MEN IN BLACK 3 Production Notes - Visual Hollywood

MEN IN BLACK 3 (2012)PRODUCTION NOTESMEN IN BLACK 3Production NotesRelease Date: May 25, 2012 (3D/2D)Studio: Columbia Pictures (Sony)Director: Barry SonnenfeldScreenwriter: Etan CohenStarring: Will Smith, Tommy Lee Jones, Josh Brolin, Jemaine Clement, Emma Thompson, NicoleScherzinger, Alice Eve, Michael StuhlbargGenre: Action, Comedy, Sci-FiMPAA Rating: PG-13 (for sci-fi action violence, and brief suggestive content)Official Website: MeninBlack.comSTUDIO SYNOPSIS: In "Men in Black 3," Agents J (Will Smith) and K (Tommy Lee Jones) are back... intime. J has seen some inexplicable things in his 15 years with the Men in Black, but nothing, not evenaliens, perplexes him as much as his wry, reticent partner. But when K's life and the fate of the planetare put at stake, Agent J will have to travel back in time to put things right. J discovers that there aresecrets to the universe that K never told him -- secrets that will reveal themselves as he teams up withthe young Agent K (Josh Brolin) to save his partner, the agency, and the future of humankind.© 2012 Columbia Pictures (Sony) 1

MEN IN BLACK 3 (2012)PRODUCTION NOTESProduction InformationIn Men In Black 3, Agents J (Will Smith) and K (Tommy Lee Jones) are back. . . in time. J hasseen some inexplicable things in his 15 years with the Men in Black, but nothing, not evenaliens, perplexes him as much as his wry, reticent partner. But when K's life and the fate of theplanet are put at stake, Agent J will have to travel back in time to put things right. J discoversthat there are secrets to the universe that K never told him -- secrets that will reveal themselvesas he teams up with the young Agent K (Josh Brolin) to save his partner, the agency, and thefuture of humankind.Columbia Pictures presents in association with Hemisphere Media Capital an AmblinEntertainment production in association with Parkes+MacDonald Image Nation, a BarrySonnenfeld film, Men In Black 3. The film stars Will Smith, Tommy Lee Jones, Josh Brolin,Jemaine Clement, Michael Stuhlbarg, and Emma Thompson. Directed by Barry Sonnenfeld.Produced by Walter F. Parkes and Laurie MacDonald. Written by Etan Cohen. Based on theMalibu Comic by Lowell Cunningham. Executive Producers are Steven Spielberg and G. MacBrown. Director of Photography is Bill Pope, ASC. Production Designer is Bo Welch. Editor isDon Zimmerman, A. C. E. Music by Danny Elfman. Costume Designer is Mary Vogt. AlienMake-up Effects by Rick Baker. Visual Effects Supervisors are Ken Ralston and Jay Redd.Special Visual Effects by Sony Pictures Imageworks Inc. Featuring the new single "Back InTime" performed by Pitbull.© 2012 Columbia Pictures (Sony) 2

MEN IN BLACK 3 (2012)PRODUCTION NOTESABOUT THE FILM"The Men in Black movies are about the relationship between J and K," says Will Smith, whoreturns 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 actuallyan idea we've had for years – we had the concept before the second movie – but it needed time tomature. 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 timethroughout the movies," says Tommy Lee Jones, who again dons the suit and shades to playAgent K.It has been ten years since the Men in Black were last seen protecting the Earth from the scum ofthe universe, and since then, there has been rampant speculation about a third film – but Smithsays that it was always a given that there would be a third film. "We came to a point where weall felt that we had a fresh and compelling story that took the audience to a time and place theyhad 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 ofhis favorite characters and as he made his long-awaited return to the role there was nothing quitelike getting into costume. "You can't beat the black suit," he says. "It's such powerful, iconicimagery. You put on the suit and the shades and it throws you into the mental space of the Menin Black. It's like a childhood fantasy – you know things that the other people don't know andyou've got the most important job in the world. The seven-year-old boy in me comes running outwhen I put the black suit on. "Tommy Lee Jones was similarly enthusiastic about playing the gruff Agent K. He says, "Anytime you go to work with Will Smith is going to be a happy day, and Will and Barry togethermake 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 tothe 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 answercame in sending Agent J back – back in time."We wanted the movie to be both familiar and different," says Barry Sonnenfeld, who has takenthe helm of all three Men In Black films. "What's familiar is the characters and premise of theMen in Black and who they are. We wanted to bring Will Smith and Tommy Lee Jones backtogether again. But we also wanted something new and inventive, and that came in the timetravel element. ""At the beginning of the movie, J and K are still partners – but they haven't learned much abouteach other in all their time together," says producer Walter F. Parkes. "In fact, at the verybeginning of the story, the character of Zed has recently died and K gives a eulogy that providesno information whatsoever about him. This despite the fact that Zed was supposedly his best© 2012 Columbia Pictures (Sony) 3

MEN IN BLACK 3 (2012)PRODUCTION NOTESfriend for 45 years. It makes J think, after all these years, what do I really know about the guysitting next to me? That is the foundation for our story, and it coincides with the escape of analien, Boris the Animal, that K put away 40 years earlier, in 1969 – and he's coming back forsome kind of payback on K. "Some kind of payback, indeed: Boris jumps back in time to 1969 and kills K. No one in 2012 hasany memory that K wasn't murdered 40 years earlier – no one except J, who is wondering whathappened to his partner. To save K, J follows Boris back into the past – and as he does, he seesan opportunity to learn more about his partner. "J sees saving K as a great opportunity to learnsecrets 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 thatchannels 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 inplaying K for the second act and almost all of the third act, and then in the last week of shootingwe got Tommy back," says Sonnenfeld. "What I found amazing was that I kept thinking I wasdirecting one actor; the performances were so consistent that it was hard for me to tell whereTommy Lee Jones ended and Josh Brolin began. For me, it's not about Tommy playing K or Joshplaying 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 thechemistry between Tommy and Will. Tommy's voice has a cadence to it that's very specific toMen In Black – it's very different from the way he speaks in life. I just listened to it and listenedto it and listened to it until I started dreaming about it. I don't know if I got it, but my friendswould tell me that I sounded like him. I'd go out to dinner, and I'd hear, ‘You're ordering likeTommy. '"Of course, even as the movie explores the characters' relationships, it isn't a heavy drama. It'sMen In Black, and that meant it would deliver trippy Rick Baker aliens, cool gadgets, and biglaughs. All of that adds up to an irresistible tone that isn't quite like any other film. Sonnenfeldsays that the key to the tone – the only way to make the movie really funny – is for everyone toplay it entirely straight. "I want the situations to be funny, but the performances to be real, so Idon'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 cinematographeror the lab that develops the film to think it's a comedy, because the next thing I know, it'll looktoo 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 onMen In Black) Rick Baker designing the aliens; five-time Oscar®-winner Ken Ralston and JayRedd supervising the visual effects; Director of Photography Bill Pope, who shot the Matrixmovies and Spider-Man 2 and 3; production designer Bo Welch, who creates not only thefuturistic world of the Men in Black in 2012 but also the retro-futuristic world of 1969; EditorDon Zimmerman; music by Danny Elfman, the film's composer; and costume designer MaryVogt, who dressed Messrs. Smith and Jones in their iconic black suits the first two times around© 2012 Columbia Pictures (Sony) 4

MEN IN BLACK 3 (2012)PRODUCTION NOTES"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 tobe that cool, to have that chemistry with someone. And then you're asked to do it – it's likewinning the lottery. When I put on the suit, it was the most surreal feeling in the world – I feltlike Superman. "In approaching his role, Brolin says he relied on a careful mix of actors' tools. "I started with acaricature 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 thenmaking it our own. ""There's a certain rapport or repartee that you'll develop with an actor, and that becomes yourtiming, how you create," Smith says. "Josh had studied Tommy so well that there wasn't a singlemissed beat when Josh came in. It was almost the identical chemistry, which is very difficult tocome by. "ANIMAL INSTINCTSIn casting the role of the bad guy – and Boris the Animal is a very bad guy – the filmmakers tookflight and cast Jemaine Clement, best known for his role as half of the HBO duo "Flight of theConchords. " Walter F. Parkes, who had previously worked with Clement on the comedy Dinnerfor Schmucks, says that Clement has the imposing physicality and nuanced delivery that the partrequires. "What surprises me most about his performance in this movie is that he's scary, he'serudite, he's mean, he's funny, he's charming – all rolled into one performance as Boris," saysSonnenfeld.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 heendured 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 hischaracter. "It really grates him to be called ‘The Animal. '"To play the role, Clement adopts a stilted English (inspired by English learning tapes) and ascene-stealing laugh. "His laugh is described in the script as a horrible, guttural sound, so I justtried to do it as it was written," he says. "One of the first humans he meets when he gets to Earthlaughs at him. It's a sound he's never heard before – Boglodites don't laugh, I guess – so to fit inamongst 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 youhave to remember both sets of lines, but the scene is fairly fast-paced – on the second timearound, I had to get the line in before the recording of myself says the next line. And I had toreact to myself the whole time. "© 2012 Columbia Pictures (Sony) 6

MEN IN BLACK 3 (2012)PRODUCTION NOTESMichael Stuhlbarg turns in his own scene-stealing performance as Griffin, a nervous alien with asoft spot for the underdogs of human history. He's a guy who sees the downside, upside, andmiddleside of every situation as he lives in a realm of multiple possible realities and trying tofigure out which of the many possibilities he is currently experiencing. "He disappears, kind oflike the White Rabbit, with J and K chasing after him," says Stuhlbarg. "It's through the thingsthat 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 veryspecific about what he wanted," Stuhlbarg explains. "Griffin is curious and anxious about thesituation he finds himself in. He speaks as fast as he possibly can because he's living through allof these different realities, and he's always trying to remember how it played out so it won'thappen again. "Emma Thompson rounds out the lead cast as O, the new head of the MIB, taking over for therecently departed Zed. "Just about the only aspect of Zed's leadership that she's inherited is hisirritability," she jokes."I think it's impressive that a woman can be the head of this powerful organization, although itdoes 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 hasto be absolutely serious but also very funny, or sometimes very emotional then switchingimmediately," 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 turnsin a memorable scene as Andy Warhol when J and K crash The Factory in 1969. He recalls, "Wewere 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 inBlack but is destined for a greater role. In addition, onetime Pussycat Doll Nicole Scherzingeropens the movie in flamboyant fashion as she brings a special gift to Boris in prison.© 2012 Columbia Pictures (Sony) 7

MEN IN BLACK 3 (2012)PRODUCTION NOTESABOUT THE PRODUCTIONFour-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 ofthe universe as we know it," he says with a wink. "The irony is that it turns out New York is thecenter 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, Igo, ‘Mmmm…. Not human. That's an alien. '"The MIB films are always a challenge for production design, pushing the boundaries of realitywhile staying within the realm of the possible, but Welch would have an additional challenge thistime around as he would have to design two worlds – one taking place in 2012 and another in1969.As the conceit is that the MIB have remained in the same space for over 40 years – with thatspace updated with the times – Welch created the 2012 MIB headquarters set for the scenes inthe first act, then, during the film's holiday hiatus, re-dressed the entire set for 1969. "Wechanged basically every square inch," he says.Upon their return for the first day of filming, the actors were in for a pleasant surprise. "I walkedinto the 1969 headquarters and it was like magic," says Smith. "Bo has been able to create andre-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 Univaccomputers 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 putmyself in 1969 and ask myself, ‘What would it really be like?' If you stay too far ahead, youhaven't capitalized on the joy and fun of time travel. I take my cues from the material and, in thiscase, 1969 gives you a huge, deep vast mine of inspiration to generate the props, the sets, theweapons, the vehicles. "A major set piece for Welch that required close interaction with VFX supervisor Ken Ralston isthe Apollo 11 moon launch of July 16, 1969. "I see a lot of movies where the explosions andeffect all feel very digital, sort of like a video game," says Sonnenfeld. "For me, the best effectsare the ones that you don't even know that they are effects. That's what Ken is so good at – hiseffects are all about reality. He watches the way I direct the scenes and works with Bill Pope, thecinematographer, and Bo, and we all work together, as a team, with a singular, unifiedviewpoint. "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© 2012 Columbia Pictures (Sony) 8

MEN IN BLACK 3 (2012)PRODUCTION NOTESperiod. "They had interesting buffets that were more art than food, so we sculpted a large boarand 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 haschanged so much in the last 40 years," says Welch. "We picked our locations carefully, and thenaugmented with dressing and signs. "The filmmakers were also responsible for rebuilding Shea Stadium and presenting it in its glorydays 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 cupthat beer was dispensed in – all of that we either had to generate or find through collectors. "ABOUT THE ALIENSRick Baker's inventive (and Oscar®-winning) aliens are a vital part of Men In Black, so it's nosurprise that the legendary artist returns for Men In Black 3. For Baker, working on the Men InBlack movies is especially fulfilling because the films inevitably require him to design in somany different ways: "Some films are straight makeup – say, we'll do age makeup. Others willcall for fake bodies or heads. Others, we'll make animatronic characters and puppets. The Men InBlack movies involve all of those things – and I got to design for the computer-generated stuff aswell. We ended up making about a hundred aliens for this movie, and you could have made awhole story about any one of them. "Sonnenfeld says that Baker's sensibilities mesh perfectly with the "play it straight" tone he bringsto the rest of the movie. "You don't want to design weird, wacky aliens," he says. "If the aliensare funny, you want it to come out of observational humor, or their attitude, or the audiencethinking, ‘Oh, that's interesting. '"Production designer Bo Welch says that before finalizing his set designs, he first looks to Baker'screations to make sure everything will mesh. "He designs fabulous aliens and I design anenvironment that highlights them," he says. "We use a very tightly controlled palette, so thetextures, shapes, and colors of the aliens can breathe and be seen and enjoyed in their full gloryand 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, andit's stayed our challenge since then, is to do aliens that look unlike any aliens that we've seenbefore," says Baker. This time around, Baker pitched the filmmakers on a unique solution: "Let'sintentionally 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 tosee a real alien and based their monster design on that. And they liked that idea. That was whereI really had fun on this movie – to do my version of those classic science fiction aliens as a lot offun. "How does one design a retro alien? "Lots of brains and veins, stuff like that," he says. "We havean alien based on a fish, definitely from an aquatic world. I have a cameo in the film, where I'm© 2012 Columbia Pictures (Sony) 9

MEN IN BLACK 3 (2012)PRODUCTION NOTESan alien with an exposed brain. By comparison, our 2012 aliens are much more sleek andpolished. "Of course, Baker also designed the lead alien: the bad guy, Boris the Animal, played by JemaineClement. Baker designed a very badass biker costume, complete with goggles that seem to beembedded deep in Boris's eye sockets. "I got the chance to make Jemaine into something hereally isn't," says Baker. "He's really a very gentle man, but in the costume, he is much moremenacing – and, the women on set have told me, sexy. ""When I first came in, Rick Baker sat me down and asked, ‘Are you claustrophobic?'" Clementrecalls, laughing. "He asked me all of these questions – I'm not sure if they were intended toscare me, and they did scare me a little. He also mentioned that a lot of people who do a makeupeffectscharacter 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-fourhours once they established a rhythm).Of course, it's not all aliens and monsters. Make-up artist Christian Tinsley was tasked withmaking Josh Brolin look just a little more like Tommy Lee Jones: the actor was fitted with amold 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 ofdays I spent with Bill, doing his makeup, because we love the same kinds of movies. We had alot of fun talking while we were doing the makeup," says Baker. "And, it turns out, he's a fan ofmy 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 withhis hands on a really great practical joke. "Emma Thompson said to me that one of the things sheliked about the first two Men In Black films was that the aliens aren't necessarily in your face allthe time, but they're there. You know, an alien might appear for only a few frames pastsomebody in the Men in Black headquarters, but it's fun to do that. I think it's cool to put inaliens that people won't even see until their fourth or fifth time around. For example, in thismovie, in the Coney Island sequence, there's a crazy alien in the back playing pinball. You haveto look for it. "THE VEHICLES AND WEAPONS"The Men In Black cars have always been cool," says Sonnenfeld, meaning they would have tofind a car suited to the MIB from 1969. Their answer: the Ford Galaxy. "Not only does it have aniconographic 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 aboutit 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© 2012 Columbia Pictures (Sony) 10

MEN IN BLACK 3 (2012)PRODUCTION NOTESmonocycles, 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. "Wewanted a bike that blends in with 1969 biker culture, but also fit Boris's design, meaning itshould 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-jetengine," 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 theagents – 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, theneuralyzer takes up an entire room at headquarters. "In 1969, it's the same shape, but a hundredtimes larger and powered by tubes," says Welch. "As our technology always does, it got smallerand 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 otherside. It's loud and violent and horribly dangerous because it's new technology that hasn't beenrefined yet. "Harlocker's team constructed a vessel weighing 6,000 pounds, 18 feet long and 14 feet high, inwhich only one person could be neuralyzed at a time. "One of the things we tried to do with the1969 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'shands lives his henchman, which we called his ‘weasel. ' It is a horrible, vicious creature thatfires porcupine-like, deadly sharp quills, usually into people's foreheads. " The weasel was acollaboration between Ralston and Baker, and the quills were carried out from Baker's designand realized by Harlocker's team, as they manufactured, painted, and added hair to 125 quillsbased on Baker's design.ABOUT THE COSTUMESYou can't have the Men in Black without their iconic suits, so putting the men back in black wascostume designer Mary Vogt.One might think that a black suit is a black suit, but costumes aren't fashion: each of the leadswould require a number of suits, each designed to do a specific task. "Will and Josh each haveabout 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 adifferent outfit for every different stunt," says Vogt. In recalling the days of easy riders, Vogtsays, "we gave him a light-colored motorcycle jacket with fringe, bandana, and glasses – wewanted the audience to immediately be able to tell the difference between 2012 Boris and 1969© 2012 Columbia Pictures (Sony) 11

MEN IN BLACK 3 (2012)PRODUCTION NOTESBoris," she explains.Of course, it also fell to the costume designer to dress the women in the film. Vogt had originallyplanned on dressing Emma Thompson's character, O, in a pantsuit, but after seeing the actress'simpressive 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, theimpulse 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 nobrainer,"says Vogt. "She looked great in her quasi-Bettie Page hairdo, and she could walk infive-inch heels like they were bedroom slippers. "ABOUT THE VISUAL EFFECTSSony Pictures Imageworks' visual effects legend Ken Ralston, who has won five Oscars® for hiswork, takes on the Visual Effects Supervisor role with Jay Redd, whose previous experienceincludes 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 challengeof all was to achieve a look that meshed with the film Sonnenfeld was directing. "Barry has avery distinct style," says Ralston. "It's very graphic, very distinctive to his movies. Our designshad 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 withwhat 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 61 st floor of the77-storey Chrysler Building (don't try this at home, kids – Agent J is a professional). "Ken and Istood at the top of the Chrysler Building to take reference photos," says Redd. Looking down the61 stories from the landing to the street, they started to wonder how long it would take for AgentJ to fall in real life? Turns out, just a few seconds. To extend Agent J's fall into a two-minuteplussequence, not only would Ralston and Redd have to play with the physics, but also getacross the idea that J is traveling through time. "It's a big challenge to show the audience whattime travel looks like," says Redd. "Dinosaurs sure mean prehistoric, but how do we show thatwe are in the Depression, in World War II? We looked for icons, and we started planning atwhere in the fall, where ‘on the building' we would need to be in each section. I think ourbuilding is about 800 stories tall, but nobody's going to notice – it's our job as artists andfilmmakers 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 heended up in a close collaboration with each of the department heads, from production design towardrobe to mechanical effects, to help give each the benefit of visual effects when needed. Forexample, production designer Bo Welch designed the monocycles that J and K employ to chaseBoris through Queens in 1969 – then passed the torch to Ralston and Redd's talented CG artists,© 2012 Columbia Pictures (Sony) 12

MEN IN BLACK 3 (2012)PRODUCTION NOTESwho built the monocycles in the computer – some sequences entirely computer generated – andre-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 Ifirst met when we were 17, doing commercials – I've known him forever, but we've neverworked 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 Barryis going to grab and put into a close-up," says Ralston. "We could take some of Rick's aliens andadd some small things – say, some additional animation around the eyes, some blinks, antennaemoving around, an extra limb. " But Baker and Ralston also worked together to create Boris theAnimal. "Rick designed a very cool idea, where the head and a lot of the features look likeclosed fingers or claws," Ralston explains. "When he comes unglued or gets really angry, thefingers all open up and you start to see some of the strangeness inside his head. Rick created thecreature, and we talked all the time about what we could do with him, because there would comea 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 (itturns 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 prisonbreak 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 notone but two Borises through the gantry holding the rockets that would launch the Apollo 11mission towards the moon. The trick to the sequence is producing a faithful digital re-creation ofan iconic event that everyone has seen hundreds of times while also creating everything that thedirector needs to tell the story. "Reality is great, but sometimes, reality can be boring. The MenIn Black movies are all about creating a heightened reality, a fantasy reality. We started withreality, then tried to go beyond but still have it feel like it's in the real world," says Redd. "Wehad 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 smokethere 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 eachother," Ralston says. "We have all the smoke blowing around, the steam, the vents, the reallycool angles of the rocket. The lighting has to have a certain quality. It's all stylized to feel like it'spart 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 rightbefore transitioning to directing – helped give the sequence a unique Men In Black feel. "Barry'sshooting style – wide angle lenses and lots of light – adds a sense of comedy while still retaininga sense of tension and pace," he says.© 2012 Columbia Pictures (Sony) 13

MEN IN BLACK 3 (2012)PRODUCTION NOTESABOUT THE CASTTwo-time Academy Award® nominee Will Smith (Agent J) has enjoyed unprecedented successin a career encompassing films, television, and multi-platinum records. For his memorableportrayal 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 Pursuitof Happyness.Smith is currently filming and producing After Earth under his Overbrook Entertainmentproduction banner costarring Jaden Smith and directed by M. Night Shyamalan.His extraordinary list of blockbusters includes I Am Legend and Hancock. He also thrilledaudiences in such huge hits such as I, Robot, Independence Day, Men in Black and Men in BlackII. He does not limit his work to acting and, along with partner James Lassiter of OverbrookEntertainment, he produced, among others, Hitch, The Pursuit ofHappyness, The Secret Life ofBees, Seven Pounds, Lakeview Terrace and The HumanContract, which marked the featuredirectorial 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 NAACPImage Award for Best Actor for his performance in Seven Pounds in 2009. Smith has also earnedseveral Kids' Choice Awards for movies such as IndependenceDay, Wild Wild West, Shark Tale,Hitch, and Hancock. Smith received the first ever Grammy Award for Best Rap Performance in1989 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 issuesmost important to Smith are children's education and outreach; in many and varied ways, Smithhas long supported schools across the country. Smith has focused his efforts to make a differencethrough 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-profitorganization that implements innovative programs in Mozambique to improve the state ofeducation, orphan care, and HIV/AIDS education and medical assistance.Among his many accomplishments, Smith was honored by the Museum of the Moving Image in2006 and received the Simon Wiesenthal Humanitarian Award in 2009. He was given theprestigious 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 tothe global HIV/AIDS epidemic. In 2008, Smith became a National Board Member for MalariaNo More, a foundation with a simple goal: to end malaria deaths everywhere. Smith has alsolong been active in the Make a Wish campaign, granting wishes and supporting the foundation'sefforts to better the lives of children with life-threatening conditions for over a decade and a half.© 2012 Columbia Pictures (Sony) 14

MEN IN BLACK 3 (2012)PRODUCTION NOTESOne of the most acclaimed and accomplished actors in Hollywood, Academy Award® winnerTommy 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, hasstarred in such films as Eyes of Laura Mars, Coal Miner's Daughter – for which he received hisfirst 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 InBlack, U. S. Marshalls, Double Jeopardy, Rules of Engagement, Space Cowboys, Men in Black2, The Hunted, The Missing, The Three Burials of Melquiades Estrada, A Prairie HomeCompanion, 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 alsoreceived a Golden Globe Award as Best Supporting Actor. Three years earlier, Jones receivedhis 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 receivedan Oscar nomination for Best Actor and in the same year he starred in the Academy Awardwinning film No Country for Old Men written and directed by Joel and Ethan Coen and based onthe Cormac McCarthy novel.This year, in addition to his role in Men in Black 3, Jones will stars with Meryl Streep in HopeSprings opening August 10 and as Thaddeus Stevens in Steven Spielberg's Lincoln, slated toopen in December.Most recently he completed filming The Emperor on location in New Zealand for director PeterWebber. Jones portrays General Douglas MacArthur.In 1995, Jones made his directorial debut with the critically acclaimed telefilm adaptation of theElmer Kelton novel " The Good Old Boys" for TNT. Jones also starred in the telefilm with SissySpacek, Sam Shepard, Frances McDormand and Matt Damon. For his portrayal of HeweyCalloway, he received a Screen Actors Guild Award nomination and a CableACE Awardnomination.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 FilmFestival and garnered Jones the award for Best Actor and screenwriter Guillermo Arriaga theaward for Best Screenplay for this film about friendship and murder along the Texas-Mexicanborder.Most recently, Jones directed " The Sunset Limited" for HBO. This telefilm, which premiered inFebruary 2011, is based on the play of the same name by Cormac McCarthy and starred Jonesand Samuel L. Jackson.Jones has also had success on the small screen. In 1983, he won an Emmy Award forOutstanding Lead Actor in a Limited Series or a Special for his portrayal of Gary Gilmore in "© 2012 Columbia Pictures (Sony) 15

MEN IN BLACK 3 (2012)PRODUCTION NOTESThe Executioner's Song," and, in 1989, he was nominated for an Emmy Award and a GoldenGlobe 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 HowardHughes," the American Playhouse production of " Cat on a Hot Tin Roof," " The Rainmaker forHBO, 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 otherBroadway 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 degreein English.Academy Award®-nominated actor Josh Brolin (Young Agent K) has emerged as one ofHollywood's top leading men. A powerful, sought-after film actor, Brolin continues to balancechallenging roles in both mainstream studio productions as well as thought-provokingindependents.This year, in addition to Men in Black 3, will also star in the crime drama The GangsterSquadalongside a noteworthy cast including Ryan Gosling, Emma Stone, and Sean Penn. The filmrecalls the LAPD's efforts to reclaim their city from one of the most powerful mob bosses of the1940s; it will be released nationwide by Warner Bros. on October 12th. This summer, Brolin willbegin shooting Labor Day opposite Kate Winslet. The film, directed by Jason Reitman, will bereleased in 2013 by Paramount Pictures. In addition, the actor will begin shooting Spike Lee'sremake 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 andreceived awards from the New York Film Critics Circle and the National Board of Review forhis portrayal of Dan White in Gus Van Sant's acclaimed film Milk. Recently, he starred in theCoen Brothers' True Grit, which was nominated for 10 Academy Awards® including BestPicture; Oliver Stone's Wall Street: Money NeverSleeps opposite Shia LaBeouf and MichaelDouglas; and Woody Allen's You Will Meeta Tall Dark Stranger, opposite Anthony Hopkins andNaomi Watts. He received rave reviews for his portrayal of George W. Bush in Oliver Stone'sbiopic, W. Prior to that, Brolin earned a Screen Actors Guild Award as part of an ensemble forhis work in Joel and Ethan Coen's No Country for Old Men, which also won four AcademyAwards®, including Best Picture and Best Director. Additionally, Brolin starred in Ridley Scott'sblockbuster American Gangster and was nominated for a Screen Actors Guild Award as part ofthis ensemble.Other film credits include: Planet Terror, part of the critically acclaimed Quentin Tarantino andRobert Rodriguez double feature, Grindhouse, alongside co-stars Rose McGowan and FreddyRodriguez; In the Valley of Elah for director Paul Haggis, where he starred opposite Tommy LeeJones and Susan Sarandan; John Stockwell's Into theBlue, opposite Jessica Alba; Victor Nunez's© 2012 Columbia Pictures (Sony) 16

MEN IN BLACK 3 (2012)PRODUCTION NOTESCoastlines, opposite Timothy Olyphant; Paul Verhoeven's blockbuster hit, Hollow Man, withKevin Bacon; Scott Silver's ModSquad, opposite Claire Danes; Ole Bornedal's psychologicalthriller Nightwatch, with Nick Nolte, Patricia Arquette, and Ewan McGregor; Best Laid Plansopposite Reese Witherspoon, produced by Mike Newell; All the Rage, which featured an all-starcast including Gary Sinise, Joan Allen and Anna Paquin; and Guillermo Del Toro's sciencefictionthriller, Mimic, opposite Mira Sorvino, Jeremy Northam, and Charles Dutton. Brolin alsoreceived 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 byRichard Donner for producer Steven Spielberg.In television, Brolin made his mark as a series regular in the popular ABC series "The YoungRiders" as well as "Private Eye" for NBC and "Winnetka Road" for CBS. Brolin also receivedcritical praise in the TNT's epic miniseries "Into the West," opposite Beau Bridges, Gary Buseyand Jessica Capshaw. In addition, Brolin starred in the title role of NBC's acclaimed politicaldrama, "Mr. Sterling. " The show followed the efforts of an idealistic young politician as heattempted to both learn and work within an often corrupt system. He also appeared in the CBSmovie-of-the-week "Prison of Children," and in the Showtime original film "Gang in Blue" withMario Van Peebles, J. T. Walsh and Stephen Lang. Brolin co-starred opposite MarySteenburgen, Gretchen Mol and Bonnie Bedelia in CBS's television adaptation of William Inge'sPulitzer Prize-winning play, "Picnic. "As a producer, Brolin joined Matt Damon, Chris Moore, Anthony Arnove, and Howard Zinn, ina documentary entitled The People Speak, based on Zinn's influential 1980 book A People'sHistory of the United States. The feature, which aired on the History Channel in 2009, looked atAmerica's struggles with war, class, race, and women's rights and featured readings by ViggoMortensen, Sean Penn, and David Strathairn, among others. Brolin made his film directing debutin 2008 with a short entitled X, which he also wrote and produced. It premiered at the SantaBarbara International Film Festival before screening at such festivals as South by Southwest andthe AFI Dallas Film Festival.Brolin spent five years with Anthony Zerbe at the Reflections Festival at the GeVa Theatre inRochester, 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. " Brolinalso starred opposite Elias Koteas in the acclaimed Broadway production of Sam Shepard's "TrueWest. " 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 creditsinclude "Skin of the Teeth," "The Crucible," and "A Streetcar Named Desire" at the KennedyMemorial Theatre; "A Midsummer Night's Dream" at the Lebrero Theatre; and "Dark of theMoon" at the Ann Capa Ensemble Theatre.Jemaine Clement (Boris) is a musician, comedian and actor who is no stranger to offbeatcharacters.The native New Zealander has been involved in a wide array of projects on stage, radio,© 2012 Columbia Pictures (Sony) 17

MEN IN BLACK 3 (2012)PRODUCTION NOTEStelevision and film. He is one-half of the Grammy® Award-winning duo Flight of theConchords. Billing themselves as the "fourth-most popular folk parody duo in New Zealand," thegroup uses a combination of witty observation, characterization and acoustic folk guitars. Theirquirky act was later converted into a BBC radio series, followed by the seven-time Emmy®nominatedAmerican television series, "The Flight of the Conchords," which premiered on HBOin 2007. Clement has also received three shared WGA® nominations for his scripting of theseries.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 andRio; the lead in Jason Nutter's period crime comedy, Predicament; and Jay Roach's comedyensemble Dinner With Schmucks. Prior to that, he portrayed the eccentric science fiction authorDr. Ronald Chevalier in Gentlemen Broncos, directed by Jared Hess. His performance in the filmnetted 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, ColdSouls, Body of Lies, TheGrey Zone, A Price AboveRubies. TV: "Boardwalk Empire" (2011 and 2012 SAG Award –Outstanding Performance by an Ensemble in a Drama Series), "Ugly Betty," "Damages," "Studio60 on the Sunset Strip," "The Hunley," "Alexander Hamilton" (PBS). Broadway: "ThePillowman" (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 LortelAward nomination), "Belle Epoque," "The Persians," "The Mysteries," "Twelfth Night," "TheWinter'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," "MadForest. " Stuhlbarg is a BFA graduate of the Juilliard School, and is a member of the LAByrinthTheater Company.Emma Thompson (Agent O) is one of the world's most respected talents for her versatility inacting as well as screenwriting. In 1992, Thompson caused a sensation with her portrayal ofMargaret Schlegel in the Merchant-Ivory adaptation of E. M. Forster's Howards End. Sweepingthe Best Actress category wherever it was considered, the performance netted her a BAFTAAward, Los Angeles Film Critics Award, New York Film Critics Award, Golden Globe andAcademy Award®. She earned two Oscar® nominations the following year for her work in TheRemains of the Day and In the Name of the Father. In 1995, Thompson's adaptation of JaneAusten's Sense and Sensibility, directed by Ang Lee, won the Academy Award® for BestAdapted Screenplay as well as the Golden Globe for Best Screenplay and Best Screenplayawards 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 andnominated 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© 2012 Columbia Pictures (Sony) 18

MEN IN BLACK 3 (2012)PRODUCTION NOTESperformance. In 2006, Thompson co-starred, to critical acclaim, with Will Ferrell, DustinHoffman, and Maggie Gyllenhaal in Stranger Than Fiction, directed by Marc Forster, andproduced by Thompson's frequent collaborator, Lindsay Doran. In 2004, she brought to thescreen 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 ofthe Phoenix, for director David Yates. In 2004, Thompson appeared in her own adaptation ofNanny McPhee, directed by Kirk Jones and then again in 2010 in Nanny McPhee and the BigBang, 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 PhyllidaLaw, an actress. She read English at Cambridge and was invited to join the university's longstandingFootlights comedy troupe, which elected her Vice President. (Hugh Laurie wasPresident. ) While still a student, she co-directed Cambridge's first all-women revue "Women'sHour," made her television debut on BBC-TV's "Friday Night, Saturday Morning" as well as herradio debut on BBC Radio's "Injury Time. "Throughout the 1980s Thompson frequently appeared on British TV, including widely acclaimedrecurring roles on the Granada TV series "Alfresco," BBC's "Election Night Special" and "TheCrystal Cube" (the latter written by fellow Cambridge alums Stephen Fry and Hugh Laurie), anda 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 andstarred in her own BBC series called "Thompson. " She worked as a stand-up comic when theopportunity arose, and earned £60 in cash on her 25 th birthday in a stand-up double bill withBen 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 WestEnd 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 TheTall Guy. She then played Katherine in Kenneth Branagh's film-directing debut Henry V andwent 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) andthe 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 fordirector Richard Curtis. The latter film netted Thompson a number of accolades, including BestActress in a Supporting Role at the 2004 Evening Standard Film Awards, a nomination for BestSupporting Actress at the 2004 BAFTA Awards, Best Supporting Actress at the 2004 LondonFilm Critics Circle Awards and Best British Actress at the 2004 Empire Film Awards.© 2012 Columbia Pictures (Sony) 19

MEN IN BLACK 3 (2012)PRODUCTION NOTESThompson 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 ofgross human rights violations. On behalf of the Foundation, Thompson co-curated "Journey," aninteractive art installation which uses seven transport containers to illustrate the brutal andharrowing experiences of women sold into the sex trade. Thus far Thompson and "Journey" havetraveled to four international cities for exhibitions and interviews (London, Vienna, Madrid andNew York) with the Netherlands scheduled for this fall.Thompson is also an Ambassador for the international development agency, ActionAid, and hasspoken out publicly about her support for the work the NGO is doing, in particular, in addressingthe HIV/AIDS epidemic that continues to sweep across Africa. She has been affiliated with theorganization 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 awardsare open to every education establishment in England, Wales and Northern Ireland teachingpupils between the ages of 3 and 18, to nominate and celebrate teachers (and schools) whotransform lives and help young people realize their potential.© 2012 Columbia Pictures (Sony) 20

MEN IN BLACK 3 (2012)PRODUCTION NOTESABOUT THE FILMMAKERSBarry Sonnenfeld (Director) has found commercial and artistic success with such films asAddams Family, Addams Family Values, Men In Black I & II, Get Shorty, Wild Wild West,BigTrouble, and RV. He has produced or executive produced The Ladykillers, Lemony SnicketASeries 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 theirfirst feature film, Blood Simple and continuing with Raising Arizona and Miller's Crossing. Inaddition, Sonnenfeld served as Director of Photography on Penny Marshall's Big, DannyDeVito'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 aComedy 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, andIsuzu.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 September2003 where he writes his monthly column, "The Digital Man. " He is also an elected boardmember 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 joinedBen Stiller and Justin Theroux to co-write the film Tropic Thunder. Ben Stiller starred in anddirected the film, which also featured Jack Black, Robert Downey Jr. and Tom Cruise. The filmwent on to gross $185 million at the worldwide box office. In the same year, Cohen also wrotethe hit animated feature, Madagascar: Escape 2 Africa, which grossed $594 million worldwideand 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 theshow's staff. Mike Judge, who created and was running the show, read it and asked Cohen tostart writing for "Beavis and Butthead" immediately. His sophomore year at Harvard coincidedwith the beginning of what became a three-year stint writing for the popular series. Among theepisodes he wrote was one that featured "Beavis" and "Butthead" counterfeiting money bysimply photocopying it and, shortly thereafter, a group of Columbia University students werefound 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,© 2012 Columbia Pictures (Sony) 21

MEN IN BLACK 3 (2012)PRODUCTION NOTEShe entered into a deal with Disney Television Animation. After that, he went on to be a staffwriter 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. Duringthat time, Cohen signed an overall deal with FOX TV and won an Annie Award for outstandingwriting in animation for the episode "Ceci N'est Pas Une King of the Hill" (2004). During thatperiod, Cohen began writing feature scripts. The first was the Mike Judge-directed comedyIdiocracy, which starred Luke Wilson and Maya Rudolph. Cohen has since transitioned intoexclusively writing features.Upcoming projects for Cohen include writing a humorous take on Arthur Conan Doyle'sSherlock Holmes, set to star Sacha Baron Cohen as Sherlock Holmes and Will Ferrell as hissidekick, 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, wherehe pursues a career as a freelance writer. "The Men in Black" comic was his firstprofessionalsale. 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 wasa combination of these interests which led him to create the MIB comic, loosely based on urbanUFO legends.Cunningham holds a B. A. in Philosophy from the University of Tennessee. His current hobby isworld travel and he recently completed his longtime goal of visiting all seven continents.Walter F. Parkes (Producer) and Laurie M ac Donald (Producer) are the husband and wifeteam who hold the unique distinction of having helped to create DreamWorks, the first newstudio 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, LemonySnicket's A Series of Unfortunate Events, The Terminal, Road to Perdition and The Ring. In2007, they created their own company and produced the screen adaptations of the acclaimednovel 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 TimBurton. In total, films produced or executive-produced by Parkes and MacDonald have earned inexcess of $6 billion in worldwide box office.As studio heads, Parkes and MacDonald were responsible for development and production ofDreamWorks' 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—threeconsecutive Best Picture Oscar® winners: American Beauty, Gladiator and A Beautiful Mind,© 2012 Columbia Pictures (Sony) 22

MEN IN BLACK 3 (2012)PRODUCTION NOTESthe latter two produced in partnership with Universal Pictures. Other critical and commercialsuccesses produced during their tenure include: Cameron Crowe's Almost Famous, RobertZemeckis' 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®winningdrama 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 developmentfor the duo's projects at DreamWorks and other studios, and provide production co-financing onselected films.Parkes himself is a three-time Academy Award® nominee, earning his first nomination as thedirector/producer of the 1978 documentary California Reich, which exposed neo-Nazi activitiesin California. He garnered his second Oscar® nomination for writing (with Lawrence Lasker) theoriginal screenplay for WarGames, and his third nod for his work as a producer on the BestPicture 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, theNBC affiliate in San Francisco. She later joined Columbia Pictures, where she served as a VicePresident of Production. After four years, she started a production company with Walter Parkes.Immediately prior to joining DreamWorks, MacDonald oversaw development and production atAmblin Entertainment.Steven Spielberg (Executive Producer), one of the industry's most successful and influentialfilmmakers, is a principal partner of DreamWorks Studios. Formed in 2009, Spielberg andStacey Snider lead the motion picture company in partnership with The Reliance Anil DhirubhaiAmbani Group.Spielberg is also, collectively, the top-grossing director of all time, having helmed suchblockbusters as Jaws, E. T. The Extra-Terrestrial, the Indiana Jones franchise, and JurassicPark. As executive producer, his films have included the Back to the Future trilogy, Men InBlack 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 forSaving Private Ryan. His most recent releases as director are TheAdventures of Tintin: Secret ofthe Unicorn, which won the Golden Globe for Best Animated Feature, and War Horse, whichearned 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, andexecutive producer on Transformers 3, directed by Michael Bay.Spielberg began his career in television directing episodes of such shows as "Columbo," "MarcusWelby, MD" and "Night Gallery," among others. His movie "Duel" was later released as atheatrical film internationally, launching his motion picture career and leading to his first films,Sugarland Express and Jaws.© 2012 Columbia Pictures (Sony) 23

MEN IN BLACK 3 (2012)PRODUCTION NOTESSpielberg's most successful series for television was the Emmy-winning "ER," which heexecutive-produced with his Amblin Entertainment and Warner Bros. TV. The miniseries "Bandof Brothers" and "The Pacific," both of which he executive produced, won Emmys forOutstanding 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 establishedThe Righteous Persons Foundation using all his profits from "Schindler's List. " He also foundedthe Survivors of the Shoah Visual History Foundation, which in 2005 became the USC ShoahFoundation Institute for Visual History and Education. The Foundation has recorded more than52,000 Holocaust survivor testimonies and is dedicated to research and scholarship in thehumanities 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 executiveproducing 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 (MartinScorcese).Along the way, he has also produced or executive produced films with Warren Beatty, JamesToback, Steve Kloves, Beeban Kidron, Susan Seidelman, Sydney Lumet, Lasse Hallstrom andFrank Oz.In the last few years, Brown has moved away from NYC, continuing to team with some of thebest 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. toproduce 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 trilogydirected 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 andTrey Parker. He also was the cinematographer for Barry Sonnenfeld's thesis project at NYU filmschool.Bo Welch (Production Designer) is one of the most gifted and versatile production designers incontemporary cinema. He has forged significant collaborations with top directors, earning fourOscar®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 promisingcareer as an architect in Los Angeles. Excited to try something new, he then found work atUniversal Studios as a set designer. Welch gained his first screen credits for his efforts on RobertZemeckis' Used Cars and Walter Hill's period western The Long Riders.© 2012 Columbia Pictures (Sony) 24

MEN IN BLACK 3 (2012)PRODUCTION NOTESAfter further work as a set designer on films such as Mommie Dearest and Mel Brooks' Historyof 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 StevenSpielberg's The Color Purple. He was production designer on Joel Schumacher's slick vampiretale The Lost Boys, and soon after began a fruitful collaboration designing for Tim Burton onBeetle Juice, Edward Scissorhands (which brought him a BAFTA) and Batman Returns.Welch's beautiful design for Alfonso Cuarón's A Little Princess occasioned his secondOscar®nomination, in 1996. The Academy nominated him for Oscars®again in 1997 for MikeNichols' The Birdcage, and in 1998 for the sci-fi comedy Men in Black. His other film creditsinclude The Accidental Tourist, Ghostbusters II,Grand Canyon, Men in Black II, PrimaryColors, 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 2000on an episode of the Barry Sonnenfeld/Barry Josephson spy-spoof television series "SecretAgent Man," followed by episodes for another Sonnenfeld/Josephson effort, the comic booksatire, "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 theHat 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 Museumfilms with Ben Stiller, in addition to Just Married. His long list of credits also includes TheyCame from Upstairs, Fun With Dick And Jane, Flight of the Phoenix, The Cat in the Hat, A Walkin 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, HalAshby's Coming Home, starring Jane Fonda and Jon Voight. He went on to edit Ashby's BeingThere, starring Peter Sellers. Before becoming a director, Ashby was an editor with whomZimmerman collaborated for thirteen years.DANNY ELFMAN (Composer) has earned numerous honors, including a Grammy Award, anEmmy Award, three Golden Globe nominations and four Academy Award® nominations. In1998, he was honored with dual Oscar® nominations for Best Original Score for his work onBarry Sonnenfeld's Men in Black and Gus Van Sant's Good WillHunting. He received his thirdOscar® nomination for the score for Tim Burton's acclaimed fantasy Big Fish. Elfman earned hismost recent Oscar® nomination for his score for the acclaimed biopic Milk, directed by Gus VanSant, and his most recent Golden Globe nomination for his score to Tim Burton's Alice inWonderland.© 2012 Columbia Pictures (Sony) 25

MEN IN BLACK 3 (2012)PRODUCTION NOTESIn 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, PaulHaggis, Errol Morris, Rob Marshall, Brett Ratner, Guillermo del Toro, Wayne Wang, TimurBekmambetov, Barry Sonnenfeld, Brian De Palma, Peter Jackson, The Hughes Brothers, RichardDonner, Jon Amiel, Martin Brest and Warren Beatty.Elfman has worked on films of every genre, including Spider-Man (1 and 2), Batman andBatman Returns, Men in Black (1 and 2), Edward Scissorhands, Beetlejuice, To DieFor, ASimple Plan, Mission: Impossible, The Nightmare Before Christmas, The FamilyMan, Wanted,Taking Woodstock, Dick Tracy, Darkman, and Chicago.For television, Elfman won an Emmy Award for his theme for the hit series "DesperateHousewives" and was also Emmy-nominated for his theme for "The Simpsons," which is thelongest-running primetime comedy series ever.ALos Angelesnative, Elfman got his first experience in performing and composing at the age of18 for the French theatrical troupe Le Grand Magic Circus. The following year, he collaboratedwith his brother, Richard, performing musical theater on the streets of California. Elfman thenworked with a "surrealistic musical cabaret" for six years, using the outlet to explore multifariousmusical 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, "Rabbitand Rogue," had its American Ballet Theatre (ABT) World Premiere at The Metropolitan OperaHouse atNew York'sLincolnCenterin 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 RealSteel, Gus Van Sant's Restless, and the upcoming Frankenweenie and Dark Shadows. His Cirquedu 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. Sherecently worked on the DreamWorks comedy A Thousand Words, starring Eddie Murphy, andDinner 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 Pocusand 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 whichshe 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" atthe Pasadena Playhouse, and her designs for the show received a nomination for an LA Theater© 2012 Columbia Pictures (Sony) 26

MEN IN BLACK 3 (2012)PRODUCTION NOTESCritics Award.A native of Long Beach Long Island, Vogt graduated from the Fashion Institute of Technologyin New York. Her first professional job was as a fashion illustrator at Lord & Taylor, one ofManhattan's leading department stores. She came west to study at The Pasadena Art CenterCollege of Design. Her first work for Hollywood was as a sketch artist. In pursuit of her lifelonggoal of becoming a motion picture costume designer, she worked in a number of craft positionsand eventually assisted several leading designers. Her eclectic background makes her one of thefew who not only do their own illustration, but also have the hands-on experience to build acostume 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 creaturesand prosthetic makeup for over 40 years. Mentored early in his career by cinema makeup pioneerand innovator, Dick Smith, Baker honed his craft contributing to films such as The Exorcist, Liveand Let Die, and television's The Autobiography of Miss Jane Pittman, for which Baker won anEmmy. As his reputation grew within the Hollywood community, he pushed the boundaries oftraditional makeup effects by transforming David Naughton into a four-legged, ferociouswerewolf in An American Werewolf in London. Rick's ingenious use of prosthetics and puppeteffects won him an Academy Award® for Outstanding Achievement in Makeup the debut yearof the category.Garnering a reputation for excellence and resourcefulness, Rick's assignments became a diverseand iconic collection of creatures including Harry and the Hendersons, Michael Jackson'sThriller, Greystoke: The Legend of Tarzan, Lord of the Apes, Gorillas in the Mist, Coming toAmerica, 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 transformingBenicio Del Toro and Sir Anthony Hopkins into werewolves for The Wolfman. Through all ofhis adventures creating monsters and characters, Baker remains a thoughtful, dedicated artist anddevoted family man.Ken Ralston (Visual Effects Supervisor) is a visual effects pioneer, Visual Effects Supervisorand Creative Head at the Academy Award® winning visual effects studio, Sony PicturesImageworks.For more than three decades, Ralston has taken audiences to unimaginable worlds with hisintuitive vision and unparalleled mastery of visual effects.Ralston was most recently honored with an Academy Award® nomination for his work as seniorvisual effects supervisor on Alice in Wonderland.Many groundbreaking projects at Sony Pictures Imageworks have benefited from Ralston'sartistic acumen, including his many collaborations with Academy Award® winning directorRobert Zemeckis on the epic Beowulf, The Polar Express, and Cast Away.© 2012 Columbia Pictures (Sony) 27

MEN IN BLACK 3 (2012)PRODUCTION NOTESPrior to joining Imageworks, Ralston placed his artistic and technical stamp on the films atIndustrial Light & Magic. Breaking technological ground, Ralston played a pivotal role inadvancing the company's renown.Ralston has earned an impressive five Academy Awards®including a Special AchievementOscar®for the visual effects in the 1984 phenomenon, Star Wars: Episode VI - Return of theJedi. In addition to this, he received Academy Awards® for Best Visual Effects for his work asvisual effects supervisor on Forrest Gump (which was also awarded the Oscar® for BestPicture), 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 WrathOf Khan, Dragonslayer, for which he was also nominated for an Oscar®, and all three filmsfrom the Back to the Future trilogy, earning an Academy Award® nomination for best visualeffects on Back to the Future II.Ralston's career began at the seminal commercial animation and visual effects company, CascadePictures in Hollywood, where he worked on over 150 memorable advertising campaigns in theearly seventies. He built sets, sculpted models, animated puppets, created optical effects and stopmotion animation for such iconic commercial characters as Poppin' Fresh, the Pillsbury DoughBoy, 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: "RabidRider," "Fur of Flying," and "Coyote Falls. "Redd spent more than a decade at Sony Pictures Imageworks, during which time he served as thevisual effects supervisor on the Academy Award® nominated animated feature Monster Houseand Walt Disney Pictures' The Haunted Mansion.Previously, Redd was digital effects supervisor on Stuart Little 2 and honored with the VESAward (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 filmContact. An amateur astronomer, Redd was the perfect candidate to create the film's openingshot, a 4710 frame, 3-minute-and-19-second journey from the Earth to the end of the knownuniverse. This opening sequence was the first digital animation shot to be nominated for anAnnie Award.Before his arrival at Imageworks, Redd spent four years at Rhythm & Hues where he worked asa CG supervisor on numerous commercials, theme park rides and feature films such as theWaterworld and Academy Award®-winning Babe.© 2012 Columbia Pictures (Sony) 28

MEN IN BLACK 3 (2012)PRODUCTION NOTESRedd began his visual effects career in his native Salt Lake City where he worked in a postproductionfacility 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 forthe Visual Effects Society, UCLA, 3D Festival, 3December, London Effects and AnimationFestival, FMX, Australian Effects and Animation Festival, SIGGRAPH and many others. He hasalso written extensive materials and books for these courses and has been interviewed fornumerous magazine articles. At SIGGRAPH 2002, Redd, visual effects supervisor Jerome Chenand others presented "Let the Feathers Fly," a sold-out full-day course on the magic of StuartLittle 2.Redd attended the University of Utah where he studied photography and photographic anddigital lighting techniques."ACADEMY AWARD®" and "OSCAR®" are the registered trademarks and service marks ofthe Academy of Motion Picture Arts and Sciences.© 2012 Columbia Pictures (Sony) 29