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Will Smith as Agent J Tommy Lee Jones as Agent K Josh Brolin as Young Agent K Jemaine Clement as Boris The Animal Emma Thompson as Agent O Michael Stuhlbarg as Griffin Mike Colter as Colonel Nicole Scherzinger as Boris's Girlfriend Michael Chernus as Jeffrey Price Alice Eve as Young Agent O David Rasche as Agent X Keone Young as Mr. Wu Bill Hader as Andy Warhol Clarke Thorell as Prison Guard #1 Adam Mucci as Prison Guard #2 Tom McComas as Prison Guard #3 Woodie King Jr. as 2012 MIB HQ Guard Jack O'Connell as 1969 MIB HQ Guard Tobias Segal as 1969 MIB Agent #1 Jon Shaver as 1969 MIB Agent #2 Valence Thomas as Coney Island Hippie Lanny Flaherty as Obadiah Price Rick Baker as Brain Alien Joseph D'Onofrio as New York Mets Fan #1 Joseph R. Gannascoli as New York Mets Fan #2 Katy Frame as Diner Waitress Kevin Townley as Funky 60's Dude Tyler Johnson as Muscle Boy at Happening Kati Rediger as Muscle Boy's Girlfriend at Happening Victor Joel Ortiz as Air Force MP #1 Charlie Barnett as Air Force MP #2 Ian Blackman as Car Theft Victim Jeremy Beiler as Hotel Doorman Liliane Klein as Screaming Lady on Ferris Wheel Britt Chandler Johnson as Detained Teenage Alien Jared Johnston as Neil Armstrong Ken Arnold as Buzz Aldrin Jonathan Drew as Michael Collins Joel Brady as 1969 Man in Elevator David Pittu as Roman The Fabulist Lenny Venito as Bowling Ball Head Anthony J. Gallo as Four-Armed Alien James Martin Kelly as 1969 NYPD Cop #1 Will McLaughlin as 1969 NYPD Cop #2 Kimmy Suzuki as Mr. Wu's Bartender Kirk Larsen as Dead Zed Rebecca Glasscock as Transvestite at Happening Barry Sonnenfeld as Husband Watching Launch Stephanie Ellis as Young Wife #1 Watching Launch Brad Abrell as Worm (voice) Tim Blaney as Worm (voice) Thom Fountain as Worm (voice) Will Arnett as Agent AA (uncredited) Jada Pinkett Smith as Party Guest (uncredited) Tony Shalhoub as 1969 Newsstand Vendor (uncredited) Alex Ziwak as Prisoner (uncredited) Jason Liles as Feelers / Colussus (uncredited) Jesse Ridgway as Pedestrian (uncredited) Justin Bieber as Alien on TV Monitors (uncredited) Erin Lindsey Krom as Headquarters Secretary (uncredited) Tim Burton as Alien on TV Monitors (uncredited) Eha Urbsalu as 1969 MIB Secretary #1 (uncredited) Rip Torn as Large-Headed Alien at Funeral (uncredited) Howard Stern as 1969 Man in MIB HQ (uncredited) Leonard Zimmerman as Warhol Benefactor (uncredited)

Bill Pope Director of Photography Laurie MacDonald Producer Danny Elfman Original Music Composer Barry Sonnenfeld Director Mary E. Vogt Costume Design Ellen Chenoweth Casting Bo Welch Production Design Walter F. Parkes Producer Etan Cohen Screenplay Steven Spielberg Executive Producer Hiroshi Mori Visual Effects Aaron Vexler Stunts Mark Aaron Wagner Stunts Rick Avery Stunt Driver Kimberly Shannon Murphy Stunts Riley Harper Stunts Lowell Cunningham Comic Book Philippe Vonlanthen Stand In Daniel Florio Production Assistant David Haines Stand In C.J. Stussi Stand In Bryan Webster Stand In Pablo Ferro Title Designer David Seager CG Supervisor Doug Appleton Animation John Mangia Digital Compositor Eric Kimelton Visual Effects Coordinator Ken Ralston Visual Effects Supervisor Jen Hao Yeh VFX Artist Catherine Devaney Art Department Production Assistant Kasra Farahani Art Direction Michael Lerman First Assistant Director Simon Crane Second Unit Director Henrik Tamm Conceptual Illustrator Jordu Schell Sculptor Christien Tinsley Makeup Artist Chris Cenatiempo Stunts Dennis Sands Scoring Mixer Bart Mixon Special Effects Makeup Artist Tim Phoenix Special Effects Makeup Artist Jalil Jay Lynch Stunt Double Daniel Stevens Stunts Shawnna Thibodeau Stunts Simon Crane Stunt Coordinator Marc Scizak Stunts Doug Coleman Stunt Coordinator Eliza Coleman Stunts Nito Larioza Stunts Michael C. Maronna Electrician Jared Burke Stunts Steve DeCastro Stunts Mike Pyle Stunts Jim Wilkey Stunts Wade Eastwood Stunt Coordinator Kevin Randleman Stunts Marcus Young Stunts Dawn Noel Stunts Tim O'Connor Additional Production Assistant Mark Norby Stunts Bobby Beckles Stunts Chris Barnes Stunts Drew Leary Stunts Shauna Duggins Stunts Christopher Gordon Stunts Chris Palermo Stunts Michael Li Stunts Maya Shimoguchi Art Direction Barbara Harris ADR Voice Casting Rick Baker Makeup Artist Julie Minasian Vocals