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After the disappointing sequel, the Men in Black franchise took a full ten years to return with a new installment, simply titled Men in Black 3. That’s a decade to come up with something more original than Men in Black II, which largely rehashed the first movie. The end result is certainly an improvement over the second film, even if it lacks the novelty of introducing audiences to a world where extraterrestrials secretly live among humans. Still, Men in Black 3 succeeds in putting the series back on track.
In Men in Black 3, Agent J discovers that his partner K has been erased from history after alien criminal Boris the Animal escapes prison and travels back to 1969 to change the past. To restore the timeline, J follows Boris into the past, where he teams up with a younger Agent K to stop Boris from killing K and launching an alien invasion. As the events unfold, J and the younger K race against time to prevent Boris from altering history permanently and ensure the future remains intact.
The biggest gamble in Men in Black 3 is sidelining Tommy Lee Jones for most of the runtime, limiting him to the opening act and a brief appearance at the end. In his place, Josh Brolin steps in as a younger Agent K and absolutely nails it, delivering a pitch-perfect take on Jones’s signature deadpan delivery and mannerisms. If there’s ever a case to be made for casting younger actors instead of relying on de-aging effects, Brolin’s performance is the gold standard. That said, Jones is still missed—he’s been a personal favorite ever since Under Siege, and aside from the occasional misstep like Batman Forever, he’s had a remarkable run. By this point, though, in his mid-60s, the opening act does show some signs of age especially during action scenes.
This was Will Smith’s first film in four years, and he remains as reliable as ever, even if Agent J sees little in the way of meaningful development. The only new angle comes from a faint sense of mortality, sparked by witnessing K deliver a cold, impersonal eulogy that reduces a colleague’s life to little more than a passing acknowledgment. It’s an idea that briefly hints at something deeper—whether a life in the Men in Black is ultimately worth the personal cost—but the film never fully explores it, instead using it mainly as a device for J to uncover more about K’s past and add some weight to their partnership.
One notable change for Smith is that he doesn’t contribute to the soundtrack this time around. After the ’90s hit Men in Black and the less memorable Black Suits Comin’ (Nod Ya Head), the musical torch is passed to Pitbull; 2010’s favorite motivational speaker in the form of a rapper. His track Back in Time is a catchy, sample-heavy throwback built around Love Is Strange, complete with his trademark “Mr. Worldwide” energy and lines of pseudo-profound wisdom like “To understand the future we have to go back in time”
“A story is only as good as its villain,” as the saying goes, and with Boris the Animal—often insisting on being called just Boris—Men in Black 3 returns to peak form in that department. After Vincent D’Onofrio’s brilliantly unhinged turn in the original and Lara Flynn Boyle’s largely forgettable Serleena in Men in Black II, Boris stands out as a genuinely memorable antagonist from the moment he appears. Played by Jemaine Clement*, the character blends grotesque and human in a way that’s instantly unsettling—his body subtly revealing insect-like traits that evolve into something far more disturbing. Clement clearly draws some inspiration from D’Onofrio’s earlier performance, adopting a similarly off-kilter rhythm in his speech and an awkward, almost unnerving laugh that gives Boris a distinct and entertaining personality.
It’s a stark contrast to Serleena, who felt more like a hollow concept than a fully realized villain. Her portrayal leans heavily on appearance, with her tits tucked tight in an outfit that puts all of the focus on her cleavage, reflecting a broader Hollywood tendency to prioritize sex appeal over substance when it comes to female antagonists. While male villains are often allowed to be as strange, grotesque, or outright repulsive as needed, female villains are frequently stylized first and characterized second. You can see the contrast elsewhere too: Kathy Bates’s terrifying performance in Misery remains an exception rather than the rule, while films like Batman Returns highlight the divide—Danny DeVito is transformed into a grotesque Penguin, while Michelle Pfeiffer’s Catwoman is designed to be as alluring as she is dangerous. Men in Black II falls squarely into that pattern, whereas Men in Black 3 benefits from giving its villain a design and performance that prioritize memorability over mere aesthetics.
What’s most peculiar about Men in Black 3 is that the CGI doesn’t seem to have evolved all that much, despite the fifteen years separating it from Men in Black. The alien effects still carry that slightly glossy, artificial sheen that was common in the late ’90s, a byproduct of the limitations at the time. That’s not to say the creature work is bad—far from it. Boris in particular looks great—but some of the more cartoonish aliens, like Mr. Wu and his fish, never quite shake that “CG creation” feel, standing out more than blending seamlessly into the world.
With its 1969 setting and the added spark of Josh Brolin joining the cast, Men in Black 3 manages to redeem the series and provide a satisfying conclusion to the trilogy. Whether it remains a trilogy, though, is always up in the air—Hollywood rarely leaves a recognizable IP alone for long. The underwhelming reception of Men in Black: International showed how much of the magic depended on Will Smith and Tommy Lee Jones (and, by extension, Brolin). So it wouldn’t be surprising if the franchise resurfaces again someday, perhaps with Smith as a veteran agent mentoring a rookie, while an older Jones presides over the agency from behind a desk.
