Film / Men in Black 3

All spoilers for Men in Black and Men in Black II will be left unmarked. You Have Been Warned.

"Let’s rewrite history, shall we, K?"

— Boris the Animal

Men in Black 3 (stylized MIB³, but not MIB:3D, though it was released in 3D in select theatres) is the 2012 sequel to Men in Black II and the third film in the Men in Black film series. It is directed by Barry Sonnenfeld, who directed the previous two films in the series, with the screenplay by Etan Cohen (Tropic Thunder and Idiocracy). It was released on May 25th, 2012.

A very dangerous Boglodite named Boris the Animal (Jemaine Clement) breaks out of a lunar prison and swears revenge on K (Tommy Lee Jones), who arrested him 40 years ago and was responsible for him losing his left arm. He successfully erases K from the present by helping his younger self to kill him in 1969, allowing a Boglodite invasion. J (Will Smith), somehow the only one in the present who notices the change, must travel back to 1969 to Set Right What Once Went Wrong. Pitbull sings over the credits this time, though his single "Back in Time" was included in his studio album Global Warming, and not on the OST itself.

The film also stars Josh Brolin as the younger K, Michael Stuhlbarg as Griffin, Emma Thompson as Agent O, and Alice Eve as the younger O.

Loosely followed by the Spin-Off Men in Black: International with Emma Thompson returning as O.

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This film provides examples of:

Tropes A to F

• Actor Allusion
  • Hinted at. J doesn't like being called a dumbass in some dialogue reminiscent of Hancock.
  • When J takes a little girl's chocolate milk, she mistakes him for "the president" (Barack Obama). Will Smith has spoken of a desire to portray Obama in a biopic. Obama himself has said that if a biopic is made, Will Smith is his first choice to star in it.
  • Griffin's love of baseball. Michael Stuhlbarg's other best-known role, Arnold Rothstein of Boardwalk Empire, has quite a bit to do with the development of baseball in the US.
  • An alien race that survives by going from planet to planet and exterminating the population sure sounds like another Will Smith movie.
  • Keone Young also played a character named Wu in Deadwood and The Mighty B!.
  • Young Agent K doesn't like losing his gun and keeps a backup, just like Samuel Gerard.
  • A character played by Will Smith has a disappeared dad. Where have we seen that before?
  • J's unusual bowling form is nearly identical to the one Will Smith used in The Fresh Prince of Bel-Air.
• Advertised Extra:
  • Lily, who appears in only the opening sequence. (being played by Nicole Scherzinger helped)
  • Wu, the Chinese-restaurant-owning alien got an action figure despite five minutes of screentime and is killed in the prologue.
• Agree to Disagree: Boris the Animal's catchphrase.
• Alien Invasion: A Boglodite invasion occurs in the Alternate Timeline where K was killed in 1969.
• Alliance of Alternates: In 1969, Boris the Animal teams up with his past counterpart from the 70s after traveling through time. They don't really get along...
• Alternate Timeline: In which K was killed in 1969, allowing the invasion of the Earth by the Boglodites, with no Arc Net Shield to stop them.
• Always Chaotic Evil: The Boglodites are pretty much this. They wipe out whole races, feeding on the corpses for nutrition. Then move on to the next populated world to continue the cycle. In fact they burn off so much energy moving on to the next world, all it takes is a planetary shield preventing them from feeding pretty much ends them via starvation.
• Amazing Freaking Grace: Played by the Worms with a bagpipe at Z's funeral.
• Anachronism Stew:
  • The Apollo 11 launch site is referred to as Cape Canaveral. While this would have been natural for Agent J, it would have been unnatural for young Agent K as the Cape was re-named Cape Kennedy after John F. Kennedy was assassinated. The name only reverted back to Cape Canaveral in 1973, way after Apollo 11 was launched.
  • In 1969, green-and-white New York street signs introduced in the 1980s can be seen on light posts (back then, the signs would have been yellow with black lettering).
  • The racist cops who pull J over for driving-while-black wear light powder blue shirts with NYPD patches on the sleeves. It wasn't until 1973 that these uniforms were introduced and the department emblem was designed. The correct uniform for 1969 would have been dark navy blue shirts without the patches.
  • When J, K and Griffin enter MIB headquarters at the Brooklyn-Battery Tunnel ventilation building to fly to Cape Canaveral, the tilting shot prominently features three medallions over the entrance doors. Those cast aluminum reliefs, designed by Paul Manship, would not have been over the building entrance in 1969. They would have been mounted on the New York Coliseum convention center in midtown Manhattan. The reliefs were removed from the Coliseum in 1999 as it was being prepared for demolition and only later mounted on the ventilation building.
  • The flags of Burkina Faso, Greece, Papua New Guinea and Spain are all seen at Cape Canaveral. None of the flags shown were the flags used by the respective countries at the time.
  • Aversion: The motorcycle ridden by Boris the Animal has a low-profile rear wheel and tire which were not made in 1969. However, given that the motorcycle burns with a blue-green flame after it crashes, it is probably reasonable to assume it is at least partly of extraterrestrial manufacture.
• An Arm and a Leg: Boris lost his arm to K before going to a lunar prison.
• Arbitrary Skepticism: J has this towards Time Travel on the grounds that he felt a senior Agent like he was now would have been made aware of it. O then it explains it was made classified and above his pay grade. This dispels his skepticism but leads to this response:
  Agent J: You know what? I need a pay raise.
• Artistic License – History:
  • Griffin says that, before they won the World Series, the New York Mets finished bottom every season since joining the MLB. They finished second-last in both 1966 and 1968.
• Artistic License – Military: The Army would never send prisoners to the brig, as that is a Navy term. The Army term is the stockade.
• Artistic License – Physics: During the time jump sequence, it takes J about thirty seconds to fall far enough for the device to work. Given that he jumped from one of the Chrysler Building's eagle statues, which are located on the 61st floor, he's around 828 feet off the ground. It would've only taken about 6 seconds to fall that same distance. Falling for thirty seconds implies the Chrysler Building is over 14,000 feet tall.
• Asian Speekee Engrish: Exploited by Wu who is an alien disguised as a Chinese restaurant owner who does this to appease the tourists. He drops the act when K and J don't play along.
  J: Save the chop socky bullshit for the tourists, alright, Wu?
• Backstory Invader: After the alternate timeline is put into place: J gets on the elevator to go to work and is joined by another agent, AA, who addresses J as if J's his partner, whom he (nor the audience) has ever met before much less been partnered up with. J naturally knows something's wrong.
• Bad to the Last Drop: A running gag has Agent K lamenting every morning that "This coffee tastes like dirt", to which Agent J (in the present) or Agent O (in the past) would reply, "It should, it was just ground this morning." (This joke clues O in on the fact that J actually knew K, after K was killed in the past by Boris the Animal.)
• Balancing Death's Books: Griffin advises J that the only way to save K is to sacrifice another life, because "Where there is death there will always be death."
• Batman Can Breathe in Space: Boris can survive and even speak in a vaccuum.
• Bavarian Fire Drill: The newly arrived J acquires a car in 1969 by letting its owner assume that the black man in a suit must be the hotel's valet.
• Beat Without a "But": When K delivers a eulogy for Zed during his funeral, he lists all the things Zed never did with him before making a pause, making it look that he's about to say something positive in the end... But no, he only says "Thank you" and leaves, much to J's dismay.
  K: I worked with Zed for over forty years, and in all that time he never invited me to dinner. He never asked me to his house, or watch a game. He never shared a single detail of his personal life. (pause) Thank you.
• Beethoven Was an Alien Spy: Andy Warhol was a MIB agent. And Mick Jagger was a promiscuous alien.
• Berserk Button: Boris the Animal has one. It's just Boris. NOT BORIS THE ANIMAL!!! And STOP STARING AT HIS ARM!!
• Big Bad: Boris the Animal.
• Big Bad Duumvirate: Boris the Animal and his younger self in 1969.
• Bigot with a Badge: When J travels back to 1969 to Set Right What Once Went Wrong, he's pulled over by two older, somewhat dimwitted cops while driving an expensive vehicle they automatically assume he can't afford. J tricks them into using the neuralizer on themselves. He sheepishly admits that he did steal the car, but him being black has nothing to do with it.
• Bizarre Alien Senses: Griffin lives in 5 dimensions, which gives him a rather interesting view of time in general.
• Blessed with Suck: Griffin's future sight. At one point he shows J and K the Mets winning the 1969 World Series three months before it happens. J says it's incredible; Griffin replies that it's a pain in the ass due to him not only having to juggle constantly seeing a multitude of possible futures with no clue as to which one is the one that's going to occur, but also seeing those futures long before they are anywhere near relevant in the first place. (Though he does still enjoy it to some extent.)
• Briar Patching:
  J: Listen, I have rights and I demand to see my lawyer before you press that small button on the side firmly.
• Brick Joke:
  • Possibly with Agent J being pulled over in 1969 simply because he was black (he had stolen a car but the cops didn't know that). In Men in Black II, J remarks that the inflatable autopilot agent in the car used to be a black guy, but he kept getting pulled over.
  • "Man, what happened to you?"
• Broken Aesop: Played for laughs with the cops that pull J over in 1969.
  J: Just because you see a black man driving a nice car does not mean it's stolen! [Beat] A'ight, I stole this one, but not because I'm black!
• Brutal Honesty: The guy who gives J the time travel device warns him about traveling back to 1969, telling him "It wasn't the best time for your...people."
• Butterfly of Doom: Griffin is constantly referring to those. The trope is actually lampshaded when he is really worried upon seeing a butterfly... and with good reason, because in the timeline in which the butterflies appear Boris enters and begins shooting from the window, not the door.
• Call-Back: When J encounters the young K, K says "We'll take it from here...", which was his first spoken line in the first film.
• The Cameo: Will Arnett as Agent AA and Bill Hader as Andy Warhol.
• Cassandra Truth: Inverted. J is surprised when K immediately believe's he's a time-traveler, no questions asked.
• Catchphrase: Boris has "Let's agree to disagree." and "It's just BORIS!"
• Cerebus Retcon:
  • The reason K has always been such a curmudgeonly old guy is because he witnessed J's father sacrificing himself to save K from Boris back in 1969, which ended up with him somewhat becoming a surrogate to J.
  • The movie also added to why he selected J to be an MIB candidate in the first place since he kept an eye on him since then.
• Chekhov's Gun: The Moon landing.
• Chekhov's Gunman: You can see Griffin in the crowd of aliens in the establishing shots of 1969 MiB headquarters, scenes before he is officially introduced.
• Cloudcuckoolander: Due to him seeing multiple futures at the same time, Griffin is this.
• Continuity Nod:
  • When J runs out of the factory after Boris attempts to kill Griffin, he runs out onto the top of a parked car and takes aim with a standard revolver. This whole scene is exactly like the scene in the first film where he is given the "Noisy Cricket" and attempts to stop the bad guy, virtually everything from the weapon he's not happy about to his missing the bad guy and the collateral damage is an exact replica of the same scene.
  • While he doesn't appear in the film, Frank is referenced twice. Over J's bed, a huge portrait of a pug is hung, and a sideshow poster on Coney Island references the "amazing talking dog" — a pug.
  • Jack Jeebs (or someone who looks a lot like him) is the guy in the newspaper stand in front of the Chrysler Building in 1969 (it's a blink-and-you-miss-it thing).
  • Agent K is back living in the apartment that he used to have prior to Men in Black II.
    • In the scene where J goes to K's apartment, he's greeted by a woman who has a lot of kids. She's played by the same actress who portrayed the waitress in the the second movie, whom T told to marry and have a bunch of kids with.
  • The Colonel says "that's some next-level stuff" as the Arc Net Shield is deployed. J said "there's some next-level shit" when getting on the elevator as he returned to officially join up in the first film.
  • The cafe K and J go to is the same one J took T and Laura to in the second film.
  • "Hey, K, have you ever flashy-thinged me?"
  • Using "Eye exam" as a euphemism for neuralization.
  • The worms leaving Earth when an alien invasion is about to occur.
  • J climbing on top of a car to shoot an escaping alien and ending up in a pile of trash.
  • The younger Boris dies exactly the same way as Mikey from the first movie, sound effect and everything.
  • A Chase Scene begins with a shot of the New York Pavilion's metal globe that was destroyed by the Bug's ship in the first film.
• Conveniently an Orphan: Agent J.
• Creator Cameo: Director Barry Sonnenfeld appears as one of the people watching the rocket launch.
• Darker and Edgier: The film includes a much darker villain than any from the first two, and partly as a result of this the heroes face tougher moral dilemmas and more emotionally overwhelming circumstances than before.
• Deceased Parents Are the Best: J's father. Agent K's actions make this an Invoked Trope as he neuralizes the young J and tells him that all he needs to know is that his father was a hero.
• Deliberate Values Dissonance: The 1969 MIB resembles a sci-fi version of the set from Mad Men, including female agents working as secretaries. Chief X is also clearly speciesist by not caring if an alien got himself killed, as long as no human got hurt. The moment that J steals a nice car, he is shortly pulled over by two racist white cops.
  J: Just because you see a black man driving a nice car does not mean it's stolen! [Beat] A'ight, I stole this one, but not because I'm black!
• Disney Villain Death: Subverted by both versions of Boris. Future Boris survives getting pushed off a great height, but he is burned alive by the Apollo 11 rocket as it takes off. Past Boris falls after his arm is frozen and blown off, but he gets shot to oblivion by K using a laser gun.
• Door Focus: In the scene with Griffin, an alien who observes multiple future timelines as they're about to happen, but doesn't know which one will actually happen until it becomes the present. As J and K ask him if he knows that Boris the Animal is out to kill him...
  Griffin: Yes, he'll be here in two minutes, unless of course we're in the possible future where he made all the lights on Bowery and got here early and is just about to discharge a weapon through the doorway, in which case we're all dead in two seconds.
  (cut to a nearby door... which proceeds to do nothing)
  Griffin: Ah, good, that was a close one.
• Dropped a Bridge on Him: Zed, Da Chief, died between films.
• Driving Question:
  • What exactly occurred during K's original apprehension of Boris the Animal in July 1969? What happened down in Cape Canaveral that would leave K changed and turn him into the curmudgeon J and audiences know in the Present Day? And why would O restrict access to the mission records and prevent J from learning these details?
  • If history has been changed and nobody else remembers the original timeline, then why does J alone have Ripple-Effect-Proof Memory? What did Jeffrey Prince mean when he realized that J's memory must have remained intact "[because] you were there!"?
• Equippable Ally: The symbiote that lives in Boris's hand is also his primary weapon through the movie.
• "Eureka!" Moment: J figures out where Griffin is by hearing two diner patrons talk about the Mets. This is K's intent, deliberately invoking this by interrupting the case to get pie and getting their minds off the case.
• Evil Laugh: A real creepy one courtesy of Boris. Downplayed, however, because it seems to be more of a nightmare-inducing imitation of the human laughter he just elicited from a young hippy couple, instead of something he came up with himself to celebrate his evil plan.
• Exact Words:
  • Why do you think it's called a time jump?
  • Lily's cake was 96% organic material, as analyzed by the LunarMax guards.
• Expy: Jemaine Clement (Boris) is doing his best Tim Curry impression for the role.
• Extranormal Prison: There's a prison for alien criminals on the Moon. The guards have futuristic technology, and the fact that escape means exposure to vacuum also helps.
• Fictional Geneva Conventions: When O tells J that K was killed in 1969, and that he's suffering the effects of a messed up Temporal Paradox, she reveals that soon after it was invented, MIB successfully lobbied for Time Travel to be made illegal all over the universe.
• Flanderization: In the original movie, K is a rather stoic individual who takes his job seriously, but approaches everything with a calm demeanor, contrasting J who doesn't take the job seriously, but overreacts to everything. By this movie, K is so stoic, he is unable to crack a joke or a smile up until the ending. Justified by the fact that Boris, who K considers his archenemy, has escaped from prison, which clearly weighs heavily on his mind.
• Flash Freezing Coolant: In the Final Battle, K blasts a tube delivering coolant to a rocket, causing his opponent Boris the Animal's arm to freeze solid. K then shatters the arm with a blast from his laser gun.
• Five-Second Foreshadowing: When K offers to give him a job in the MIB, the Colonel tells him "I wish I could" before he's interrupted and killed by Boris. Although he doesn't get to finish his sentence, we can assume he was about to say something like "But I got a little boy at home to take care of."
• Foreshadowing: When Griffin shows The Colonel "the truth", the Colonel looks straight at J and his face visibly softens.
  • At the Chinese restaurant J makes a quip about how his dad never was around, K immediately tells him to not badmouth in his old man, in a rather out of character concern about someone he ostensibly doesn't know that even has J visibly frown.
  • The scenes in present day tips its hand before the time-jump to 1969 that J and his father were involved with the original capture of Boris by K:
    • Both K and O shield J from the details of Boris's capture at Cape Canaveral, despite his senior-agent status, and tell him not to ask anything he wouldn't want to know the answer to.
    • This is why J is the only person who remembers K in the altered timeline as he was in the prime timeline; as Jeffrey Price tells him before the jump, "That means you were there!", although J and the audience doesn't know what this entails yet.
• The "Fun" in "Funeral": K's tribute to Zed consists of two phrases with no emotion at all. Agent O imitates a tearful female alien spewing high-pitched gibberish.
• Funny Background Event:
  • Lady Gaga, Yao Ming, Justin Bieber, David Beckham, Tim Burton and Richard Nixon are aliens; Gaga living under her given name.
  • That one big-eyed alien at Zed's memorial service who keeps blinking, and blinking, and blinking...
  • Look at one of the guards when J, K and Griffin are talking to the colonel.

Tropes G to M

• Genre Blindness:
  • The prison guards in the opening scene. Someone brings a cake into a prison and you don't think to check it beyond a cursory scan? Not to forget leaving massive guns in the same area of a prison some of the worst inmates are kept in and not shooting Boris, despite him having a gun that can punch a hole in the hull of the lunar prison.
  • Boris is utterly sure he will be victorious, even despite his future self coming back to tell him that he wasn't.
• Good Cop/Bad Cop: J and K.
• Grand Finale: For the Original Trilogy and J and K's adventures. The franchise from hereon out would switch to new characters.
• Guilt-Free Extermination War: At the end of the movie, when J asks K about Boris "the Animal," K says he killed him in 1969; when J asks about the other Boglodites, K answers that they went extinct decades before, which J is very pleased to learn.
• Ham-to-Ham Combat: Boris does this with himself almost immediately after meeting himself in 1969.
• Hand Wave: How they explain why J remembers the original timeline.
• Heroic Sacrifice: The Colonel, who turns out to be J's father.
• Historical In-Joke: Undercover agent Andy Warhol desperately needs a transfer. He's so low on ideas he's been reduced to painting bananas and soup cans!
  • 1969!O pulls away the current MIB director from J and K, noting that the "Viagrans" have arrived to talk about "an extraordinary new pill."
• Horde of Alien Locusts: The Boglodites. Their species can only survive by conquest, they wipe out entire species as they move through the galaxy, and if they can't move on to a new species, they will die out.
• I Hate Past Me: Boris. He sees in his past self all the mistakes that led to losing his arm and ending up The Last of His Kind. The loathing is mutual, though, as Young Boris sees in his future self all the failures that he hasn't suffered yet.
• Innocent Inaccurate: "Mommy! The president is drinking my milk. He didn't say please."
• Insectoid Aliens: The symbiote that lodges in Boris' hand and "completes him".
• Insistent Terminology: It's JUST BORIS!
• In Spite of a Nail: Boris's initial change (killing K) seems to keep things the same enough for J to have become an agent in the first place. And despite J's involvement in the past it's implied minor things were also different but still "close enough." To the movie's credit, when J and 1960's K are together J makes a point of trying to keep K going along on the detective path he took in the original timeline rather than skipping to everything ahead of time due to J's future knowledge (which was minimal since he only glanced over the case report in the first place).
• Ironic Echo: Throughout the film, Boris uses the Catchphrase "Let's agree to disagree." Just after J outwits him with some Save Scumming, he throws the phrase back in his face as a Pre-Mortem One-Liner.
• It Began with a Twist of Fate: Griff is a fifth-dimensional being who can see infinite probabilities all at once and describes how even the slightest nudge in one timeline can cause a major butterfly effect. K and J are amazed while Griff describes his perspective of the universe as a pain in the ass.
• I Want My Jetpack: Lampshaded when O straps J and K to car-sized jetpacks. J remarks there is a reason they don't use them in the future. Griffin is overjoyed that the movie's timeline isn't one of the ones where they explode and kill all of them.
• Jail Bake: Though the thing inside the cake is an alien symbiont (nicknamed "Weasel" in the Blu-ray disc commentary) which helps Boris escape.
• Lame Comeback: While being hassled by J over his increasingly bad mood, K threatens to note in his report that J's behavior was "unbecoming."
  Agent J: Well, maybe my report's gonna reflect some shit too!
• Large Ham: Boris the Animal.
• Laser-Guided Amnesia: Two prototypes of the neuralyzer exist in 1969: the giant one that J is locked into, and a smaller one with a battery attached to K's belt (which for some reason has a dial-up modem). Also if you listen carefully, the "modem" makes an AOL chime.
• Last of His Kind:
  • Boris is the last Boglodite alive.
  • Griffin is the last of his kind as well.
• Leaning on the Fourth Wall: Towards the start of the movie, Agent J claims that a fallen flying saucer was caused by someone on an airplane not turning off their cellphone when instructed to do so. He then starts a lecture telling people to turn off their cellphones, which could also be a message directed at the audience in theaters.
• Literal Metaphor:
  Jeffrey Price: But first, we gotta get high.
  J: Hey... no.
  Jeffrey Price: No, no, I meant really high.
  [Cut to the top of the Chrysler Building.]
• Make Wrong What Once Went Right: Why Boris travels back in time.
• Manic Pixie Dream Girl: A rare male version in Griffin, kinda.
• Meaningful Background Event:
  • In the scene where J tries to get a time machine, take a close look at the television screens, which play news reports showing the Alien Invasion underway in different parts of the world. It just takes a bit of time before said aliens actually reach New York.
  • Also, watch closely as J looks around 1969 MIB for the first time, and you'll see Griffin walking around in the foreground.
• Mental Time Travel: Griffin can see a variety of possible futures.
• Mirthless Laughter: Boris. Just listen to it. Yikes.
• Mistaken for Gay: The guy who gives J the time travel device comments "You must really love him," referring to K, whom J had referred to as his partner.
• "Mister Sandman" Sequence: The first things J sees when he travels back to 1969? Cars, hippies ...
• Monster Fangirl: In the opening, Boris the Animal escapes from his Lunar Prison when his prison mail girlfriend brings him a cake containing his lethal symbiont. The kill-crazy alien monster thanks her for her aid to him, but lets her be sucked out into space without remorse and goes back to trying to destroy Earth.
• Monumental Damage: An alien ship pulls out the top of the Eiffel Tower.
• More Teeth than the Osmond Family: Boris' "true form" seems to be nothing but teeth. Foreshadowed by the mouth-like fissures his body is covered with.
• Morton's Fork:
  • When O starts to consider that J is the victim of a temporal fracture, she notes that the symptoms he's experiencing (a craving for chocolate milk, headaches, dizziness, mood swings, etc.) could also be the result of him having been bitten by the Horvathian brain tick and could die in agony at any minute, but O rules that option out by slapping J.
  • When J tells K why he shouldn't go to Cape Canaveral, K punches him in the face twice: once for lying to him earlier, and once for telling him the truth.
• Motor Mouth: Griffin can lapse into this, but considering he can see every possible timeline all at once it's understandable.
• Ms. Fanservice: Boris' girlfriend, played by real-life Ms. Fanservice Nicole Scherzinger.
• Multinational Team: There are hints that the MIB have members from different countries, if O is any indication.
• Mythology Gag:
  • The plot resembles the MIB animated series episode "The Head Trip Syndrome" which was about a human bigot who hated aliens and uses a time machine to kill off the founding members of MIB. The difference for the film is that the villain is an alien who wanted to travel back in time to kill K. Both also involve K in an important event in history. In the TV show episode, K was there when the first aliens landed and presented them flowers (originally meant for a date) as a welcome gift (this actually was a callback to the first movie when K mentions the MIB origins). In this movie, he was responsible for sending a defense network out into space around Earth to keep alien invasions from happening by planting it on the Apollo 11 launch. This is part of the reason Boris wants him dead (though the majority of his motive is revenge).
  • Boris is also similar to Agent Alpha from the animated series, a Psycho Prototype who K knew in the past, fired spikes, and required J's help to take him down.

Tropes N to S

• Newspaper Dating: The attempt at newspaper dating doesn't work because the guy in the elevator keeps shifting the date on the paper out of J's line of sight. J finally just asks him What Year Is It?.
• No Indoor Voice: Boris never speaks at any volume lower than a dull roar.
• No Name Given: The Colonel from 1969 is never referred to by name. Given he's J's father, his full name must be James Darrell Edwards II.
• Noodle Incident: J telling K about finding out "too late" that all models are aliens.
• Not the Fall That Kills You…: The only way to make the Time Travel device work.
• Obfuscating Stupidity: This is how J leaves the MIB facility in the past, with K's assistance. After escaping the primitive neuralyzer chamber without authorization, K pretends to escort his guest out, for fear he may have "cooked him a little too long."
  Agent J: I put my pants on!
• Older Than They Look:
  • Given she was a twenty-something in 1969, O is at the very least in her early sixties and could possibly be seventy. She looks about fifty. Young O was played by 30 year old Alice Eve and old O was played by 53 year old Emma Thompson.
  • Griffin when he makes his appearance at the end of the movie looking no older than he did more than 40 years ago.
• Omnicidal Maniac: The Boglodites need to regularly consume all the resources (and life forms) of a planet or they'll starve and die.
• The Omniscient: Griffin. He's a spacetime omniscient alien who can see every single future possibility of given events and how these possibilities are influenced by other small events.
• One Phone Call:
  • After being pulled over in 1969 for driving while black, J demands a phone call, although he's just Briar Patching the cops into neuralizing themselves.
  • At the 1969 MIB headquarters, J sees an alien calling his dad on the phone, asking for bail money.
• One-Winged Angel: Boris's true form at the end is pretty nasty looking. K isn't fazed at all and wastes no time disintegrating Boris with his laser gun.
• Orphan's Plot Trinket: J's watch from his father.
• Overly-Long Tongue:
  • Boris's — with plenty of squick to go along with it.
  • The waitress at the "Chinese" restaurant has a green prehensile tongue and tries to disarm J with it.
• Palate Propping: J sticks a metal tray between his thighs when the fish-creature tries to swallow him, preventing it from biting his legs off.
• Phrase Catcher: "Boris the Animal!" "It's JUST BORIS!"
• Plot Armor: The protagonists of course don't die, but J gets an especially jarring case during the final showdown when Boris' spikes, which so far dealt out One Hit Kills to anyone they hit, merely mildly inconvenience him despite four hits to his body (to be fair, J doesn't sustain hits to any immediately fatal areas such as his head or heart).
• Plot Hole: In this case, characters ignoring or avoiding obvious solutions to their problems. With the organization being a space-oriented organization in a universe with Casual Interstellar Travel, many viewers scratched their heads at having to put the MacGuffin on Apollo 11 specifically. Reasons can be justified and finagled out through Wild Mass Guessing, and even some potential Fridge Brilliance, but the fact that this alternative is never brought up in dialogue at all despite the fact that Agent J has been saying "what about this or that" every two minutes so far is a minor plot hole.
• Politically Correct History: Zig-zagged. J is warned before jumping back in time that "it wasn't the best time for your people," and is later pulled over simply due to being a black man driving a nice car, but then again, Cape Canaveral security is commanded by J's father, and no-one in the film even calls J "Black", let alone the N-word. MIB was also less alien-friendly in those days, as indicated by most aliens at the HQ being of the rubber forehead kind, O being a secretary, and Chief X casually dismissing the dead alien as long as no humans got hurt.
• Reed Richards Is Useless: Okay, but seriously...the guy who's familiar enough with a time machine to casually hand it over to J without payment is the clerk at an electronics store? Possibly justified though - he mentions that these devices are very old, so he probably didn't construct them himself, and neither did his father.
• Remember the New Guy?:
  • O never appeared in the first two films but apparently had been working at MIB for at least as long as K had. It's a case of Real Life Writes the Plot as Rip Torn's troubles made him uncastable, and a replacement was needed.
  • J realizes that time has been rewritten when instead of K, he's greeted on the way to work by AA, who addresses J as his partner even though he's not someone J or the audience have ever seen before.
• Resolved Noodle Incident: Downplayed, if not explicitly pointed out. Back at the end of the first film before he was neuralyzed, K mentioned that the Edgar the Bug incident was one of a hundred memories he'd be happy to forget. The climax and twist of this film reveals another of them: That J's father sacrificed himself to save K from Boris. K still blames himself for that death and for orphaning the then-young J.
• Retcon: In the first movie, K deletes J's data, which shows a 1975 birth date. In this movie, he finds a young James Edwards in 1969. James Edwards was then stated to have been born in 1965. To make it worse, Will Smith was born in '68.
• Right for the Wrong Reasons: While J is in time to 1969, he gets pulled over by two racist cops who believe that he stole the car he's driving because it happens to be a very expensive model (and J is of course black). After neuralyzing them, J admits to the stupefied cops that he did steal the car, but it had nothing to do with the color of his skin.
• Ripple-Effect-Proof Memory: J can remember the "real" past, which is explained as an effect of him being there, resulting in something of a Stable Time Loop.
• Ripple Effect Indicator: K's apartment.
• Rubber-Forehead Aliens: MIB headquarters in 1969 is populated by aliens that are accurate to late '60s sci-fi portrayals. Including Human Aliens wearing space suits that look like they came from sci-fi movies about the future.
• Rule of Three: J was a MIB agent for three years when he found out all models are aliens.
• Running Gag: "IT'S JUST BORIS!"
• Same Race Means Related: The only two characters who are black, Agent J and the Colonel, are revealed to be father and son late in the film.
• Save Sat: The very end had one of these avert a potential asteroid strike, but seemingly only Griffin was aware of it. A close one, indeed.
• Save Scumming: J time travels one minute backwards after memorizing Boris's attack pattern. Though pay attention when Boris went back in time that minute as well. The first attacks are Left-Right-Left, the second are Right-Left-Left. This makes for a bit of Fridge Logic as to how J dodged perfectly the second time.
• Scary Black Man: The NASA launch site commander, who turns out to be a Reasonable Authority Figure and J's Disappeared Dad.
• Sea Monster: The alien fish the Chinese restaurant keeps for their non-human patrons. The reason K and J show up is that they're serving them to human patrons.
  J: Wu, we had a deal. Earth people get Earth fish!
• Serial Escalation: Each of the preceding MIB films have had the fate of the planet and the universe hanging in the balance should J and K fail to stop the Big Bad. This still holds true with this film. But, befitting J and K's last adventure, the stakes are now higher than they've ever been before in the franchise. This time, it's not just the planet or the universe, but history itself should Boris succeed.
• Set Right What Once Went Wrong: Why J travels back in time. More precisely, he needs to set right what was once right but then was made wrong. Interestingly enough, along with J fixing the direct problem, future Boris and J also help fix something else by accident. Because of future Boris, K has a legit reason to shoot him instead of arresting him. Likewise, meeting future J means K knows the boy will develop right, lessening the guilt of not having been able to save his father. Both changes cause K to be less grumpy and more friendly, somewhat.
• Shout-Out:
  • Both the LunarMax prison in the beginning and the bunker to the Apollo launch site in the end are labeled CRM-114, a code that pops up frequently in Stanley Kubrick's films since Dr. Strangelove.
  • Boris is a genocidal alien biker and also Last of His Kind, just like the DC Comics character Lobo.
  • The number of the MIB car used in the '60s starts with NX. Kind of reminds you of another precursor vehicle.
  • "You complete me..."
  • At last, Boris' arm is complete again.
  • The alien at MIB HQ on the phone with his dad...
  "Dad, I'm on Earth. I need bail."
  • This banter between J and Andy Warhol is definitely one to Hancock:
    J: Actually Mr. Warhol, I gotta tell you I really love your work.
    W: Oh! Oh, thank you. [beat, then turns to K] Who's the dumbass?
    J: Woah! Hey, how about a little professional courtesy here?
    W: What's that, dumbass?
    J: Say that again.
    W: You want me to?
    J: I dare you.
    W: Dumbass.
    K: Agents...
    J: You know, I have no problem pimp-slapping the shiznit out of Andy Warhol.
  • Some of the nicknames that young K uses for J are from '50s cowboy shows like Hondo, Cochise, and Hoss.
• Shown Their Work: Details of the Apollo launch gantry in the film, with the escape zip line, and the capsule escape tower.
• The '60s: J travels back in time to 1969 to prevent K's death at the hands of Boris the Animal.
• Space Whale Aesop: J uses these as part of his neuralyzer cover stories: "You don't turn off electronics on a plane when told to, crashed satellite." "Flush a live goldfish, fish monster."
• Spanner in the Works: Boris' plan to kill K and restore the Boglodites. Under different circumstances, it would have worked and the MIB would've been none the wiser that history had been changed until it was too late. It only fails because Boris didn't know his entire trip was actually part of a Stable Time Loop and that J, having witnessed the event as a child, would retain his memories of the original timeline.
• Spike Shooter: Boris' main attack, courtesy of "The Weasel", his parasitic alien partner who hides inside his hand.
• Stable Time Loop: The time travel plot was always supposed to happen. It results in J's father not being there while he was growing up, K becoming The Stoic (and looking after J throughout his life), and J having Ripple-Effect-Proof Memory. Some things are changed around.
• Stepford Smiler: In a way, Griffin is one. He's always cheerful. Then he breaks down and nearly cries when remembering how the Boglodites have destroyed his planet, making him the last Archanan.
• The Stoic: K. He has never been so stoic, and there's a good reason for that.
• Stylistic Suck: The aliens in MiB headquarters in 1969 are all obviously actors in rubber suits, in contrast to the puppetry and CGI aliens of the present. What makes it this trope is that they're Rubber-Forehead Aliens that look like the stereotypical depictions of aliens from those times.
• Subverted Rhyme Every Occasion: The song "Back in Time" — "Give credit where credit is due don't cha. / Know that I don't give a number two."
• Sudden Sequel Death Syndrome: Zed, whose death happens offscreen. The film opens with J and K discussing what K will say at his funeral. He does not make an appearance when J goes back in time despite being alive and well to avoid dealing with Rip Torn, who was facing serious legal trouble at the time.
• Suspiciously Similar Substitute: Jeffrey fills the same exact role as Jeebs in the first two films, although his characterization is different.
• Suspiciously Specific Denial: When Agent J returns to 2012, and does a Calling the Old Man Out routine on K and O's relationship in 1969, Agent K cites an MIB no-fraternization rule between agents. But he never actually denies J's claim, and J doesn't believe K's deflection anyway.
• The Symbiote: Boris the Animal has a symbiotic relationship with a small creature that burrows into his right hand so he can shoot lethal spikes at a very fast rate. Smuggling his symbiote into prison and giving him free use of his hand is what initially allows him to escape his confinement.

Tropes T to Z

• Technology Marches On: invoked The movie has a lot of fun with this, as the 1960's MIB gear is still advanced but looks like what the 1960s thought future technology would look like. '60s K pulls out his communicator that looks like an infamous '80s "brick" cell phone with chrome plating. The reliable neuralizer is the size of a room, with a pocket-sized version that requires a connected belt battery and manual tuner. And this was before the creation of the Big Red Button, so J and K need to actually strap on some rocket packs to race to the climax.
• Terminator Twosome: Boris is the history-changer, J is the history-preserver. Interesting in that the pursuer actually arrives before the quarry.
• They Wasted a Perfectly Good Sandwich: In the ending when J reunites with K in present day at a diner and he's waiting for him with plates of pie and a coffee for him, but then they leave without touching the food shortly after.
• This Cannot Be!: When J dodges Boris's darts and throws him off the top of the launch gantry, Boris shouts "That's not possible!"
• This Is as Far as I Go: When J and K get ready to confront Boris at the Cape Canaveral launch site of the Apollo mission, the omniscient alien Griffin (who helped them to enlist the aid of the base commander with his powers) says that they are on their own from that point onward, as they don't need him anymore.
• Thrown Out the Airlock: How Boris deals with the prison guards when he escapes LunarMax.
• Time Travel: The premise of the movie is Agent J going back to The '60s to Set Right What Once Went Wrong.
• Time Traveler's Dinosaur: When Agent J first does a time jump; by jumping off a skyscraper no less, he sees history unfold before his eyes, but just before he hits the bottom he nearly gets eaten by a dinosaur. Thankfully before that happens he gets to his destination in time.
• Timey-Wimey Ball: Inevitable since Time Travel is involved. There are explanations for some of them, at least.
  • J was present at K's death in the alternate 1969 but remembers the original timeline's K, because alternate J doesn't exist due to regular J's immunity to the timeline change. O explains this shortly before J goes back in time.
  • Jeffrey remembers sending Boris back in time, because for him it seems nothing that changed in the past changed his life up until the moment J walked into his shop.
  • When J time-jumps with Boris, there isn't a past J and Boris because Boris did not travel back in time fully, but J did as the time device is single-person only.
  • Poor Griffin lives in one inside his head. He seems to enjoy it at times, but knowing how every moment in existence could go horribly wrong in infinite ways obviously wears on his nerves.
• Torture for Fun and Information:
  • Happens with the aliens in the bowling alley — when one doesn't talk, J uses his head for a ball.
  • Also done by 1969 K to J when they first meet, due to J's cover story sucking. K puts J in a EEG-machine styled neuralizer, and J spills what he knows, causing K to abort the neuralization.
• Under the Truck: Twice during the bike chase. First J slips under a truck on his wheel-bike (which survives). Later Boris does the same on a conventional motorcycle (which gets trashed).
• Ungrateful Bastard: Boris' poor penpal girl goes through all the trouble to sneak an... alien thing... in to help him to escape. He repays it by letting her fly out into space. Since young Boris got killed by K, this event was undone, leaving her presumably alive in the altered timeline.
• Weaponized Exhaust: The Saturn V's, which kills 2012 Boris.
• We Hardly Knew Ye: The girl who helps Boris escape, and the prison inmate who is the father of the store clerk that gives him the time-travel device. Although, after '60s Boris's death in 1969, they and anyone killed by Boris after that event should be inserted back into the new timeline.
• What Happened to the Mouse?:
  • Jeebs, who is usually the go-to-guy for the latest not-very-legal technology, is nowhere to be seen. A fat man running a toy store replaces him, though as the tech that sends J back is human, it makes a bit more sense.
  • Frank's nowhere to be seen, aside from a couple of references (a picture of him hanging on J's wall, and a sign advertising the Amazing Talking Pug at Coney Island). Frank's "actor"^note Specifically, the dog, Mushu; his voice actor Tim Blaney is still alive died, necessitating his disappearance.
• What the Hell, Hero?: K has a brief moment of this when he punches J in the face twice for "lying and then telling the truth". J was only trying to help, after all.
• When Things Spin, Science Happens: The early model of the neuralyzer J is put into at the '60s MIB headquarters is a large cylindrical machine that spins horizontally and increasingly faster in order to do its thing.
• Writers Cannot Do Math: When J explains himself to K in 1969, he says "25 years from now, you recruit me...". 25 years after 1969 is 1994, whereas the first film took place in 1997.
• Writing by the Seat of Your Pants: In-Universe: Agent W (Andy Warhol) admits having trouble keeping up his persona, and had recently resorted to drawing soup cans and other mundane items due to running out of ideas.
• You Can't Fight Fate: When asked if a timeline exists in which J successfully saved K's life, Griffin affirmed that there is, but also cryptically pointed out "Where there is death, there will always be death". In the end, J found out that his own father died in place of K, resulting in K secretly keeping watch over the younger J, invoking a Stable Time Loop.
• You Didn't See That: When K climbs over the command module, one of the astronauts points out that if they report it, the launch would be scrubbed. All deny seeing anything.
• You Have Outlived Your Usefulness: Boris's poor prison pen-pal.
• You Killed My Father: It is revealed very late into the movie that Boris is the reason why J's father never saw him grow up. However, J never actually finds out until after '60s-era Boris does the deed and dies by K's hand and J finds his father dead, and likewise, J didn't remember until then because K neuralized him.
• Younger Than They Look: The young Agent K in 1969 (played by Josh Brolin). J asks K how old he is and he says 29. Josh Brolin was 44 at the time, only 21 years younger than Tommy Lee Jones, despite J going back in time 43 years. J lampshades this by telling K "got some city miles on ya, huh?"
• Zeerust: Done deliberately with the MIB headquarters in 1969, where the aliens seen resemble the Rubber-Forehead Aliens predominantly seen in '60s media.

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