In 2012, an alien criminal named Boris the Animal, a Boglodite, escapes from a maximum-security prison on the Moon and arrives on Earth, bent on taking revenge on Agent K, who shot off his left arm and captured him in 1969. He confronts K, who is with his partner Agent J, telling him he is "already dead". J then returns to MiB Headquarters and discovers that K was responsible not only for capturing Boris, but for deploying the "ArcNet", a shield that prevented the Boglodites from conquering Earth and caused their extinction.

Boris travels back in time to kill the young Agent K. With history altered so that K is long-dead, J finds that only his memory has been unaffected, and no one from the Agency understands his obsession with K until Agent O, the new Chief, deduces that there has been a fracture in the space-time continuum. With K out of the picture, the ArcNet was never deployed, and there is nothing to protect the present-day Earth from the Boglodite invasion, so J must travel back in time to stop Boris and save K.

Back in 1969, J goes to Coney Island, knowing from the Agency's records that in 1969, Boris will commit a murder there. He finds Boris, but is discovered and arrested by 1969 K, who takes him to MiB Headquarters and prepares to neuralyze him, but decides at the last minute to investigate J's claims that he has traveled from the future to protect him. K and J follow clues, leading them to a bowling alley, and then to The Factory, where they come across an alien named Griffin, who is in possession of the ArcNet. Griffin, who can see all possible future timelines and outcomes, senses Boris is coming and escapes, but not before promising to give them the ArcNet the next time they meet. Boris later captures Griffin. J and K pursue and rescue Griffin, acquiring the ArcNet. 1969 Boris escapes and 2012 Boris arrives, and they team up.

Upon learning that they must go to Cape Canaveral, Florida and attach the ArcNet to the Apollo 11 rocket so it can be deployed in space, J reveals the real purpose of his mission to K, who initially takes the news badly. J, K, and Griffin fly there using jetpacks, but are stopped by the military. Griffin shows a skeptical colonel the future, convincing him of the importance of their mission, and the officer assists them in reaching the launch site. As the agents climb up the rocket's launch tower, they are attacked by both 1969 Boris and 2012 Boris. Using his time-travel device, J evades an attack by 2012 Boris and knocks him off one of the launch tower bridges. K shoots off 1969 Boris's left arm, knocking him off the tower as well. The ArcNet is attached and deploys successfully when the rocket launches, with 2012 Boris being incinerated by the rocket's exhaust, killing him. 1969 Boris attacks K on a beach, but the colonel saves K by sacrificing himself. K kills Boris instead of arresting him as he originally did. The colonel's young son arrives and inquires about his father, but rather than tell him the truth, K neuralyzes him and tells him only that his father is a hero. Observing from afar, J realizes that the young boy is himself, the colonel was his father, that K has actually been watching over him all his life, and was there when the timeline changed, thus explaining why he was the only one who remembered K in the alternate 2012.

His mission complete, J returns to 2012, where he finds K, and thanks him. Meanwhile, Griffin observes the moment and is briefly terrified when K almost forgets to tip a waitress, which he knows only occurs in timelines where an asteroid is on a collision course with Earth. However, K remembers and leaves a tip and the asteroid hits a satellite and is destroyed.

• Will Smith as James Darrell Edwards III / Agent J:
  An MIB agent and longtime friend and partner of K. Cayen Martin portrays J as a child in 1969.
• Tommy Lee Jones and Josh Brolin as Kevin Brown / Agent K
  A veteran MIB agent and J's longtime partner. Jones portrays K in the present and Brolin portrays K in 1969.
• Jemaine Clement as Boris the Animal: A ruthless alien with a vendetta against K.
• Michael Stuhlbarg as Griffin: An alien with clairvoyant abilities.
• Emma Thompson and Alice Eve as Agent O:
  The head of MIB. Thompson portrays O in the present and Eve portrays O in 1969.
• Mike Colter as James Darrell Edwards Jr: A military colonel and J's father.
• Nicole Scherzinger as Lilly: Boris's former girlfriend.
• Michael Chernus as Jeffrey Price: An electronics store clerk in possession of time travel technology.
• David Rasche as Agent X: The head of MIB in 1969.
• Keone Young as Mr. Wu: An alien who owns a Chinese restaurant.
• Bill Hader as Andy Warhol / Agent W: An artist who is secretly an MIB agent.
• Lenny Venito as Bowling Ball Head: An unnamed alien with a detachable head who works at a bowling alley.
• David Pittu as Roman the Fabulist: An alien posing as a fortune teller.
• Lanny Flaherty as Obadiah Price: The inventor of the time travel technology and Jeffrey's father.

Justin Bieber, Lady Gaga and Tim Burton make cameo appearances as aliens on the TV monitors, while Rick Baker appears in a cameo as the Brain Alien and Will Arnett portrays MIB Agent AA, J's partner in the altered timeline.

The film's premise was first proposed to director Barry Sonnenfeld by Will Smith during the filming of Men in Black II in 2002, with Smith suggesting that his character, Agent J, travel back in time to save his partner, Agent K, while at the same time exploring Agent K's backstory. Sonnenfeld said the idea "turned out to be a very long process of development, mainly because of the knotting issues of time travel". It was reported that Smith and executives were leery about bringing back Sonnenfeld because of conflicts on the set of Men in Black II. In a lawsuit filed against his former agents over commissions, Sonnenfeld alleged that Sony considered other directors for Men in Black 3. Sonnenfeld ultimately convinced all involved that he had a strong vision for the film.

The film was first announced on April 1, 2009, by Sony Pictures Entertainment president Rory Bruer during a Sony ShoWest presentation. By October 2009, Etan Cohen had been hired to write the screenplay. Sonnenfeld read the script and started working on it in January 2010. As of March 2010, Will Smith remained undecided whether to join this film or another, The City That Sailed. Sonnenfeld in May 2010 confirmed the return of Tommy Lee Jones and Smith. Both had expressed interest in 2008 in reprising their roles. Other staff includes Walter F. Parkes and Laurie MacDonald as producers, with Steven Spielberg as executive producer; all were producers of the two previous films.

In June 2010, writer David Koepp was hired to rewrite the Cohen script. A third writer, Jeff Nathanson, was hired in November 2010 to rewrite the time-travel segment of the script in which the story takes place in 1969. Nathanson and Koepp, along with producer Spielberg, had previously worked together on the 2008 film Indiana Jones and the Kingdom of the Crystal Skull.

Special effects artist Rick Baker created the practical aliens and prosthetic makeup for the film, reprising his role from the previous two Men in Black films. In designing the look for the alien creatures, Baker used the time travel plot device as an excuse to design "retro" looking aliens reminiscent of science fiction B movies of the era, saying, "In 2012 the aliens should look like Men in Black aliens and in 1969 they should be retro aliens. Fishbowl space helmets, guys with space suits with ribbed things on it, exposed brains, bug eyes"

Principal photography began on November 16, 2010, even though, "We knew starting the movie that we didn't have a finished second or third act," director Sonnenfeld said in 2012. "Was it responsible? The answer is, if this movie does as well as I think it will, it was genius. If it's a total failure, then it was a really stupid idea." It was originally slated to commence on October 18, 2010, and continue until May 2011, in New York City, with shooting starting in 2010 partly in order to take advantage of a New York tax break in which the state rebates 30 percent of production costs incurred there. Filming was split into two parts, the first taking place from November until about Christmas 2010; the filmmakers announced shooting would begin again in mid-February, but it was delayed until April. Sonnenfeld initially stated he would be shooting in 3D, but later decided to film in 2D and convert to 3D during post-production.

Set photos for the film appeared online on November 17, 2010, showing Smith, Jones, Emma Thompson, and Nicole Scherzinger on set. Shooting was scheduled to resume from March through June 2011. Filming was done in April 2011 in the Morris Park section of The Bronx. Parts of Coney Island, in Brooklyn, had parking and filming permits posted for April 24 and May 2–4, 2011, production dates of what the permits titled MIB³. Shooting also took place in Manhattan's SoHo neighborhood.

For the film, the Ford Taurus SHO was selected as the MIB's official car, replacing the Ford LTD Crown Victoria and Mercedes-Benz E-Class from the first two films. For the 1969 scenes, a 1964 Ford Galaxie was used as the MIB's official car.

This is the first time Frank the Pug was absent in a Men in Black movie, as well as Chief Zed, Jack Jeebs, and actor David Cross. Instead Zed is written in the story as having died and immortalized at MIB Headquarters, and a portrait of Frank can be seen in J's apartment. An advertisement for 'The Incredible Speaking Pug' can be seen as Agent J enters Coney Island during his time in 1969.

Under distribution by Columbia Pictures, the film was released on May 25, 2012 in theaters.

Home media

The film was released on DVD, Blu-ray, and Blu-ray 3D on November 30, 2012, and additionally as part of a Men in Black trilogy box set on Blu-ray. The trilogy was released on 4K UHD Blu-Ray on December 5, 2017.

Marketing

Activision released MIB: Alien Crisis on May 22, 2012 for Xbox 360, PlayStation 3, and Nintendo Wii, featuring a never-before-seen MIB agent rather than Agent J or Agent K.^[41] Gameloft also developed a mobile phone video game based on the film released on May 17, 2012, for iOS and Android.^{Request for Download movie Men In Black 3 by quiz}

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