iconic Quotes

Boris: “It’s just Boris.”
J: “You know, I’ve noticed the older we get, the less we talk.”
Griffin: “A miracle is something that seems impossible but happens anyway.”

Easter Eggs and Hidden Details

The Apollo 11 security guards include cameos from the filmmakers.
Jeff the Worm’s mid-credits appearance is a nod to Men in Black II.
The “noisy cricket” gun makes a brief return in 1969 form.

Trivia

Josh Brolin improvised some of young K’s dry humor.
Will Smith’s daughter Willow was originally cast but dropped out due to scheduling conflicts.
It’s the most expensive Men in Black film, costing around $225 million.

Why Watch?

Because it’s the rare trilogy closer that delivers both laughs and heartfelt closure, giving real emotional weight to the J–K partnership while still serving up zany aliens and time-travel fun.

Director’s Other Movies

The Addams Family (1991)
Get Shorty (1995)
Wild Wild West (1999)
Men in Black (1997)
Men in Black II (2002)

Men in Black 3 (2012)