MEN IN BLACK 3 Movie Production Notes

Josh Brolin, Emma Thompson, and Jermaine Clement join the cast with Agents J (Will Smith) and K (Tommy Lee Jones).   J has seen some inexplicable things in his 15 years with the Men in Black, but nothing, not even aliens, perplexes him as much as his wry, reticent partner. But when K's life and the fate of the planet are put at stake, Agent J will have to travel back in time to put things right. J discovers that there are secrets to the universe that K never told him -- secrets that will reveal themselves as he teams up with the young Agent K (Josh Brolin) to save his partner, the agency, and the future of humankind.   WATCH THE TRAILER
“The Men in Black movies are about the relationship between J and K,” says Will Smith, who returns to one of his signature and favorite roles, Agent J, in Columbia Pictures’ Men in Black 3.  “This movie brings that home – it’s about the power and origin of their relationship.  It’s actually an idea we’ve had for years – we had the concept before the second movie – but it needed time to mature.  What we had to do was elevate the story, and the only way to do that is to go deeper, deeper into the characters, deeper into the revelations that the movie would reveal.”

“The relationship between J and K has been both contentious and affectionate at the same time throughout the movies,” says Tommy Lee Jones, who again dons the suit and shades to play Agent K.

It has been ten years since the Men in Black were last seen protecting the Earth from the scum of the universe, and since then, there has been rampant speculation about a third film – but Smith says that it was always a given that there would be a third film.  “We came to a point where we all felt that we had a fresh and compelling story that took the audience to a time and place they had not seen in this franchise,” says Smith.

For his part, Will Smith was excited to put the black suit and shades on again.  Agent J is one of his favorite characters and as he made his long-awaited return to the role there was nothing quite like getting into costume.  “You can’t beat the black suit,” he says.  “It’s such powerful, iconic imagery.  You put on the suit and the shades and it throws you into the mental space of the Men in Black.  It’s like a childhood fantasy – you know things that the other people don’t know and you’ve got the most important job in the world.  The seven-year-old boy in me comes running out when I put the black suit on.”

Tommy Lee Jones was similarly enthusiastic about playing the gruff Agent K.  He says, “Any time you go to work with Will Smith is going to be a happy day, and Will and Barry together make it an even happier day.  They are wonderful people to work with.”

The story of Men In Black 3 takes the filmmakers back – back to the characters’ origins, back to the key moments of their relationship, to focus on the key elements that have kept them at arms’ length from each other for 15 years – and looked for ways to resolve the conflict.  The answer came in sending Agent J back – back in time.  

“We wanted the movie to be both familiar and different,” says Barry Sonnenfeld, who has taken the helm of all three Men In Black films.  “What’s familiar is the characters and premise of the Men in Black and who they are.  We wanted to bring Will Smith and Tommy Lee Jones back together again.  But we also wanted something new and inventive, and that came in the time travel element.”

“At the beginning of the movie, J and K are still partners – but they haven’t learned much about each other in all their time together,” says producer Walter F. Parkes.  “In fact, at the very beginning of the story, the character of Zed has recently died and K gives a eulogy that provides no information whatsoever about him.  This despite the fact that Zed was supposedly his best friend for 45 years.  It makes J think, after all these years, what do I really know about the guy sitting next to me?  That is the foundation for our story, and it coincides with the escape of an alien, Boris the Animal, that K put away 40 years earlier, in 1969 – and he’s coming back for some kind of payback on K.”

Some kind of payback, indeed: Boris jumps back in time to 1969 and kills K.  No one in 2012 has any memory that K wasn’t murdered 40 years earlier – no one except J, who is wondering what happened to his partner.  To save K, J follows Boris back into the past – and as he does, he sees an opportunity to learn more about his partner.  “J sees saving K as a great opportunity to learn secrets about K – he thinks he’ll find out why K is so grumpy and reserved,” says Sonnenfeld.  “But as it turns out, the young Agent K is open, friendly, and interested.”

In 1969, Agent K is played by Josh Brolin, who gives a sly, smart performance as Young K that channels Jones’ mannerisms and characterizations while also making the character his own.

“We shot the acts sequentially – we had Tommy playing K in the first act, then Josh came in playing K for the second act and almost all of the third act, and then in the last week of shooting we got Tommy back,” says Sonnenfeld.  “What I found amazing was that I kept thinking I was directing one actor; the performances were so consistent that it was hard for me to tell where Tommy Lee Jones ended and Josh Brolin began.  For me, it’s not about Tommy playing K or Josh playing K.  It’s just K.”

“I’ve seen the first film 45 or 50 times – I’m not exaggerating,” says Brolin.  “I’m a huge fan of the chemistry between Tommy and Will.  Tommy’s voice has a cadence to it that’s very specific to Men In Black – it’s very different from the way he speaks in life.  I just listened to it and listened to it and listened to it until I started dreaming about it.  I don’t know if I got it, but my friends would tell me that I sounded like him.  I’d go out to dinner, and I’d hear, ‘You’re ordering like Tommy.’”

Of course, even as the movie explores the characters’ relationships, it isn’t a heavy drama.  It’s Men In Black, and that meant it would deliver trippy Rick Baker aliens, cool gadgets, and big laughs.  All of that adds up to an irresistible tone that isn’t quite like any other film.  Sonnenfeld says that the key to the tone – the only way to make the movie really funny – is for everyone to play it entirely straight.  “I want the situations to be funny, but the performances to be real, so I don’t want the actors trying to be funny,” he explains.  “I don’t want the composer to think ‘comedy,’ because then the music will be comedy music.  I don’t even want the cinematographer or the lab that develops the film to think it’s a comedy, because the next thing I know, it’ll look too bright.  If I can surround the absurd situation with something real, it’ll be a great comedy.”

The team behind the scenes includes seven-time Oscar®-winner (including one for his work on Men In Black) Rick Baker designing the aliens; five-time Oscar®-winner Ken Ralston and Jay Redd supervising the visual effects; Director of Photography Bill Pope, who shot the Matrix movies and Spider-Man™ 2 and 3; production designer Bo Welch, who creates not only the futuristic world of the Men in Black in 2012 but also the retro-futuristic world of 1969; Editor Don Zimmerman; music by Danny Elfman, the film’s composer; and costume designer Mary Vogt, who dressed Messrs. Smith and Jones in their iconic black suits the first two times around as well.  

According to Parkes, it was Baker’s idea to have a little fun in his alien designs.  “He came in one day and said, ‘What if the aliens in 1969 were 1960s aliens, retro-futuristic aliens that reflected our collective memory of that time and a more innocent approach to sci-fi?’  It was just such a charming idea, and everyone went for it.”

“The aliens capture a texture, a wonderful sense of humor, and a clever inventiveness that lends itself to this world,” says Smith.

The demands of the film required close coordination between Baker and Ralston – each legends in their respective fields of make-up and visual effects who have known each other since their teenage years.  “I was excited to be working with Ken,” says Baker.  “I thought, ‘Now we can really do a nice marriage of our techniques.’”  Knowing each other as well as they do, Baker and Ralston could work out whether make-up, animatronics, or CG provided the best solution to each design challenge on a case-by-case basis.

Bringing it all together is director Barry Sonnenfeld.  Josh Brolin says, “You couldn’t have Men In Black without Barry.  He brings a style and energy to what he does that makes this franchise what it is.  You couldn’t ask for a more perfect choice to direct these movies.  You watch him as he’s directing a scene and he is so into it, viscerally into it.”

“Barry has a very, very good visual sense – I think because he used to be a DP,” says Rick Baker.  “But maybe his greatest skill as a director is to be open to the ideas of the people around him.  He hires people that he believes in and knows are good, talented people – and he genuinely wants their opinions about the work they are doing.”


When Agent J jumps back in time to 1969, he almost immediately comes into contact with the man who will become his partner in 25 or 30 years – Agent K.  The filmmakers turned to Josh Brolin to build on Jones’ performance as the older K to interpret and channel the character as a young man.

“You’ll hear all the time a producer say, ‘Well, if we didn’t find this particular actor, we could never have cast the role’ – but that was never more true than with Josh playing this part,” says producer Walter F. Parkes.  “You can find a picture of Tommy Lee Jones as a lineman for Harvard and compare to a picture of Josh Brolin in Milk, with his hair cut in an early-1970s style.  It’s amazing – they’re dead ringers for each other.  But it’s not just about how he looks.  He had to deliver Tommy, but he couldn’t do an impersonation – he had to do an interpretation.  I think his performance is one of the delights of the movie.”

“Will and Tommy are an iconic duo,” says Brolin.  “It wouldn’t work if another actor came in as a third wheel.  But when they explained to me the plot of the film and my role – that J goes back in time to 1969 and I would play the young K – well, I’m in.  I’m in without even thinking about it, because there’s a character I want to play.”

“Being a part of this movie is crazy for me,” Brolin continues.  “When you go see a great movie, like Men In Black, you’re in the audience thinking, ‘Wow, I want to be those guys.’  You want to be that cool, to have that chemistry with someone.  And then you’re asked to do it – it’s like winning the lottery.  When I put on the suit, it was the most surreal feeling in the world – I felt like Superman.”

In approaching his role, Brolin says he relied on a careful mix of actors’ tools.  “I started with a caricature and whittled away from there,” Brolin explains.  “But we really created our own thing.  It was less about ‘How am I going to do Tommy?’ than finding a rendition of Tommy and then making it our own.”

“There’s a certain rapport or repartee that you’ll develop with an actor, and that becomes your timing, how you create,” Smith says.  “Josh had studied Tommy so well that there wasn’t a single missed beat when Josh came in. It was almost the identical chemistry, which is very difficult to come by.”


In casting the role of the bad guy – and Boris the Animal is a very bad guy – the filmmakers took flight and cast Jemaine Clement, best known for his role as half of the HBO duo “Flight of the Conchords.”  Walter F. Parkes, who had previously worked with Clement on the comedy Dinner for Schmucks, says that Clement has the imposing physicality and nuanced delivery that the part requires.  “What surprises me most about his performance in this movie is that he’s scary, he’s erudite, he’s mean, he’s funny, he’s charming – all rolled into one performance as Boris,” says Sonnenfeld.

How did he do it?  Well, Sonnenfeld says, there’s evidence that Clement is not of this Earth.  “Jemaine must be an alien, because no one could go through the four hours of makeup he endured every morning and still be in a lovely mood like he was,” says the director.  

What was it like to play Boris the Animal?  “It’s just Boris,” says Clement, channeling his character.  “It really grates him to be called ‘The Animal.’”

To play the role, Clement adopts a stilted English (inspired by English learning tapes) and a scene-stealing laugh.  “His laugh is described in the script as a horrible, guttural sound, so I just tried to do it as it was written,” he says.  “One of the first humans he meets when he gets to Earth laughs at him.  It’s a sound he’s never heard before – Boglodites don’t laugh, I guess – so to fit in amongst humans, he adopts it, but gets it quite wrong.”

At one point in the film, the Boris of 2012 meets the Boris of 1969. “It’s tricky,” says Clement.  “It can be hard enough to remember one set of lines.  Playing opposite myself, not only do you have to remember both sets of lines, but the scene is fairly fast-paced – on the second time around, I had to get the line in before the recording of myself says the next line.  And I had to react to myself the whole time.”

Michael Stuhlbarg turns in his own scene-stealing performance as Griffin, a nervous alien with a soft spot for the underdogs of human history.  He’s a guy who sees the downside, upside, and middleside of every situation as he lives in a realm of multiple possible realities and trying to figure out which of the many possibilities he is currently experiencing.  “He disappears, kind of like the White Rabbit, with J and K chasing after him,” says Stuhlbarg.  “It’s through the things that Griffin tells them that they learn where to find him next.  So he’s always ahead of them, which is kind of wonderful to play.”

Griffin speaks quickly – maybe too quickly for J and K to catch everything.  “Barry was very specific about what he wanted,” Stuhlbarg explains.  “Griffin is curious and anxious about the situation he finds himself in.  He speaks as fast as he possibly can because he’s living through all of these different realities, and he’s always trying to remember how it played out so it won’t happen again.”

Emma Thompson rounds out the lead cast as O, the new head of the MIB, taking over for the recently departed Zed.  “Just about the only aspect of Zed’s leadership that she’s inherited is his irritability,” she jokes.  

“I think it’s impressive that a woman can be the head of this powerful organization, although it does call the name of that organization into question,” she says.  Still, she admits, “I don’t think ‘People in Black’ works quite so well.”

Thompson says that finding the right tone to her performance was demanding and tricky.  “It has to be absolutely serious but also very funny, or sometimes very emotional then switching immediately,” she notes.  “Luckily, all of my training is in comedy, so it was great fun for me, even if technically, it was very demanding.”

The cast is also peppered with impressive cameo performances, including Bill Hader, who turns in a memorable scene as Andy Warhol when J and K crash The Factory in 1969.  He recalls, “We were filming a scene, Barry called ‘Cut,’ and I couldn’t help it – I turned to Will Smith and said, ‘Dude, I’m in a Men In Black movie!’” he says, laughing.  “Will said, ‘I know!’”  

Alice Eve also joins the cast as the young O, who in 1969 is a young colleague of the Men in Black but is destined for a greater role.  In addition, onetime Pussycat Doll Nicole Scherzinger opens the movie in flamboyant fashion as she brings a special gift to Boris in prison.


Four-time Oscar® nominee Bo Welch, who designed the previous two Men In Black films, returns for thirds.  “The film is set in New York, which has always considered itself the center of the universe as we know it,” he says with a wink.  “The irony is that it turns out New York is the center of a larger universe where aliens come and go, migrating across several galaxies.”

And why not?  “New York has a vibe to it that I think would allow aliens to feel right at home,” says Sonnenfeld.  “To this day, when I walk through Times Square and I see some of the people, I go, ‘Mmmm…. Not human.  That’s an alien.’”

The MIB films are always a challenge for production design, pushing the boundaries of reality while staying within the realm of the possible, but Welch would have an additional challenge this time around as he would have to design two worlds – one taking place in 2012 and another in 1969.

As the conceit is that the MIB have remained in the same space for over 40 years – with that space updated with the times – Welch created the 2012 MIB headquarters set for the scenes in the first act, then, during the film’s holiday hiatus, re-dressed the entire set for 1969.  “We changed basically every square inch,” he says.

Upon their return for the first day of filming, the actors were in for a pleasant surprise.  “I walked into the 1969 headquarters and it was like magic,” says Smith.  “Bo has been able to create and re-create that quintessential Men In Black look – I’m happy to be on his team.”

Among the additions to the 1969 HQ are a couple of vast rooms containing an acre of Univac computers and the MIB neuralyzer.

In keeping with the rest of the tone of the film, Welch says he never went for an obvious laugh.  “I’m not designing things to be humorous.  They just happen to be funny,” he says.  “I tried to put myself in 1969 and ask myself, ‘What would it really be like?’ If you stay too far ahead, you haven’t capitalized on the joy and fun of time travel.  I take my cues from the material and, in this case, 1969 gives you a huge, deep vast mine of inspiration to generate the props, the sets, the weapons, the vehicles.”

A major set piece for Welch that required close interaction with VFX supervisor Ken Ralston is the Apollo 11 moon launch of July 16, 1969.  “I see a lot of movies where the explosions and effect all feel very digital, sort of like a video game,” says Sonnenfeld.  “For me, the best effects are the ones that you don’t even know that they are effects.  That’s what Ken is so good at – his effects are all about reality.  He watches the way I direct the scenes and works with Bill Pope, the cinematographer, and Bo, and we all work together, as a team, with a singular, unified viewpoint.”

Welch and property master Doug Harlocker also did their research into Andy Warhol’s Factory.  “One thing Bo found was that Warhol put up aluminum foil in his place, so we did that, too,” says Harlocker.  The propmaster also created pieces that reflected the high pop art aesthetic of the period.  “They had interesting buffets that were more art than food, so we sculpted a large boar and put it on a bed of apples, as though it was bleeding fruit,” he says.

Re-creating New York in 1969 also required Welch’s and Ralston’s expertise.  “New York has changed so much in the last 40 years,” says Welch.  “We picked our locations carefully, and then augmented with dressing and signs.”  

The filmmakers were also responsible for rebuilding Shea Stadium and presenting it in its glory days of 1969, and Harlocker was responsible for helping to give the stadium its authenticity:  “Banners or pins from Shea Stadium, period Cracker Jack boxes, the proper kind of paper cup that beer was dispensed in – all of that we either had to generate or find through collectors.”


Rick Baker’s inventive (and Oscar®-winning) aliens are a vital part of Men In Black, so it’s no surprise that the legendary artist returns for Men In Black 3.  For Baker, working on the Men In Black movies is especially fulfilling because the films inevitably require him to design in so many different ways: “Some films are straight makeup – say, we’ll do age makeup.  Others will call for fake bodies or heads.  Others, we’ll make animatronic characters and puppets.  The Men In Black movies involve all of those things – and I got to design for the computer-generated stuff as well.  We ended up making about a hundred aliens for this movie, and you could have made a whole story about any one of them.”

Sonnenfeld says that Baker’s sensibilities mesh perfectly with the “play it straight” tone he brings to the rest of the movie.  “You don’t want to design weird, wacky aliens,” he says.  “If the aliens are funny, you want it to come out of observational humor, or their attitude, or the audience thinking, ‘Oh, that’s interesting.’”

Production designer Bo Welch says that before finalizing his set designs, he first looks to Baker’s creations to make sure everything will mesh.  “He designs fabulous aliens and I design an environment that highlights them,” he says.  “We use a very tightly controlled palette, so the textures, shapes, and colors of the aliens can breathe and be seen and enjoyed in their full glory and splendor.”

For the 1969 sequence, Baker came up with the idea that the aliens would be “retro” – that is, inspired by the aliens seen in 60s-era sci-fi.  “The challenge on the first Men In Black movie, and it’s stayed our challenge since then, is to do aliens that look unlike any aliens that we’ve seen before,” says Baker.  This time around, Baker pitched the filmmakers on a unique solution: “Let’s intentionally do aliens that look like something we’ve seen before, only a better version of them.  Let’s imagine that the guys who made monster movies back in the 50s and 60s really happened to see a real alien and based their monster design on that.  And they liked that idea.  That was where I really had fun on this movie – to do my version of those classic science fiction aliens as a lot of fun.”

How does one design a retro alien?  “Lots of brains and veins, stuff like that,” he says.  “We have an alien based on a fish, definitely from an aquatic world.  I have a cameo in the film, where I’m an alien with an exposed brain.  By comparison, our 2012 aliens are much more sleek and polished.”

Of course, Baker also designed the lead alien: the bad guy, Boris the Animal, played by Jemaine Clement.  Baker designed a very badass biker costume, complete with goggles that seem to be embedded deep in Boris’s eye sockets.  “I got the chance to make Jemaine into something he really isn’t,” says Baker.  “He’s really a very gentle man, but in the costume, he is much more menacing – and, the women on set have told me, sexy.”

“When I first came in, Rick Baker sat me down and asked, ‘Are you claustrophobic?’” Clement recalls, laughing.  “He asked me all of these questions – I’m not sure if they were intended to scare me, and they did scare me a little.  He also mentioned that a lot of people who do a makeup-effects character only do it once in their careers.”  And with good reason: on his first day on set, Clement spent eight hours in the makeup chair (a total that was soon streamlined to three-to-four hours once they established a rhythm).  

Of course, it’s not all aliens and monsters.  Make-up artist Christian Tinsley was tasked with making Josh Brolin look just a little more like Tommy Lee Jones: the actor was fitted with a mold of Tommy Lee Jones’s nose that was found in the studio archives from 20 years ago.  

In addition, Baker transformed Bill Hader into Andy Warhol.  “I really enjoyed the couple of days I spent with Bill, doing his makeup, because we love the same kinds of movies.  We had a lot of fun talking while we were doing the makeup,” says Baker.  “And, it turns out, he’s a fan of my work, so he knew what to expect – he was good in the chair.”

In the end, it seems that when Baker is working on the Men In Black films, he’s like a kid with his hands on a really great practical joke.  “Emma Thompson said to me that one of the things she liked about the first two Men In Black films was that the aliens aren’t necessarily in your face all the time, but they’re there.  You know, an alien might appear for only a few frames past somebody in the Men in Black headquarters, but it’s fun to do that.  I think it’s cool to put in aliens that people won’t even see until their fourth or fifth time around.  For example, in this movie, in the Coney Island sequence, there’s a crazy alien in the back playing pinball.  You have to look for it.”


“The Men In Black cars have always been cool,” says Sonnenfeld, meaning they would have to find a car suited to the MIB from 1969.  Their answer: the Ford Galaxy.  “Not only does it have an iconographic look, but anything called the Galaxy seems like it belongs in our movie,” Sonnenfeld explains.  

Welch says that the car stands out for its oversized beauty.  “We went with the two-door version, which I think is so much better looking than the four-door.  It’s got a great tail – everything about it evokes space travel to me.”

Of course, that’s not J and K’s only way of getting around 1969 New York: they also have monocycles, single-wheeled vehicles with a gyroscopic center seat.  

The monocycle is the only way to keep up with Boris, who has his own menacing ride.  “We wanted a bike that blends in with 1969 biker culture, but also fit Boris’s design, meaning it should incorporate organic and hardware in beautiful harmony,” says Welch.  

The 9½-foot-long bike weighed 800 pounds and reached 100 mph.  “It’s half-creature, half-jet engine,” says Harlocker.  “It’s an amalgamation of all sorts of technologies.”

Another integral element to the MIB universe are the myriad gadgets and weapons used by the agents – only now, we get to see some of the earlier, prototype versions during the 1969 scenes.  

For example, the memory-erasing neuralyzer is, by 2012, sleek.  By contrast, in 1969, the neuralyzer takes up an entire room at headquarters.  “In 1969, it’s the same shape, but a hundred times larger and powered by tubes,” says Welch.  “As our technology always does, it got smaller and cleaner by 2012.  Back in 1969 it was still large and clunky – and yet gorgeous.”

“The inspiration was MRIs,” says Welch.  “You get loaded into the machine and spit out the other side.  It’s loud and violent and horribly dangerous because it’s new technology that hasn’t been refined yet.”

Harlocker’s team constructed a vessel weighing 6,000 pounds, 18 feet long and 14 feet high, in which only one person could be neuralyzed at a time.  “One of the things we tried to do with the 1969 scenes was make things big and cumbersome.  I think that’s funny,” he says.

Perhaps the most lethal weapons in the movie belong to Boris.  Clement explains: “Inside Boris’s hands lives his henchman, which we called his ‘weasel.’  It is a horrible, vicious creature that fires porcupine-like, deadly sharp quills, usually into people’s foreheads.”  The weasel was a collaboration between Ralston and Baker, and the quills were carried out from Baker’s design and realized by Harlocker’s team, as they manufactured, painted, and added hair to 125 quills based on Baker’s design.


You can’t have the Men in Black without their iconic suits, so putting the men back in black was costume designer Mary Vogt.  

One might think that a black suit is a black suit, but costumes aren’t fashion: each of the leads would require a number of suits, each designed to do a specific task.  “Will and Josh each have about 25 suits,” says Vogt.  “They do different things – there are suits for harnesses, for stunts, for hero shots.”

If 25 suits for each of the leads sounds like a lot, get a load of Boris’s threads count.  “He has a different outfit for every different stunt,” says Vogt.  In recalling the days of easy riders, Vogt says, “we gave him a light-colored motorcycle jacket with fringe, bandana, and glasses – we wanted the audience to immediately be able to tell the difference between 2012 Boris and 1969 Boris,” she explains.

Of course, it also fell to the costume designer to dress the women in the film.  Vogt had originally planned on dressing Emma Thompson’s character, O, in a pantsuit, but after seeing the actress’s impressive gams, she ended up putting her in a skirt-suit instead.  

Likewise, when Nicole Scherzinger arrived to play Boris’s paramour in the opening scene, the impulse to give her a “sexy librarian” look was scrapped in favor of a straightforward sexpot.  “She’s Nicole Scherzinger.  She looks fantastic in a tiny, sexy black dress and boots.  It’s a no-brainer,” says Vogt.  “She looked great in her quasi-Bettie Page hairdo, and she could walk in five-inch heels like they were bedroom slippers.”


Sony Pictures Imageworks’ visual effects legend Ken Ralston, who has won five Oscars® for his work, takes on the Visual Effects Supervisor role with Jay Redd, whose previous experience includes serving as visual effects supervisor on Imageworks’ CG-animated film Monster House.

Ralston explains that though several sequences in the film represented exciting VFX challenges – from building a prison on the moon to re-creating the Apollo 11 launch – the biggest challenge of all was to achieve a look that meshed with the film Sonnenfeld was directing.  “Barry has a very distinct style,” says Ralston.  “It’s very graphic, very distinctive to his movies.  Our designs had to be stylized, they had to live within his world, but at the same time, it had to feel believable – even when something unbelievable was happening.”

“Barry’s sensibility and his whimsical take on the material allowed us to play a little bit with what might be expected to be real,” says Redd.  

A good example is the time jump.  To go back to 1969, Agent J jumps off the 61st floor of the 77-storey Chrysler Building (don’t try this at home, kids – Agent J is a professional).  “Ken and I stood at the top of the Chrysler Building to take reference photos,” says Redd.  Looking down the 61 stories from the landing to the street, they started to wonder how long it would take for Agent J to fall in real life?  Turns out, just a few seconds.  To extend Agent J’s fall into a two-minute-plus sequence, not only would Ralston and Redd have to play with the physics, but also get across the idea that J is traveling through time.   “It’s a big challenge to show the audience what time travel looks like,” says Redd.  “Dinosaurs sure mean prehistoric, but how do we show that we are in the Depression, in World War II?  We looked for icons, and we started planning at where in the fall, where ‘on the building’ we would need to be in each section.  I think our building is about 800 stories tall, but nobody’s going to notice – it’s our job as artists and filmmakers to create the illusion that what’s happening could really happen in the real world.”  

Ralston was one of the very first people to join Sonnenfeld in working on the movie, and he ended up in a close collaboration with each of the department heads, from production design to wardrobe to mechanical effects, to help give each the benefit of visual effects when needed.  For example, production designer Bo Welch designed the monocycles that J and K employ to chase Boris through Queens in 1969 – then passed the torch to Ralston and Redd’s talented CG artists, who built the monocycles in the computer – some sequences entirely computer generated – and re-created New York in the 60s as the backdrop for the elaborate chase sequence.

But perhaps no collaboration was closer than with Baker’s makeup effects squad.  “Rick and I first met when we were 17, doing commercials – I’ve known him forever, but we’ve never worked together,” says Ralston.  “It was so much fun to have him around and work with him.”

The collaboration ranged from the simple to the extensive.  “You never know which alien Barry is going to grab and put into a close-up,” says Ralston.  “We could take some of Rick’s aliens and add some small things – say, some additional animation around the eyes, some blinks, antennae moving around, an extra limb.”  But Baker and Ralston also worked together to create Boris the Animal.  “Rick designed a very cool idea, where the head and a lot of the features look like closed fingers or claws,” Ralston explains.  “When he comes unglued or gets really angry, the fingers all open up and you start to see some of the strangeness inside his head.  Rick created the creature, and we talked all the time about what we could do with him, because there would come a point where we would take over and augment his work.”

Ralston and Redd’s teams also created several digital sets, from the prison on the moon that (it turns out) can’t hold Boris to Shea Stadium in 1969 (which, it turned out, couldn’t hold the Mets – the stadium was demolished in 2009 as the baseball team moved to Citi Field).  “The prison break is a pretty great way to start the movie,” says Ralston.  

The most elaborate digital set piece in the film comes at the climax, as J and Young K chase not one but two Borises through the gantry holding the rockets that would launch the Apollo 11 mission towards the moon.  The trick to the sequence is producing a faithful digital re-creation of an iconic event that everyone has seen hundreds of times while also creating everything that the director needs to tell the story.  “Reality is great, but sometimes, reality can be boring.  The Men In Black movies are all about creating a heightened reality, a fantasy reality.  We started with reality, then tried to go beyond but still have it feel like it’s in the real world,” says Redd.  “We had to have the iconic imagery from the Apollo 11 launch, but for dramatic or pacing purposes, we might have to change things – how many floors there are in the tower, how much smoke there is at a given time, how far the beach is from the rocket.  

“We try to make you believe that two agents and two Borises are running around fighting each other,” Ralston says.  “We have all the smoke blowing around, the steam, the vents, the really cool angles of the rocket.  The lighting has to have a certain quality.  It’s all stylized to feel like it’s part of the movie, but it also feels like they’re really there.”

Redd adds that the way the director – an accomplished director of photography in his own right before transitioning to directing – helped give the sequence a unique Men In Black feel. “Barry’s shooting style – wide angle lenses and lots of light – adds a sense of comedy while still retaining a sense of tension and pace,” he says.


Two-time Academy Award® nominee Will Smith (Agent J) has enjoyed unprecedented success in a career encompassing films, television, and multi-platinum records.  For his memorable portrayal of Muhammad Ali in Michael Mann’s Ali, he received his first Academy Award® nomination and that was followed by his second nomination for the true-life drama, The Pursuit of Happyness.

Smith is currently filming and producing After Earth under his Overbrook Entertainment production banner costarring Jaden Smith and directed by M. Night Shyamalan.

His extraordinary list of blockbusters includes I Am Legend and Hancock. He also thrilled audiences in such huge hits such as I, Robot, Independence Day, Men in Black and Men in Black II.  He does not limit his work to acting and, along with partner James Lassiter of Overbrook Entertainment, he produced, among others, Hitch, The Pursuit of Happyness, The Secret Life of Bees, Seven Pounds, Lakeview Terrace and The Human Contract, which marked the feature directorial debut of Jada Pinkett Smith. Overbrook’s most recent success was Columbia Pictures’ The Karate Kid, which was released June 11, 2010 and grossed over $343 million worldwide.

Smith won four esteemed titles at the 11th World Music Awards in Monte Carlo and an NAACP Image Award for Best Actor for his performance in Seven Pounds in 2009. Smith has also earned several Kids’ Choice Awards for movies such as Independence Day, Wild Wild West, Shark Tale, Hitch, and Hancock. Smith received the first ever Grammy Award for Best Rap Performance in 1989 for “Parents Just Don’t Understand” and has also won three additional Grammys for “Summertime,” “Men In Black,” and “Getting Jiggy Wit It.”

Smith has made it a mission to help others through his humanitarian efforts.  Among the issues most important to Smith are children’s education and outreach; in many and varied ways, Smith has long supported schools across the country.  Smith has focused his efforts to make a difference through the Will and Jada Smith Family Foundation, which Smith and his wife founded in 1997.  

Also through the Family Foundation, Smith is part of the Kanimambo Foundation, a non-profit organization that implements innovative programs in Mozambique to improve the state of education, orphan care, and HIV/AIDS education and medical assistance.

Among his many accomplishments, Smith was honored by the Museum of the Moving Image in 2006 and received the Simon Wiesenthal Humanitarian Award in 2009. He was given the prestigious Simon Wiesenthal award based on his “commitment to education, cultural diversity, and social responsibility.”

Smith serves as an ambassador for Nelson Mandela’s 46664 Foundation, the African response to the global HIV/AIDS epidemic.  In 2008, Smith became a National Board Member for Malaria No More, a foundation with a simple goal: to end malaria deaths everywhere.  Smith has also long been active in the Make a Wish campaign, granting wishes and supporting the foundation's efforts to better the lives of children with life-threatening conditions for over a decade and a half.

One of the most acclaimed and accomplished actors in Hollywood, Academy Award® winner Tommy Lee Jones (Agent K) brings a distinct character to his every film.

Jones made his feature film debut in Love Story and, in a career spanning four decades, has starred in such films as Eyes of Laura Mars, Coal Miner’s Daughter – for which he received his first Golden Globe nomination – Stormy Monday, The Package, JFK, Under Siege, The Fugitive, Heaven and Earth, The Client, Natural Born Killers, Blue Sky, Cobb, Batman Forever, Men In Black, U.S. Marshalls, Double Jeopardy, Rules of Engagement, Space Cowboys, Men in Black 2, The Hunted, The Missing, The Three Burials of Melquiades Estrada, A Prairie Home Companion, In the Electric Mist, The Company Men and Captain America: The First Avenger.

He was awarded the Best Supporting Actor Oscar for his portrayal of the uncompromising U.S. Marshal Sam Gerard in the box office hit The Fugitive in 1994.  For this performance, he also received a Golden Globe Award as Best Supporting Actor. Three years earlier, Jones received his first Oscar nomination for his portrayal of Clay Shaw in Oliver Stone’s JFK.

In 2007 Jones starred in the critically acclaimed film In the Valley of Elah for which he received an Oscar nomination for Best Actor and in the same year he starred in the Academy Award winning film No Country for Old Men written and directed by Joel and Ethan Coen and based on the Cormac McCarthy novel.

This year, in addition to his role in Men in Black 3, Jones will stars with Meryl Streep in Hope Springs opening August 10 and as Thaddeus Stevens in Steven Spielberg’s Lincoln, slated to open in December.

Most recently he completed filming The Emperor on location in New Zealand for director Peter Webber. Jones portrays General Douglas MacArthur.

In 1995, Jones made his directorial debut with the critically acclaimed telefilm adaptation of the Elmer Kelton novel “The Good Old Boys” for TNT.  Jones also starred in the telefilm with Sissy Spacek, Sam Shepard, Frances McDormand and Matt Damon.  For his portrayal of Hewey Calloway, he received a Screen Actors Guild Award nomination and a CableACE Award nomination.

In 2005, Jones starred in the critically acclaimed film The Three Burials of Melquiades Estrada, which he also directed and produced. The film debuted in competition at the 2005 Cannes Film Festival and garnered Jones the award for Best Actor and screenwriter Guillermo Arriaga the award for Best Screenplay for this film about friendship and murder along the Texas-Mexican border.

Most recently, Jones directed “The Sunset Limited” for HBO. This telefilm, which premiered in February 2011, is based on the play of the same name by Cormac McCarthy and starred Jones and Samuel L. Jackson.

Jones has also had success on the small screen.  In 1983, he won an Emmy Award for Outstanding Lead Actor in a Limited Series or a Special for his portrayal of Gary Gilmore in “The Executioner’s Song,” and, in 1989, he was nominated for an Emmy Award and a Golden Globe Award for Outstanding Lead Actor in a Miniseries or a Special for “Lonesome Dove.”

His numerous network and cable credits include the title role in “The Amazing Howard Hughes,” the American Playhouse production of “Cat on a Hot Tin Roof,” “The Rainmaker for HBO, the HBO/BBC production of “Yuri Noshenko, KGB” and “April Morning.”

In 1969, Jones made his Broadway debut in John Osborne’s “A Patriot for Me.”  His other Broadway appearances include “Four on a Garden” with Carol Channing and Sid Caesar, and “Ulysses in Nighttown” with the late Zero Mostel.

Born in San Saba, Texas, he worked briefly with his father in the oil fields before attending St. Mark’s School of Texas, then Harvard University, where he graduated cum laude with a degree in English.

Academy Award®-nominated actor Josh Brolin (Young Agent K) has emerged as one of Hollywood’s top leading men.  A powerful, sought-after film actor, Brolin continues to balance challenging roles in both mainstream studio productions as well as thought-provoking independents.

This year, in addition to Men in Black 3, will also star in the crime drama The Gangster Squad alongside a noteworthy cast including Ryan Gosling, Emma Stone, and Sean Penn.  The film recalls the LAPD’s efforts to reclaim their city from one of the most powerful mob bosses of the 1940s; it will be released nationwide by Warner Bros. on October 12th.  This summer, Brolin will begin shooting Labor Day opposite Kate Winslet.  The film, directed by Jason Reitman, will be released in 2013 by Paramount Pictures.  In addition, the actor will begin shooting Spike Lee’s remake of the cult 2003 Korean action thriller, Oldboy, produced by Mandate Pictures.

Brolin has perhaps become most known for his riveting performances over the last several years.  In 2008, Brolin was nominated for an Academy Award®, a Screen Actors Guild Award and received awards from the New York Film Critics Circle and the National Board of Review for his portrayal of Dan White in Gus Van Sant's acclaimed film Milk. Recently, he starred in the Coen Brothers’ True Grit, which was nominated for 10 Academy Awards® including Best Picture; Oliver Stone's Wall Street: Money Never Sleeps opposite Shia LaBeouf and Michael Douglas; and Woody Allen’s You Will Meet a Tall Dark Stranger, opposite Anthony Hopkins and Naomi Watts.  He received rave reviews for his portrayal of George W. Bush in Oliver Stone's biopic, W.   Prior to that, Brolin earned a Screen Actors Guild Award as part of an ensemble for his work in Joel and Ethan Coen's No Country for Old Men, which also won four Academy Awards®, including Best Picture and Best Director.  Additionally, Brolin starred in Ridley Scott's blockbuster American Gangster and was nominated for a Screen Actors Guild Award as part of this ensemble.  

Other film credits include: Planet Terror, part of the critically acclaimed Quentin Tarantino and Robert Rodriguez double feature, Grindhouse, alongside co-stars Rose McGowan and Freddy Rodriguez; In the Valley of Elah for director Paul Haggis, where he starred opposite Tommy Lee Jones and Susan Sarandan; John Stockwell's Into the Blue, opposite Jessica Alba; Victor Nunez's Coastlines, opposite Timothy Olyphant; Paul Verhoeven's blockbuster hit, Hollow Man, with Kevin Bacon; Scott Silver's Mod Squad, opposite Claire Danes; Ole Bornedal's psychological thriller Nightwatch, with Nick Nolte, Patricia Arquette, and Ewan McGregor; Best Laid Plans opposite Reese Witherspoon, produced by Mike Newell; All the Rage, which featured an all-star cast including Gary Sinise, Joan Allen and Anna Paquin; and Guillermo Del Toro's science-fiction thriller, Mimic, opposite Mira Sorvino, Jeremy Northam, and Charles Dutton.  Brolin also received recognition from critics and audiences in David O. Russell's Flirting with Disaster, portraying a bisexual federal agent, alongside an outstanding ensemble cast led by Ben Stiller.  Brolin made his feature film debut starring in the action-comedy classic Goonies, directed by Richard Donner for producer Steven Spielberg.

In television, Brolin made his mark as a series regular in the popular ABC series “The Young Riders” as well as “Private Eye” for NBC and “Winnetka Road” for CBS. Brolin also received critical praise in the TNT's epic miniseries “Into the West,” opposite Beau Bridges, Gary Busey and Jessica Capshaw. In addition, Brolin starred in the title role of NBC's acclaimed political drama, “Mr. Sterling.” The show followed the efforts of an idealistic young politician as he attempted to both learn and work within an often corrupt system. He also appeared in the CBS movie-of-the-week “Prison of Children,” and in the Showtime original film “Gang in Blue” with Mario Van Peebles, J.T. Walsh and Stephen Lang. Brolin co-starred opposite Mary Steenburgen, Gretchen Mol and Bonnie Bedelia in CBS's television adaptation of William Inge's Pulitzer Prize-winning play, “Picnic.”

As a producer, Brolin joined Matt Damon, Chris Moore, Anthony Arnove, and Howard Zinn, in a documentary entitled The People Speak, based on Zinn’s influential 1980 book A People’s History of the United States. The feature, which aired on the History Channel in 2009, looked at America’s struggles with war, class, race, and women’s rights and featured readings by Viggo Mortensen, Sean Penn, and David Strathairn, among others.  Brolin made his film directing debut in 2008 with a short entitled X, which he also wrote and produced. It premiered at the Santa Barbara International Film Festival before screening at such festivals as South by Southwest and the AFI Dallas Film Festival.

Brolin spent five years with Anthony Zerbe at the Reflections Festival at the GeVa Theatre in Rochester, New York. While there, he performed in and directed several of the festival's plays, including “Pitz and Joe,” “Life in the Trees,” “Forgiving Typhoid Mary,” “Oh, The Innocents,” “Peep Hole,” “Ellen Universe Joins the Band,” “Lincoln Park Zoo,” and “Hard Hearts.” Brolin also starred opposite Elias Koteas in the acclaimed Broadway production of Sam Shepard's “True West.” In 2004, Brolin starred in the award-winning Off-Broadway play “The Exonerated,” based on the true stories of a half-dozen former death row inmates. Additional stage credits include “Skin of the Teeth,” “The Crucible,” and “A Streetcar Named Desire” at the Kennedy Memorial Theatre; “A Midsummer Night's Dream” at the Lebrero Theatre; and “Dark of the Moon” at the Ann Capa Ensemble Theatre.

Jemaine Clement (Boris) is a musician, comedian and actor who is no stranger to offbeat characters.

The native New Zealander has been involved in a wide array of projects on stage, radio, television and film. He is one-half of the Grammy® Award-winning duo Flight of the Conchords.  Billing themselves as the “fourth-most popular folk parody duo in New Zealand,” the group uses a combination of witty observation, characterization and acoustic folk guitars. Their quirky act was later converted into a BBC radio series, followed by the seven-time Emmy®-nominated American television series, “The Flight of the Conchords,” which premiered on HBO in 2007. Clement has also received three shared WGA® nominations for his scripting of the series.

Clement also starred in the film Eagle vs Shark, written and directed by Taika Waititi.

Most recently, the actor’s credits include voice roles in the animated films Despicable Me and Rio; the lead in Jason Nutter’s period crime comedy, Predicament; and Jay Roach's comedy ensemble Dinner With Schmucks.  Prior to that, he portrayed the eccentric science fiction author Dr. Ronald Chevalier in Gentlemen Broncos, directed by Jared Hess. His performance in the film netted him an Independent Spirit Nomination for Best Supporting Actor.

Michael Stuhlbarg (Griffin) Film: Lincoln, Hugo, A Serious Man (Golden Globe Nomination; Independent Spirit Award – Robert Altman Award), After School, Cold Souls, Body of Lies, The Grey Zone, A Price Above Rubies.  TV: “Boardwalk Empire” (2011 and 2012 SAG Award – Outstanding Performance by an Ensemble in a Drama Series), “Ugly Betty,” “Damages,” “Studio 60 on the Sunset Strip,” “The Hunley,” “Alexander Hamilton” (PBS). Broadway:  “The Pillowman” (Tony Award Nomination, Drama Desk Award), “The Invention of Love,” “Cabaret,” “Taking Sides,” “Saint Joan,” “Timon of Athens,” “The Government Inspector,” “Three Men on a Horse.”  Off-Broadway: “Hamlet,” “The Voysey Inheritance” (Obie Award, Callaway Award, Lucille Lortel Award nomination), “Measure for Pleasure” (Lucille Lortel Award nomination), “Belle Epoque,” “The Persians,” “The Mysteries,” “Twelfth Night,” “The Winter’s Tale,” “A Dybbuk,” “Richard II,” “Henry VIII,” “All’s Well That Ends Well,” “Woyzeck,” “As You Like It,” “Cymbeline,” “The Grey Zone,” “Old Wicked Songs,” “Mad Forest.”  Stuhlbarg is a BFA graduate of the Juilliard School, and is a member of the LAByrinth Theater Company.

Emma Thompson (Agent O) is one of the world’s most respected talents for her versatility in acting as well as screenwriting.  In 1992, Thompson caused a sensation with her portrayal of Margaret Schlegel in the Merchant-Ivory adaptation of E.M. Forster’s Howards End.  Sweeping the Best Actress category wherever it was considered, the performance netted her a BAFTA Award, Los Angeles Film Critics Award, New York Film Critics Award, Golden Globe and Academy Award®.  She earned two Oscar® nominations the following year for her work in The Remains of the Day and In the Name of the Father.  In 1995, Thompson’s adaptation of Jane Austen’s Sense and Sensibility, directed by Ang Lee, won the Academy Award® for Best Adapted Screenplay as well as the Golden Globe for Best Screenplay and Best Screenplay awards from the Writers Guild of America and the Writers Guild of Great Britain, among others.  For her performance in the film she was honored with a Best Actress award from BAFTA and nominated for a Golden Globe and an Academy Award®.    

In 2008, Thompson starred with Dustin Hoffman in director Joel Hopkins charming romance, Last Chance Harvey, and was nominated for a Golden Globe as Best Actress for her performance.  In 2006, Thompson co-starred, to critical acclaim, with Will Ferrell, Dustin Hoffman, and Maggie Gyllenhaal in Stranger Than Fiction, directed by Marc Forster, and produced by Thompson’s frequent collaborator, Lindsay Doran.  In 2004, she brought to the screen JK Rowling’s character of Sybil Trelawney in Harry Potter and the Prisoner of Azkaban, for director Alfonso Cuaron, and in 2007, she reprised the role in Harry Potter and the Order of the Phoenix, for director David Yates.  In 2004, Thompson appeared in her own adaptation of Nanny McPhee, directed by Kirk Jones and then again in 2010 in Nanny McPhee and the Big Bang, for which she also wrote the screenplay and acted as an Executive Producer.  

Thompson is currently writing a new film version of Annie for Columbia Pictures.

Thompson was born in London to Eric Thompson, a theatre director and writer, and Phyllida Law, an actress.  She read English at Cambridge and was invited to join the university’s long-standing Footlights comedy troupe, which elected her Vice President.  (Hugh Laurie was President.)  While still a student, she co-directed Cambridge’s first all-women revue “Women’s Hour,” made her television debut on BBC-TV’s “Friday Night, Saturday Morning” as well as her radio debut on BBC Radio’s “Injury Time.”

Throughout the 1980s Thompson frequently appeared on British TV, including widely acclaimed recurring roles on the Granada TV series “Alfresco,” BBC’s “Election Night Special” and “The Crystal Cube” (the latter written by fellow Cambridge alums Stephen Fry and Hugh Laurie), and a hilarious one-off role as upper-class twit Miss Money Sterling on “The Young Ones.” In 1985, Channel 4 offered Thompson her own TV special “Up for Grabs” and in 1988 she wrote and starred in her own BBC series called “Thompson.” She worked as a stand-up comic when the opportunity arose, and earned £60 in cash on her 25th birthday in a stand-up double bill with Ben Elton at the Croydon Warehouse. She says it’s the best money she’s ever earned.

She continued to pursue an active stage career concurrently with her TV and radio work, appearing in “A Sense of Nonsense” touring England in 1982, the self-penned “Short Vehicle” at the Edinburgh Festival in 1983, “Me and My Girl” first at Leicester and then London’s West End in 1985, and “Look Back in Anger” at the Lyric Theatre, Shaftesbury Avenue in 1989.

Thompson’s feature film debut came in 1988, starring opposite Jeff Goldblum in the comedy The Tall Guy.  She then played Katherine in Kenneth Branagh’s film-directing debut Henry V and went on to star opposite Branagh in three of his subsequent directorial efforts, Dead Again (1991), Peter’s Friends (1992), and Much Ado About Nothing (1993).

Thompson’s other film credits include Junior (1994), Carrington (1995) and The Winter Guest (1997). She has starred in three projects directed by Mike Nichols: Primary Colors (1998) and the HBO telefilms Wit (2001, in a Golden Globe-nominated performance) and Angels in America (2002, Screen Actors Guild Award nomination and EMMY Award nomination).  Also in 2002, she starred in Imagining Argentina for director Christopher Hampton and Love, Actually for director Richard Curtis.  The latter film netted Thompson a number of accolades, including Best Actress in a Supporting Role at the 2004 Evening Standard Film Awards, a nomination for Best Supporting Actress at the 2004 BAFTA Awards, Best Supporting Actress at the 2004 London Film Critics Circle Awards and Best British Actress at the 2004 Empire Film Awards.

Thompson is Chair of the Helen Bamber Foundation, a UK-based human rights organization, formed in April 2005, to help rebuild the lives of, and inspire a new self-esteem in, survivors of gross human rights violations.  On behalf of the Foundation, Thompson co-curated “Journey,” an interactive art installation which uses seven transport containers to illustrate the brutal and harrowing experiences of women sold into the sex trade.  Thus far Thompson and “Journey” have traveled to four international cities for exhibitions and interviews (London, Vienna, Madrid and New York) with the Netherlands scheduled for this fall.

Thompson is also an Ambassador for the international development agency, ActionAid, and has spoken out publicly about her support for the work the NGO is doing, in particular, in addressing the HIV/AIDS epidemic that continues to sweep across Africa. She has been affiliated with the organization since 2000 and thus far has visited ActionAid projects in Uganda, Ethiopia, Mozambique and South Africa.

Thompson is also the 2010 President of the Teaching Awards.  Founded in 1998, these awards are open to every education establishment in England, Wales and Northern Ireland teaching pupils between the ages of 3 and 18, to nominate and celebrate teachers (and schools) who transform lives and help young people realize their potential.


Barry Sonnenfeld (Director) has found commercial and artistic success with such films as Addams Family, Addams Family Values, Men In Black I & II, Get Shorty, Wild Wild West, Big Trouble, and RV.  He has produced or executive produced The Ladykillers, Lemony Snicket A Series Of Unfortunate Events, Out Of Sight, Enchanted and the animated feature Space Chimps.

Sonnenfeld began his career as a cinematographer, collaborating with the Coen Brothers on their first feature film, Blood Simple and continuing with Raising Arizona and Miller’s Crossing. In addition, Sonnenfeld served as Director of Photography on Penny Marshall’s Big, Danny DeVito’s Throw Momma from the Train, and two films for Rob Reiner, When Harry Met Sally, and Misery.

Sonnenfeld most recently has received a Prime Time Emmy for Outstanding Directing for a Comedy Series and the 2007 DGA Award for his directorial achievement on “Pushing Daisies,” “Pie-lette.” He has directed numerous Clio award winning commercials for Nike, Reebok, and Isuzu.

In television, he has executive produced “Karen Sisco,” and directed and executive produced “Maximum Bob,” “The Tick,” “Notes from the Underbelly” and “Pushing Daisies.”

Until recently, Sonnenfeld was a Contributing Editor for Esquire Magazine, since September 2003 where he writes his monthly column, “The Digital Man.”  He is also an elected board member of the Eastern Directors Council of the Directors Guild of America.

He lives in East Hampton, New York and Telluride, Colorado with his beautiful wife, Susan.

ETAN COHEN (Screenplay) is one of the most sought after comedic minds in the business. Named “Comedy Writer of the Year” at the 2009 Just for Laughs Comedy Festival in Montreal, Cohen has proven himself one of the most prolific writers in recent years.  In 2008, Cohen joined Ben Stiller and Justin Theroux to co-write the film Tropic Thunder.  Ben Stiller starred in and directed the film, which also featured Jack Black, Robert Downey Jr. and Tom Cruise.  The film went on to gross $185 million at the worldwide box office.  In the same year, Cohen also wrote the hit animated feature, Madagascar: Escape 2 Africa, which grossed $594 million worldwide and reunited him with Ben Stiller.

Cohen began his career at 19 while studying in a Jewish seminary on the West Bank in Israel, when he wrote a spec episode of “Beavis and Butthead” and made a cold submission to the show’s staff.  Mike Judge, who created and was running the show, read it and asked Cohen to start writing for “Beavis and Butthead” immediately.  His sophomore year at Harvard coincided with the beginning of what became a three-year stint writing for the popular series.  Among the episodes he wrote was one that featured “Beavis” and “Butthead” counterfeiting money by simply photocopying it and, shortly thereafter, a group of Columbia University students were found to have adopted the counterfeiting process they saw in the episode.

Cohen graduated from Harvard with a degree in Yiddish and moved to Los Angeles.  Once there, he entered into a deal with Disney Television Animation.  After that, he went on to be a staff writer on ABC’s “It’s Like, You Know.”  Cohen was then recruited by Judge to work on FOX’s “King of the Hill” as a story editor and ended his stint there as co-executive producer.  During that time, Cohen signed an overall deal with FOX TV and won an Annie Award for outstanding writing in animation for the episode “Ceci N’est Pas Une King of the Hill” (2004).  During that period, Cohen began writing feature scripts.  The first was the Mike Judge-directed comedy Idiocracy, which starred Luke Wilson and Maya Rudolph.  Cohen has since transitioned into exclusively writing features. 

Upcoming projects for Cohen include writing a humorous take on Arthur Conan Doyle’s Sherlock Holmes, set to star Sacha Baron Cohen as Sherlock Holmes and Will Ferrell as his sidekick, Doctor Watson.  

Cohen will make his directorial debut when he helms the horror comedy Boy Scouts vs. Zombies, which is currently in development at Paramount Pictures.  

Cohen currently resides in Los Angeles with his wife and three children.

LOWELL CUNNINGHAM (Based on the Maibu Comic by) resides in Knoxville, TN, where he pursues a career as a freelance writer.  “The Men in Black” comic was his first professional sale.  He is currently creating new projects for comic books, film and television. 

Cunningham has had a lifelong interest in comics, science fiction and unusual phenomena.  It was a combination of these interests which led him to create the MIB comic, loosely based on urban UFO legends.

Cunningham holds a B.A. in Philosophy from the University of Tennessee.  His current hobby is world travel and he recently completed his longtime goal of visiting all seven continents.

Walter F. Parkes (Producer) and Laurie MacDonald (Producer) are the husband and wife team who hold the unique distinction of having helped to create DreamWorks, the first new studio in five decades, as well as being two of the most active producers working today.

Films produced or executive-produced by Parkes & MacDonald include Gladiator, Amistad, Men In Black I & II, Minority Report, The Mask of Zorro, Catch Me If You Can, Lemony Snicket’s A Series of Unfortunate Events, The Terminal, Road to Perdition and The Ring.  In 2007, they created their own company and produced the screen adaptations of the acclaimed novel The Kite Runner, by Khaled Hosseini, and of Stephen Sondheim’s musical thriller, Sweeney Todd: The Demon Barber of Fleet Street, starring Johnny Depp and directed by Tim Burton.  In total, films produced or executive-produced by Parkes and MacDonald have earned in excess of $6 billion in worldwide box office.

As studio heads, Parkes and MacDonald were responsible for development and production of DreamWorks’ diverse slate of films, which achieved both box office success and critical acclaim, including—for only the second time in the history of the Motion Picture Academy—three consecutive Best Picture Oscar® winners: American Beauty, Gladiator and A Beautiful Mind, the latter two produced in partnership with Universal Pictures.  Other critical and commercial successes produced during their tenure include:  Cameron Crowe’s Almost Famous, Robert Zemeckis’ What Lies Beneath, Adam McKay’s Anchorman: The Legend of Ron Burgundy, Michael Mann’s Collateral, and Steven Spielberg’s Academy Award®- and Golden Globe®-winning drama Saving Private Ryan, which was the domestically top-grossing film of 1998.

In 2009, Parkes and MacDonald teamed with the Abu Dhabi Media Company to form “Parkes+MacDonald Image Nation,” a partnership that will fund future screenplay development for the duo’s projects at DreamWorks and other studios, and provide production co-financing on selected films.

Parkes himself is a three-time Academy Award® nominee, earning his first nomination as the director/producer of the 1978 documentary California Reich, which exposed neo-Nazi activities in California.  He garnered his second Oscar® nomination for writing (with Lawrence Lasker) the original screenplay for WarGames, and his third nod for his work as a producer on the Best Picture nominee Awakenings. Parkes and Lasker also wrote and produced the thriller Sneakers, starring Robert Redford and Sidney Poitier.

MacDonald began her producing career as a documentary and news producer at KRON, the NBC affiliate in San Francisco.  She later joined Columbia Pictures, where she served as a Vice President of Production.  After four years, she started a production company with Walter Parkes.  Immediately prior to joining DreamWorks, MacDonald oversaw development and production at Amblin Entertainment.  

Steven Spielberg (Executive Producer), one of the industry’s most successful and influential filmmakers, is a principal partner of DreamWorks Studios. Formed in 2009, Spielberg and Stacey Snider lead the motion picture company in partnership with The Reliance Anil Dhirubhai Ambani Group.

Spielberg is also, collectively, the top-grossing director of all time, having helmed such blockbusters as Jaws, E.T. The Extra-Terrestrial, the Indiana Jones franchise, and Jurassic Park. As executive producer, his films have included the Back to the Future trilogy, Men In Black and its two sequels, and the Transformers trilogy.

Among his myriad honors, he is a three-time Academy Award® winner, earning two Oscars® for Best Director and Best Picture for Schindler's List and a third Oscar® for Best Director for Saving Private Ryan. His most recent releases as director are The Adventures of Tintin: Secret of the Unicorn, which won the Golden Globe for Best Animated Feature, and War Horse, which earned a Best Picture nomination from the Academy of Motion Pictures Arts and Sciences. Among his other recent films, he was a producer on Super 8, directed by J.J. Abrams, and executive producer on Transformers 3, directed by Michael Bay.

Spielberg began his career in television directing episodes of such shows as “Columbo,” “Marcus Welby, MD” and “Night Gallery,” among others. His movie “Duel” was later released as a theatrical film internationally, launching his motion picture career and leading to his first films, Sugarland Express and Jaws.

Spielberg's most successful series for television was the Emmy-winning “ER,” which he executive-produced with his Amblin Entertainment and Warner Bros. TV. The miniseries “Band of Brothers” and “The Pacific,” both of which he executive produced, won Emmys for Outstanding Miniseries. He is currently an executive producer for the DreamWorks TV shows “Falling Skies,” “The River” and “Smash.”

Spielberg has also devoted his time and resources to many philanthropic causes. He established The Righteous Persons Foundation using all his profits from “Schindler's List.” He also founded the Survivors of the Shoah Visual History Foundation, which in 2005 became the USC Shoah Foundation Institute for Visual History and Education. The Foundation has recorded more than 52,000 Holocaust survivor testimonies and is dedicated to research and scholarship in the humanities and social sciences.

G. Mac Brown (Executive Producer) has had a long and distinguished career in film production. Long based in New York City, he has worked for over 30 years producing or executive producing some of the city's finest films, such as Last Exit to Brooklyn (Uli Edel), Light Sleeper (Paul Schrader), Scent of a Woman (Martin Brest), You've Got Mail (Nora Ephron), Unfaithful (Adrian Lyne), The Interpreter (Sydney Pollack) and the award winning The Departed (Martin Scorcese).

Along the way, he has also produced or executive produced films with Warren Beatty, James Toback, Steve Kloves, Beeban Kidron, Susan Seidelman, Sydney Lumet, Lasse Hallstrom and Frank Oz.

In the last few years, Brown has moved away from NYC, continuing to team with some of the best directors of our time.  He first went to Australia to produce Baz Luhrmann's epic Australia.  From there he went to Chicago and joined Michael Mann on Public Enemies and then to L.A. to produce Sofia Coppola's award winning Somewhere.

Bill Pope, ASC (Director of Photography) is no stranger to lensing blockbuster franchises, having done Spider-Man™ 2 and Spider-Man 3 for Sam Raimi, and the The Matrix trilogy directed by the Wachowski brothers, for which he was nominated for a BAFTA award in 2000 (for the first film). His other credits as cinematographer include Scott Pilgrim vs. the World, Clueless, directed by Amy Heckerling; and Team America: World Police with Matt Stone and Trey Parker. He also was the cinematographer for Barry Sonnenfeld's thesis project at NYU film school.

Bo Welch (Production Designer) is one of the most gifted and versatile production designers in contemporary cinema.  He has forged significant collaborations with top directors, earning four Oscar® nominations along the way and also earning his own turns behind the camera.

A graduate of the University of Arizona College of Architecture, Welch began a promising career as an architect in Los Angeles.  Excited to try something new, he then found work at Universal Studios as a set designer.  Welch gained his first screen credits for his efforts on Robert Zemeckis’ Used Cars and Walter Hill’s period western The Long Riders.

After further work as a set designer on films such as Mommie Dearest and Mel Brooks’ History of the World: Part I, Welch graduated to art director on Jonathan Demme’s Swing Shift.

Welch received an Oscar® nomination in 1986 for his work as an art director on Steven Spielberg’s The Color Purple. He was production designer on Joel Schumacher’s slick vampire tale The Lost Boys, and soon after began a fruitful collaboration designing for Tim Burton on Beetle Juice, Edward Scissorhands (which brought him a BAFTA) and Batman Returns.

Welch’s beautiful design for Alfonso Cuarón’s A Little Princess occasioned his second Oscar® nomination, in 1996.   The Academy nominated him for Oscars® again in 1997 for Mike Nichols’ The Birdcage, and in 1998 for the sci-fi comedy Men in Black. His other film credits include The Accidental Tourist,  Ghostbusters II, Grand Canyon, Men in Black II, Primary Colors, Wild Wild West and What Planet Are You From?, among many others.

Welch ventured into a second career as a director, making his television directorial debut in 2000 on an episode of the Barry Sonnenfeld/Barry Josephson spy-spoof television series “Secret Agent Man,” followed by episodes for another Sonnenfeld/Josephson effort, the comic book satire, “The Tick,” in 2001.  Welch also created the pilot’s production design.

His feature directorial debut came with the live-action adaptation of Dr. Seuss’ The Cat in the Hat in 2003.

Before designing Men in Black 3, Welch was production designer for last year's Thor.

Don Zimmerman, A.C.E. (Editor) recently edited Shawn Levy's two Night at the Museum films with Ben Stiller, in addition to Just Married. His long list of credits also includes They Came from Upstairs, Fun With Dick And Jane, Flight of the Phoenix, The Cat in the Hat, A Walk in the Clouds (shared credit), Nutty Professor, Liar Liar, Half Baked, Patch Adams, Dragonfly, Friends for Norman Jewison, Roxanne for Fred Schepisi, Prince of Tides for Barbra Streisand, Everyone's All-American, Fatal Beauty, Navy Seals, Diggstown, Indecent Proposal, Ace:Ventura: Pet Detective, The Scout and Rocky III and Rocky IV (shared credit).

In 1978, Zimmerman was nominated for an Academy Award® for his first film as an editor, Hal Ashby's Coming Home, starring Jane Fonda and Jon Voight. He went on to edit Ashby's Being There, starring Peter Sellers. Before becoming a director, Ashby was an editor with whom Zimmerman collaborated for thirteen years.

DANNY ELFMAN (Composer) has earned numerous honors, including a Grammy Award, an Emmy Award, three Golden Globe nominations and four Academy Award® nominations. In 1998, he was honored with dual Oscar® nominations for Best Original Score for his work on Barry Sonnenfeld’s Men in Black and Gus Van Sant’s Good Will Hunting. He received his third Oscar® nomination for the score for Tim Burton’s acclaimed fantasy Big Fish. Elfman earned his most recent Oscar® nomination for his score for the acclaimed biopic Milk, directed by Gus Van Sant, and his most recent Golden Globe nomination for his score to Tim Burton’s Alice in Wonderland.

In all, Elfman has composed more than 60 motion-picture scores for a variety of directors, including Tim Burton, Gus Van Sant, Sam Raimi, Shawn Levy, Ang Lee, Taylor Hackford, Paul Haggis, Errol Morris, Rob Marshall, Brett Ratner, Guillermo del Toro, Wayne Wang, Timur Bekmambetov, Barry Sonnenfeld, Brian De Palma, Peter Jackson, The Hughes Brothers, Richard Donner, Jon Amiel, Martin Brest and Warren Beatty.

Elfman has worked on films of every genre, including Spider-Man™ (1 and 2), Batman and Batman Returns, Men in Black (1 and 2), Edward Scissorhands, Beetlejuice, To Die For, A Simple Plan, Mission: Impossible, The Nightmare Before Christmas, The Family Man, Wanted, Taking Woodstock, Dick Tracy, Darkman, and Chicago.

For television, Elfman won an Emmy Award for his theme for the hit series “Desperate Housewives” and was also Emmy-nominated for his theme for “The Simpsons,” which is the longest-running primetime comedy series ever.

A Los Angeles native, Elfman got his first experience in performing and composing at the age of 18 for the French theatrical troupe Le Grand Magic Circus. The following year, he collaborated with his brother, Richard, performing musical theater on the streets of California. Elfman then worked with a “surrealistic musical cabaret” for six years, using the outlet to explore multifarious musical genres.

For 17 years, he wrote and performed with rock band Oingo Boingo, producing such hits as “Weird Science” and “Dead Man’s Party.” Elfman’s first full-length orchestral commission, “Serenada Schizophrana,” premiered at Carnegie Hall. His first composition for ballet, “Rabbit and Rogue,” had its American Ballet Theatre (ABT) World Premiere at The Metropolitan Opera House at New York’s Lincoln Center in June 2008. The ballet was choreographed by Twyla Tharp.

Elfman’s most recent film credits include the smash hit Alice in Wonderland, Shawn Levy’s Real Steel, Gus Van Sant’s Restless, and the upcoming Frankenweenie and Dark Shadows. His Cirque du Soleil show “Iris” opened this year as a permanent show at Hollywood’s Kodak Theater.

Mary Vogt (Costume Designer) is a MIB veteran, having also worked on the first two films. She recently worked on the DreamWorks comedy A Thousand Words, starring Eddie Murphy, and Dinner with Schmucks for director Jay Roach, after working with him on the HBO telefilm “Recount” in 2008. That same year she worked on Fantastic Four: The Rise of the Silver Surfer. Her other film credits include RV, Son of the Mask, Unconditional Men, and Inspector Gadget. The Science Fiction Academy presented her with a Saturn award for her work on Hocus Pocus and nominated her for a Saturn Award for Batman Returns.

Vogt has designed several projects for television, the most recent of which was the NBC movie “Boldly Going Nowhere” in 2009. She also worked on the series “Pushing Daisies,” for which she received an Emmy® nomination, and the ABC series “Night Stalker.”

Vogt also enjoys working in the theater. In 2005, she designed costumes for “Private Lives” at the Pasadena Playhouse, and her designs for the show received a nomination for an LA Theater Critics Award.

A native of Long Beach Long Island, Vogt graduated from the Fashion Institute of Technology in New York. Her first professional job was as a fashion illustrator at Lord & Taylor, one of Manhattan’s leading department stores. She came west to study at The Pasadena Art Center College of Design. Her first work for Hollywood was as a sketch artist. In pursuit of her lifelong goal of becoming a motion picture costume designer, she worked in a number of craft positions and eventually assisted several leading designers. Her eclectic background makes her one of the few who not only do their own illustration, but also have the hands-on experience to build a costume from pattern through draping and cutting, and on to the finished garment.

Rick Baker (Alien Make-up Effects by) has been an influential force in the creation of creatures and prosthetic makeup for over 40 years.  Mentored early in his career by cinema makeup pioneer and innovator, Dick Smith, Baker honed his craft contributing to films such as The Exorcist, Live and Let Die, and television’s The Autobiography of Miss Jane Pittman, for which Baker won an Emmy.  As his reputation grew within the Hollywood community, he pushed the boundaries of traditional makeup effects by transforming David Naughton into a four-legged, ferocious werewolf in An American Werewolf in London.  Rick’s ingenious use of prosthetics and puppet effects won him an Academy Award® for Outstanding Achievement in Makeup the debut year of the category.

Garnering a reputation for excellence and resourcefulness, Rick’s assignments became a diverse and iconic collection of creatures including Harry and the Hendersons, Michael Jackson’s Thriller, Greystoke: The Legend of Tarzan, Lord of the Apes, Gorillas in the Mist, Coming to America, Gremlins 2: The New Batch, Men in Black, The Nutty Professor, Mighty Joe Young, and How The Grinch Stole Christmas to name but a few.  

In the year 2011, Baker won his seventh Academy Award® for his contributions transforming Benicio Del Toro and Sir Anthony Hopkins into werewolves for The Wolfman. Through all of his adventures creating monsters and characters, Baker remains a thoughtful, dedicated artist and devoted family man.

Ken Ralston (Visual Effects Supervisor) is a visual effects pioneer, Visual Effects Supervisor and Creative Head at the Academy Award® winning visual effects studio, Sony Pictures Imageworks.

For more than three decades, Ralston has taken audiences to unimaginable worlds with his intuitive vision and unparalleled mastery of visual effects.

Ralston was most recently honored with an Academy Award® nomination for his work as senior visual effects supervisor on Alice in Wonderland.

Many groundbreaking projects at Sony Pictures Imageworks have benefited from Ralston’s artistic acumen, including his many collaborations with Academy Award® winning director Robert Zemeckis on the epic Beowulf, The Polar Express, and Cast Away.

Prior to joining Imageworks, Ralston placed his artistic and technical stamp on the films at Industrial Light & Magic. Breaking technological ground, Ralston played a pivotal role in advancing the company’s renown.

Ralston has earned an impressive five Academy Awards® including a Special Achievement Oscar® for the visual effects in the 1984 phenomenon, Star Wars: Episode VI - Return of the Jedi. In addition to this, he received Academy Awards® for Best Visual Effects for his work as visual effects supervisor on Forrest Gump (which was also awarded the Oscar® for Best Picture), Death Becomes Her, Who Framed Roger Rabbit, and Ron Howard’s Cocoon.

Ralston’s other notable film credits include visual effects supervisor on The Rocketeer, Jumanji, Star Trek IV: The Voyage Home, Star Trek III: The Search For Spock, Star Trek II: The Wrath Of Khan, Dragonslayer, for which he was also nominated for an Oscar®, and all three films from the Back to the Future trilogy, earning an Academy Award® nomination for best visual effects on Back to the Future II.

Ralston’s career began at the seminal commercial animation and visual effects company, Cascade Pictures in Hollywood, where he worked on over 150 memorable advertising campaigns in the early seventies. He built sets, sculpted models, animated puppets, created optical effects and stop motion animation for such iconic commercial characters as Poppin’ Fresh, the Pillsbury Dough Boy, and The Jolly Green Giant.

Jay Redd (Visual Effects Supervisor) is a visual effects supervisor at Sony Pictures Imageworks.  Redd recently completed visual effects supervision on three Looney Tunes CG shorts: “Rabid Rider,” “Fur of Flying,” and “Coyote Falls.”

Redd spent more than a decade at Sony Pictures Imageworks, during which time he served as the visual effects supervisor on the Academy Award® nominated animated feature Monster House and Walt Disney Pictures' The Haunted Mansion.

Previously, Redd was digital effects supervisor on Stuart Little 2 and honored with the VES Award (Visual Effects Society) for Best Character Animation in an Animated Film.

Redd is also credited with helping to create the title character for the first Stuart Little film.  Stuart became the first fully CG lead character in a live-action film and as a result of this effort, Stuart Little received an Academy Award® nomination for Best Visual Effects.

He joined Sony Pictures Imageworks in August 1996 to work on the Robert Zemeckis film Contact.  An amateur astronomer, Redd was the perfect candidate to create the film's opening shot, a 4710 frame, 3-minute-and-19-second journey from the Earth to the end of the known universe. This opening sequence was the first digital animation shot to be nominated for an Annie Award.

Before his arrival at Imageworks, Redd spent four years at Rhythm & Hues where he worked as a CG supervisor on numerous commercials, theme park rides and feature films such as the Waterworld and Academy Award®-winning Babe.

Redd began his visual effects career in his native Salt Lake City where he worked in a post-production facility doing digital photographic retouching, typography and graphic design.

Redd has traveled in the US and around the world to speak and lecture at several conferences for the Visual Effects Society, UCLA, 3D Festival, 3December, London Effects and Animation Festival, FMX, Australian Effects and Animation Festival, SIGGRAPH and many others. He has also written extensive materials and books for these courses and has been interviewed for numerous magazine articles. At SIGGRAPH 2002, Redd, visual effects supervisor Jerome Chen and others presented "Let the Feathers Fly," a sold-out full-day course on the magic of Stuart Little 2.

Redd attended the University of Utah where he studied photography and photographic and digital lighting techniques.

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