Men in Black 3

2012 film directed by Barry Sonnenfeld

Men in Black 3 (stylized as MIB³) is a 2012 American 3D science fiction comedy film starring Will Smith and Tommy Lee Jones. The film is the sequel to the 2002 film Men in Black II released on May 25, 2012, almost ten years after its predecessor and fifteen years after the release of the original Men in Black. It also stars Josh Brolin, Emma Thompson, Alice Eve and Jemaine Clement, with Barry Sonnenfeld returning as director, and Steven Spielberg returning as executive producer.

Agent J

  • First of all, my name is J. Okay? It's not son, it's not slick and it damn sure ain't no Cochise.
  • Okay! You know how you're on a airplane and the flight attendant asks you to turn your cell-phone off. And you're like, I ain't turning my cell-phone off, that don't have nothing to do with no damn airplane. Well, [Showing the crowd a crashed spaceship] this is what we get, that's what happens. It gets up there, bounces around on the satellites, then blam! Just turn your damn cell-phone off. Now you're gonna drive off a cliff tonight because your GPS don't work.
  • May I have your attention please... [Neuralyzes a crowd] Okay. You know how your kid won the goldfish in that little baggy from the school fair, but you didn't want that nasty thing in your house so you told your kid it ran away but what you really did was flush it down the toilet? Well, this what happens. [Points to an alien fish towed away] Okay, see what I'm talking about? Don't lie to your kids!
  • [talking to K at Wu’s restaurant] Man, I am getting too old for this. I can only imagine how you feel.
  • [looking at an ugly alien fish] Ooh, man, you look like you come from the planet... Damn.
  • No, I call ladies "O." To me O is feminine, K is masculine. Y'know, I see a couple, I'm like... OK.
  • [from trailer, talking to Marco, a graffiti alien and a graffiti artist] Crazy, right? Two grown men, talking to the wall, wall talking back, it's a mess. But hey. Don't even worry about it.
  • [Upon seeing K’s car destroyed by Boris’ motorcycle after Boris captured Griffin] Damn it!
  • [To Boris] 'You might wanna get a pedicure if you get a second.'
  • [After seeing 1969 K shoot 1969 Boris] Where there's death, there will always be death.

Agent K



  • [giving a eulogy] I worked with Zed for over 40 years and in all that time he never invited me to dinner, he never asked me to his house to watch a game, he never shared a single detail of his personal life. [long pause] Thank you!
  • I don't ask questions I don't want to know the answer to.
  • (To J): 'Boris the Animal...I put him away a long time ago, it's the worst mistake I ever made.'
  • (To O on the phone): '...Lunar Max Prison- Boris the Animal.'
  • (To Boris): 'You haven't changed very much. I see the arm I shot off is...still shot off.'


  • [While pointing his gun in J's temple] We'll take it from here.
  • (Before shooting 1969 Boris) Not this time.

Boris the Animal

  • [repeated line, whenever someone calls him "Boris the Animal"] It's just Boris!
  • Let's agree to disagree!
  • [after his weasel animal settles into the cavity in his hand] You complete me.
  • [hanging on to Lily, preventing her from being sucked out into space] Sorry, darling. We did love the cake. [releases her]
  • Let's rewrite history, shall we, K?
  • (To K): 'Yes, my arm. (Speaking to his pet) We've thought about that moment...(looking up) everyday...for the last 40 years.'
  • (To past self) ' With my help, we'll get the Arc Net, kill Agent K, the invasion will be successful and we'll get to keep both of our ar...AR...ARRR...STOP STARING AT IT!'
  • [last words] Go ahead. Arrest me.


  • [repeated line] That was a close one.
  • A miracle is what seems impossible but happens anyway.
  • I lost my planet. I don't want you to lose yours. It'll take a miracle, but if you pull this off, you'll be my new favorite moment in human history.
  • 'When that ball is pitched to Davey Johnson- who only became a baseball player because his father couldn't find him a football to give him for his eighth birthday- it hits his bat two micrometers too high, causing him to pop out to Cleon Jones- who would have been born Clara- a statistical typist, if his parents didn't have an extra glass of wine that night before going to bed.'
  • -[followed on] 'Oh dear, I never see this one coming.'


[A guard starts to examine Lily's cake.]
Boris the Animal: Oh, I wouldn't do that.
Lunar Max Guard: Why's that?
Boris the Animal: It'll ruin your figure.
[The guard pokes a finger into the cake... releasing Boris' weasel pet, which attacks.]

Lunar Max Guard: You can't win, Boris!
Boris the Animal: Mmm, let's agree to disagree.
Lunar Max Guard: There's too many of us!
Boris the Animal: Rather hot in here. Mind if I open a window?
[Boris shoots a hole in the wall causing a decompression which sucks all Lunar Max guards into outer space.]

[from trailer]
J: Marco! You know you're not supposed to be north of Canal Street!
Graffiti artist: Who's Marco?
Marco: Just relax, punk. [he reveals himself in the walls] They're looking for me and not you.
J: Crazy, right? Two grown men, talking to the wall, wall talking back, it's a mess. But hey. Don't even worry about it.
[He neuralizes the graffiti artist.]

K: I promise you the secrets of the universe, nothing more.
J: [on phone] So what, there's some secrets out there that the universe don't know about?

K: There are things out there you do not need to know.
J: That's not the lie you told me when you recruited me.

Boris the Animal: Hello, K.
K: Boris the Animal.
Boris the Animal: It's just Boris!
K: You haven't changed very much. I see the arm I shot off is... still shot off.
Boris the Animal: Yes... my arm. [caresses his pet] We've thought about that moment every day for the last forty years.
K: Well, that's just not living a full life.
Boris the Animal: I can promise you it will be longer than yours.
K: Lonelier, too, since you're the last Boglodite standing.
Boris the Animal: We'll see about that. But first, I wanted the pleasure of killing you...
J: [arrives on the roof] Yo, K. [Boris starts shooting spikes at J and K, who use the door that J came through as a shield]
K: Where the hell have you been?
J: Fishing! [Boris continues to shoot spikes until J and K fall off of the roof]
Boris the Animal: You don't know it, K, but you're already dead.

J: You helped Boris the Animal time jump. [cocks his weapon]
Jeffrey Price: Whoa, whoa! Ok, I had to! That dude's a freak!
J: He killed my partner! I want to know when and where you sent him.
Jeffrey Price: What, you think I keep, like, a log book?
[He glances down at his log book and winces. J flips it open.]
J: [reading] "Target vector: July 16, 1969."
Jeffrey Price: All right, all right. That's a real bummer about your buddy. I'm sure that he was, like, a really great guy, but in terms of the whole space-time continuum, your friend was like a little blip on the historical radar!
[J spins him around to a wall of televisions, seeing a news report on the Boglodites invading Earth.]
Jeffrey Price: Oh... that's a big blip.

J: K! [O notices J trying to call for his partner] Alright. You got me. I give it to you, it's funny, very elaborate. [to everyone looking at him] Oh, and all of you. Fantastic performances. Can't believe you waited 14 years to develop a sense of humor, but, this is a good one. But, K, I need you to come out here now, 'cause I'm really startin' to get a little bit pissed off!
O: Agent J, would you mind keeping your voice down, and telling me who it is you're looking for?
J: I'm looking for K!
O: Who is K?
J: [grunts] You, too? You, too?
O: I mean, who is he to you?
J: My partner! Older gentlemen! 110, maybe 111 years old. Sort of a surly-Elvis thing happening with him. He smiles, like this: [J makes a poker face] Seen him around?!
O: [appearing a bit saddened] I'll take you to K.
J: Thank you!

J: [having just arrived in 1969] My man, what's today?
Man in Chrysler Building elevator: Tuesday.
J: The date?
Man in Chrysler Building elevator: The 15th.
J: Of?
Man in Chrysler Building elevator: July.
J: Dog, the year!
Man in Chrysler Building elevator: 1969.
J: Thank you! Look at me like I'm crazy.

[Boris rides down a boardwalk on his motorcycle]
Male Hippie: Far out, man. [reaches his hand towards the motorcycle]
Boris: If you want to keep that, I wouldn't!
Female Hippie: Make love, not war!
Boris: I prefer to do both.
[Both hippies laugh. Boris forces an awkward laugh, then the hippies stare at him awkwardly. He laughs again, and once more as he drives off.]

[after being Tazed at Coney Island by Young K]
J: You need to turn the electricity down on that damn thing. Can't taste my frickin’ tongue, K!
Young K: How do you know my name?

J: That's not an eye exam, K. That's a big-ass Neuralyzer!
Young K: You sure have a lot of information for a fella who doesn't know anything.

Young K: Last chance. Who are you, and what do you know?
J: I am an agent of "Men in Black", but I'm from the future. We're partners. 25 years from now, you're gonna recruit me, and 14 years after that, the guy you didn't let me kill at Coney Island, he escapes from prison, and jumps back in the past and unleashes a full scale invasion of Earth. We got about 19 hours to catch him and kill him so really, we need to go right now!
Young K: [after a pause] Alright.
J: So that's the story you believe?

[J and Young K are in Young K's car.]
Young K': Okay, future man, where to?
J: I don't know.
Young K: What do you mean "you don't know"?
J: I don't know. Uh, go wherever you went last time.
Young K: I haven't been here last time. I didn't tell you where I went?
J: No, I mean, we don't really talk.
Young K: What kind of partners sit in a car all day every day for 14 years and don't talk?
J: Exactly. And this is the type of problem it causes. It's dysfunctional.
Young K: Alright, sport, you better get useful real quick or you're goin' back in room 43.
J: Man. Uh– Uh– There was something in the file about a factory. Something happening a– at a factory. [Young K stares at him] Hey, look, man, you can put your Jedi knight on me all you want. That's all I got.
[Young K starts the engine of the car.]
J: Did I spark somethin'?
Young K: [Holds up a matchbook] Roman had this on his person when he was murdered.
J: [Takes the matchbook from Young K and examines it] It's a matchbook.
Young K: No, it's a clue. He didn't smoke.
[J and Young K drive off.]

J: [after knocking out the four-armed alien] Still keep the key under the ashtray.
Young K: Lucky guess. Now, where were we?
Bowling Ball Head: I was just about to tell you to screw off.
Young K: [to J] Hey, slick, you bowl in the future?
J: Absolutely, MIB league champ, three years running.
Young K: Well, let's see it. [walks up to the alien and pulls his head off; J is slightly horrified by this as Young K hands the head to him]
Bowling Ball Head: Uh! You can not just walk into my establishment and rip my head off!
J: My man, look. We don't have a lot of time for this. You really need to tell him somethin'.
Bowling Ball Head: I'll tell him this! [gestures rudely and glares at Young K]
J: Alright, your head. [Bowling Ball Head's face fills with fear as J carries him to a lane; Young K inhales with exasperation]
Bowling Ball Head: Wait... Hey, if you do this, I am gonna hunt you down, and I will make sure that you walk funny for the– [J rolls him down the lane, knocking over 8 pins, leaving pins 7 and 10 still standing] rest of your miserable last days on Earth! Unh!
Young K: Tough spare, slick. [J groans; the Bowling Ball Head rolls into the ball return]
Bowling Ball Head: You messed with the wrong head!
J: His head is a little... [walks up to the ball return and humorously peers inside]
Young K: You gonna tell us where Dom is?
Bowling Ball Head: [angrily speaking unintelligibly] I'll kill you both. I swear I'll kill both of youse!
J: [as he prepares to roll the alien's head down the lane again, he accidentally drops it, and it hits the floor] Ooh!
Bowling Ball Head: Ow! Jesus! [Young K grabs a bag for cleaning bowling balls]
Young K: Looks like your hook's a little off. You want me to clean her?
J: [figuring it might make him talk] Oh, yeah, sure thing. [throws the head to Young K, who immediately starts rubbing him with the bag]
Bowling Ball Head: Oh, no, no, no! Aw, come on! I just cleaned the bathroom with this thing! Please, no cleaning! No cleaning! Stop cleaning! Okay! Okay, alright! [Young K stops and removes the head from the bag] Alright, he's in the back. But he's not gonna talk to any Men in Black scum like you! [while talking, the headless body points at Young K] Now give me back my head! [Young K ignores his demand and throws the head back to J]
J: K, I call this one...
Bowling Ball Head: [as J puts his fingers in his nose] Oh!
J: ...low-hanging-fruit.
Bowling Ball Head: That ain't a finger hole, you sick bastard! [J turns and approaches the lane and rolls the head between his legs; it bounces slightly towards the pins] Ow! How about I pop your head off and see how you like it?! [J humorously makes it look like he's directing the ball; the Bowling Ball Head rolls right into Pin 7, knocking it into Pin 10] Ow! [the Bowling Ball Head, upside down, seethes with anger at the agents]
J: [satisfied] Ooh! Mmm! [gestures to Young K to go to the back room]
Bowling Ball Head: I'm gonna kill both of you! I'm gonna kill the both of youse! I'll kill you both!

[referring to everyone at the party in The Factory]
J: Is there anybody here who's not an alien?
[as they look around them J notices a man that looks like Andy Warhol taking photos]
J: Is that Andy Warhol?
Young K: Yep.

Agent W: GOD DAMN IT K! What, are you tryna blow my cover?!
Young K: Agent W, your cover is safe.
J: Whoa, Andy Warhols one of 'us?!
W: Safe? Are you out of your mind? I'm so out of ideas, I'm painting...soup cans and bananas for Chrissakes.
J: Uh, actually, Mr. Warhol, I'm a huge fan of your work.
W: Oh thank you. Who's the dumbass?
J: Whoa, how about a little professional courtesy.
W: What's that, dumbass?
J: Say it again.
W: You want me to?
J: I dare you.
W: Dumbass.

Andy Warhol: [referring to J] Who's that guy? Okay, don't tell me he's your new partner.
Young K: Actually, he's my old partner. He travelled back from the future to save the planet...
Andy Warhol: Jesus! Stop, don't tell me. I don't wanna know.

Andy Warhol: So what are you doin' on my turf, K?
Young K: Tracking a killer, a Boglodite. We have reason to believe he's gonna hit here next, Glamourian.
Andy Warhol: Glamourian?
Young K: Mm.
Andy Warhol: Right solar system, wrong planet. He's gotta be after the Archanan.
Young K: Archanans are extinct.
Andy Warhol: Well, apparently they're not. One washed ashore last week. The whole Roswell circuit's all abuzz about it. Alien unicorn, last of its species. His name's Griffin. Griffin the Archanan.

Young K: Well, how are we gonna find this guy?
Andy Warhol: What am I, a schmuck?
[Warhol points to the party]
Young K: What, he's here?
Andy Warhol: Well, here is a relative term. He's a fifth dimensional being. They can live in and visualize an infinite set of time-space probabilities simultaneously.
Young K: Alright, sounds like fun. Good work.
[Young K turns to go back to the party]
Andy Warhol: Whoa! Whoa! K! K! K! You gotta fake my death, okay? I can't listen to sitar music anymore.
Young K: Alright, I'll see what I can do. I'll talk to X.
[Young K turns to go back to the party]
Andy Warhol: K, I can't tell the women from the men!

[while young K is talking to Warhol, J encounters Griffin at the party not knowing who he is]
J: How's it going?
Griffin: Going? How's it going? Well, that depends. For me personally, it's good, things are good. Unless, of course, we're in the possible future where the muscle boy near the door gets into an argument with his girlfriend, which causes her to storm away and bump into the guy carrying the stuffed mushrooms, who then dumps the tray onto those sailors on leave and a shoving match breaks out and they crash into the coffee table here. In which case, I gotta move my plate like right now.
[J watches as everything Griffin says happens]
Griffin: Or, if it's the possible future, in which the pastrami sandwich I'm eating causes me gastric distress. But thankfully your friend, sir, will offer some of the antacids he carries in his right pocket. So good, I'll be good. Except in the case of the possible future where I have to leave in two and a half minutes, just before he has a chance to offer me the antacids. So, on the whole, I'd have to say, not good. I'm not good.
[J gives Griffin a confused look]
Griffin: But that depends.
J: K!

Young K: We need pie.
J: What?
Young K: My granddaddy always said, if you got a problem that you can't solve, helps to get out of your head. Pie, it's good.
J: Pie?
Young K: Yeah.
J: Your granddaddy, heavy-set man?
Young K: A little bit.
J: Yeah, you know what? We've been doin’ smart stuff, we've been followin’ clues, doin’ real police work. It might be time we do somethin’ stupid. Somethin’ that ain't got nuttin’ to do with nuttin’. Ah, you know what? Now I want some pie, K. I want some pie. Let's go get some dumb-ass pie!
[J walks off]
Young K: Sounds good.

J: World class serial killer out there and we're havin' pie.
Young K: What you do with your spare time, stretch?
J: Arrrgh....
Young K: You see, I sense you not embracing the concept here. Pie don't work unless you let it.
J: I'ma... I'ma let it.
Young K: Well you said we don't talk, right? Go ahead, ask me any question, anything you want, as long as it doesn't have to do with the case. Just let her rip.
J: What's up with you and O?
Young K: Me and O?
J: Yeah, you and O.
Young K: Alright, alright. Alright, this is it: a while back, I was assigned to keep tabs on a musician, Mick Jagger, he was in this British band, Rolling Stones...
J: Rings a bell...
Young K: We believed he was on the planet to breed with Earth women, so I was in London and that's when I met O. Smart, funny, great smile, and we find ourselves in this pub, Whistlers Bar, warm beer and the worst food you ever ate. We just played darts 'til the sun came up, neither of us wanted to leave...
J: What the hell happened to you, man?
Young K: I don't know, it hasn't happened yet. What about you, Slick? In the future, you got yourself a girl?
J: I got you!

J: So this is how you see things? This is amazing.
Griffin: It's a gigantic pain in the ass, but it has its moments.

[through Griffin's eyes, J and K see the last game of the 1969 World Series.]
J: Wait, this game doesn't happen until October.
Griffin: Oh, it's always October, November, March... so many futures, and they're all real, you just don't know which one will coalesce. Until then, they're all happening. Like this one here, it's my favorite moment in human history.

Boris the Animal: The Arc Net! Give it to me!
Griffin: I don't think this is the one where you get it!

Young K: [chasing Boris on futuristic motorcycles, who has captured Griffin]: You all right there, Chief?
J: Hell, yeah. It’d be better with four wheels! Two is, like, my minimum.
Young K: What happens if Boris gets the Arc Net?
J: Boglodite invasion, total destruction of Earth!
Young K: We gotta stop this guy!
J: I've been trying! You haven't been trying?
Young K: Hey, slick. In the future, we ever do the Texas two-step?
J: Yes, sir!
[they proceed with the ”Texas two-step” to rescue Griffin]

Older Boris: [to his younger self] You pathetic waste of Boglodite flesh, I'd kill you right now, if I didn't value my own life.
Younger Boris: Who are you?
Older Boris: Look at you. Every mistake I've ever made just waiting to happen.
Younger Boris: What happened to my arm?
Older Boris: You lose it – shot off by a human.
Younger Boris: No human can defeat me.
Older Boris: You spend the next forty years in prison. Chained up, like an animal!
Younger Boris: No prison can hold me!
Older Boris: They built one especially for us, on the moon.
Younger Boris: No human has been to the moon, so they cannot have built it there already.
Older Boris: STOP ARGUING! You can avoid all of that, if you just listen to me!
Younger Boris: YOU were defeated! YOU let it get shot off! That wasn't me, that was YOU!
[both roar at each other]
Older Boris: What's your plan?
Younger Boris: Prevent the Arc Net from being deployed. Kill anyone who tries!
Older Boris: Good plan, didn't work. With my help, we'll get the Arc Net, kill Agent K, the invasion will be successful, and we'll get to keep both of our ar- [growls after noticing that Younger Boris is staring at his stump] STOP STARING AT IT! Listen.

J: Is there any future where I save his life?
Griffin: Yes. But where there is death, there will always be death.

[As K, J, and Griffin wearing the jetpacks land back on the ground]
Griffin: So glad this isn't one of the times we explode.
J: One of the times?!

J: Thanks... will I ever see you again?
Griffin: Anything's possible.
J: Man... Griffin!
[J leaves. Griffin's face falls and he looks at the camera.]
Griffin: I can never bear to watch this part.

Boris the Animal: Go ahead, arrest me.
Young K: Not this time.
[blasts Boris]

J: What do you know and what do you don't know?
K: How the hell do I know what I don't know?
J: That's a really good question...

J: [after returning from the past] And really, I just wanna say thank you.
K: It's been my privilege.
J: You know, there's a really high possibility now that I might know some things you don't know.
K: I doubt it.
J: I bet I know what went down with you and O.
K: She's a very fine lady, but you know the rules: there's no fraternizing amongst agents.
J: I think y'all might have fraternized a time or two...

[last lines]
[Griffin looks at the camera and smiles]
Griffin: This is my new favorite moment in human history. [face falls] ...unless this is the one where K forgot to leave a tip.
[Griffin looks over at K's place setting - no tip. In alarm, he looks up as the camera shows a meteor hurtling towards Earth. Griffin looks down as K enters and leaves a tip.]
K: Almost forgot.
[K leaves. In space, a satellite drifts into the meteor's path, causing it to explode harmlessly. Griffin looks at the camera and smiles.]
Griffin: That was a close one.

J: Ooh, man, you look like you come from the planet...damn!
K: And Bob here is a clear violation of Health Ordinance 32: Selling unlicenced, extraterrestrial...[sees Spiky Bulba]...foodstuffs.
Wu: That is an Earth fish- very traditional in China! You arrest me, that's a hate crime!
K: It would be if you were Chinese! [Snatches Wu's robe and hat off - revealing his six arms, six legs, and antennas]
Wu: K, come on, I got larvae to feed.
[K punches Wu with the Spiky Bulba]
K: Who's the Spiky Bulba for, Wu?
Wu: Nobody.
[K punches him with the Spiky Bulba again]
K: Who's it for?!
Wu: I keep them just in case.
K: In case what?! [Punches Wu again]
Wu: I don't know! Anybody.
K: Alright, you slug. [Goes to throw the Spiky Bulba at Wu]
J: [Intervening] Whoa, whoa, whoa!

[K puts it down]

J: Wu... uh... he and I are having issues in our relationship right now, but you shouldn't have to suffer for that.
Wu: Thank you, J.
J: So if you don't like gettin’ fish-slapped, I'm gonna need you to keep to our agreements - Earth people get Earth fish. Real Earth fish.
Wu: On behalf of my pathetic self and worthless children, you stay. Allow me most honorable benefit of serving you... favorite noodles, K?
J: Don't nobody want none of ya nasty-ass noodles, Wu.
K: You're a piece of shit, Wu. Shrimp and Bok Choy. We're gonna be here for a while.

Griffin: Thank you for saving my life.
Young K: Well, it's what we do.
J: D'you still have the Arc Net?
Griffin: When you're being hunted by Boris the Animal, you get good at hiding things. [He removes his hat, revealing the Arc Net inside his head]
J: Whoa!

[Griffin slowly transfers the Arc Net from his head, along his arm and into the capsule in his hand]

Griffin: This will save your world.

[K takes the Arc Net]

Griffin: [Putting his hat back on] Once it's outside the atmosphere, it gets a whole lot bigger. All you have to do is deploy it.
Young K: You mean in space?! Well, how do you suppose we do that?
Griffin: [Looking out to the distance] Ah, it's just one small step.

[J and K turn to look. They see the moon illuminating the night sky. K looks to see a New York Post paper delivery van with the front page on the side- 'MOON LAUNCH TODAY!']

Young K: The Moon Launch.
J: Cape Canaveral. July 16th, 1969.
Young K: We've got six hours to get to Florida, better get a move on, slick.

About Men in Black 3

  • You know, all movies go through a lot of drafts, and on this one, everyone just decided to make a bigger deal out of that. What I would say is, what made finessing the script harder on this one is that we were combining two genres. We were combining a Men in Black movie and a time travel movie and we had never done a time travel movie before. I can’t tell you how many times we watched Back to the Future. But the thing about time travel is you have to really set up the rules. You have to make sure the audience understands the rules. You have to make sure the characters understand the rules and you have to have the audience understand why the characters are doing the things they are doing to achieve what they need to do. And you’ve got two different Borises, you’ve got Young K and Old K. So, making these movies are hard enough and making a time travel movie is double hard. And putting them both together is quadruple hard. That’s what took a lot of drafts, because you’d think you solved a problem in the second act and then someone would wake up at 3:00 in the morning and go, “Wait a minute, we can’t kill him first, then the other one dies too.” So obviously in a perfect world you work that out [in the script] ten years ago.
    • Barry Sonnenfeld on the ten-year gap between films, Nerdist



See Also

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