Men in Black became the highest-grossing action buddy comedy of all-time upon its release in 1997. Now, more than 20 years later, it still has yet to be dethroned from that prestigious perch, with even the original film’s sequels paling in comparison when adjusted for inflation.
By blending heady sci-fi, quippy humor, and state-of-the-art creature effects, Men in Black became a cultural phenomenon almost immediately following its midsummer release, and its genre-melding influence can still be seen in Hollywood today, whether in the snappy dialogue of Marvel’s superhero films or the larger-than-life action of the Kingsman movies.
However, before its explosive release on fourth of July weekend, Men In Black‘s success was far from assured. There were plenty of bumps, as well as happy coincidences, along the way in trying to adapt the gloomy Men In Black comic series into a crowd-pleasing feature film, and then in expanding that to two additional sequels.
As it turns out, many fan-favorite aspects of the movie series — from the big-city setting to Will Smith and Tommy Lee Jones’s star-powered performances as Agents J and K — were controversial choices that almost didn’t make it through the convoluted production process, plagued as it was by disagreements and last-minute alterations.
Here are the 15 Secrets You Didn’t Know About The Men In Black Movies.
15. The Men in Black were based on real conspiracy theories
Urban legends of “Men in Black” — mysterious government agents materializing to erase memories and discredit supernatural sightings — date back to at least the 1950s, when UFO sightings and accompanying conspiracy theories were becoming more commonplace.
Ufologists like Harold Dahl, Albert Bender, and John Keel have all detailed experiences with men in dark suits threatening them to discontinue their extraterrestrial research, though another ufologist, John Clark, alleges that these encounters “don’t seem to have occurred in the world of consensus reality.”
In case you still want to believe, another prominent proponent of the stories was Gray Barker, author of MIB: The Secret Terror Among Us, whose sister later recalled his reason for writing about the subject: “There’s good money in it.”
14. The Men in Black weren’t always the good guys
The Men in Black film series presents the titular organization and its agents as the unquestioned good guys of their own story, preserving peace for friendly extraterrestrials and annihilating unfriendly ones for the safety of humanity.
Cunningham’s comic series, on the other hand, is less black-and-white (pun only partially-intended) in its morality, as eventually readers learn the Men in Black’s real objective is to shape reality in their own image by suppressing supernatural elements, which include werewolves and other fantastical creatures in addition to extra terrestrials.
Add to that the fact that the comics’ agents often kill witnesses rather than just erasing their memories, and the bleaker tone of the original source material becomes clear.
During adaptation, this was traded in for a more comedic storytelling style reminiscent of past successes like Ghostbusters, so the movie’s bankable stars wouldn’t have to play the characters in their original, more morally-ambiguous form.
13. Chris O’Donnell and Clint Eastwood were almost cast in the lead roles
Director Barry Sonnenfeld knew from early on he wanted Will Smith to play Agent J, but the studio wanted Chris O’Donnell in the role instead, playing opposite Clint Eastwood rather than Tommy Lee Jones.
Executive producer Steven Spielberg even insisted Sonnenfeld have dinner with O’Donnell — best known then and now as Robin in the disastrous Batman & Robin — to try and close a deal, but the director had other plans: “I knew I wanted Will Smith, so I told Chris that I wasn’t a very good director and I didn’t think the script was very good and if he had any other options he shouldn’t do Men In Black. He let it be known the next day that he was not interested.”
12. The Director was afraid of working with Tommy Lee Jones
Even in the ’90s, Tommy Lee Jones was well-known in Hollywood circles for being difficult to work with — or, in kinder terms, merely “taciturn,” with an obvious aversion to small talk.
“I saw Tommy do a TV interview a few years ago, and he was so mean I remember thinking, ‘Thank god I never have to work with this jerk,”’ Sonnenfeld later recalled. Jones was already cast as K by the time Sonnenfeld came aboard as director.
Thankfully, his fears were unfounded, as the pair developed a clear admiration for each other in filming three films across 15 years. Jones called Sonnenfeld “silly as a goose” while admitting “he knows a lot more about cameras than he lets on.”
Sonnenfeld goes into more detail about how he and the two leads got along “extraordinarily well,” comparing Jones to a “big, goofy kid” that broke props and couldn’t help ruing takes by making laser sounds unintentionally.
11. Quentin Tarantino and John Landis turned down the chance to direct
Though the first film’s producers had Sonnenfeld in mind to direct from early in the development process, they considered several alternative options while their first choice was busy directing Get Shorty.
Les Mayfield, director of the 1994 Miracle on 34th Street remake, was briefly attached and then dropped before Quentin Tarantino received and turned down the offer — around the same time he turned down Speed to make Pulp Fiction instead.
John Landis (Animal House, An American Werewolf in London) also refused directorial duties, and unlike Tarantino, was transparent about the reason why.
He felt that the script was just “Blues Brothers with aliens,” but later admitted he turned out to be wrong and regretted the decision.
10. Neither Tommy Lee Jones nor Will Smith wanted their parts at first
The odd couple at the heart of this supernatural buddy comedy franchise very nearly never came to be. Both Smith and Jones were initially approached about their respective roles by executive producer Steven Spielberg, and both were reluctant for different reasons.
In the case of Jones, he found the script’s first draft disappointing in comparison to the comic series, and only agreed to sign on once Spielberg promised it would improve.
Smith, on the other hand, didn’t even believe it was Spielberg on the other line when he got the call, saying later, “I thought it was my friend Pookie playin’ around.” Despite similar reservations about the script, Smith agreed after Sonnenfeld helicoptered him to meet Spielberg in New York.
9. Lines were redubbed to change the original plot
The behind-the-scenes drama didn’t end when the production process started. The scene with two Arquillians speaking at a restaurant in alien tongues, in particular was subject to redubbing.
The scene was first filmed with the disguised aliens speaking English, revealing they were different species exchanging the tiny galaxy to end a war between them, which Edgar the Bug wanted to continue.
Subtitles were added to simplify things by making both aliens of the same species, and new lines were dubbed for Frank the Pug as well.
Even the film’s climax was subject to a major change during production. The plot was originally going to culminate with a humorous existential dialogue between Agent J and Edgar the Bug, but Sonnenfeld wanted something more action-heavy to fit the rest of the movie.
8. Will Smith pitched the plot for Men in Black 3 while filming Men in Black 2
Sonnenfeld, Jones, and Smith were working late on-set for Men in Black 2 one night, waiting on a repair, when Smith decided to reveal his idea for another sequel.
Tired and unhappy, Sonnenfeld grumpily asked to hear it, and later recalled Will’s eerily-prescient pitch: “At the beginning, something has happened and Agent Kay is missing and I have to go back to the past to go try to save young Agent Kay. In doing so, myself and the audience find out all sorts of secrets about the world that we didn’t even know were out there.”
At the time, all Sonnenfeld said in response was, “Can we just finish this one?” Thanks to Smith’s idea, the third movie, filmed more than a decade later, did indeed incorporate time travel, used to save a young Agent K, played by Josh Brolin.
7. Vincent D’Onofrio used basketball braces to walk like a bug
One of the first film’s most memorable performances is by Vincent D’Onofrio as the chief villain, an intergalactic Bug wearing the decaying skin of a murdered farmer. Though aided by legendary effects artist Rick Baker’s makeup, D’Onofrio worked to add his own unsettling stamp to the performance.
He studied for the role’s unique physicality by watching bug documentaries and Peter Sellers’ titular performance in Dr. Strangelove before discovering that basketball braces could help him achieve the desired effect: “I tried one on and I realized you could lock it off, you could tape the hinges so that you can’t bend either way.”
“So, I slightly bent my leg and locked off the braces so I couldn’t move either way, but it was slightly bent and I taped off both my feet and I tried to walk and it created this restrained, physical odd thing,” he said.
6. Ray-Ban wanted a shout-out for their sunglasses
The sleek, dark sunglasses that helped define the Men in Black‘s look were actually Ray-Ban Predator II’s with a special coating applied to limit reflection.
This had the effect of blocking out the logo, much to the chagrin of Ray-Ban’s executives. After Sonnenfeld cut out a line in which J mentions the brand, the sunglasses company unsuccessfully lobbied to have their logo reinstated.
Smith, who chose the glasses in the first place, balked at the company’s expectation that their logo be included on the movie poster, but compromised by namedropping them in his own “Men in Black” music video: “Black tie with the black attitude / New style, black Ray-Bans, I’m stunnin’, man.” The Predators subsequently saw a four- to five-fold increase in sales.
5. The Multiple References to A Hitchhiker’s Guide to the Galaxy
In addition to supernatural comedies like Ghostbusters, the first Men in Black film owed a lot to Douglas Adams’ sci-fi-comedy book series A Hitchhiker’s Guide to the Galaxy, later adapted in 2005.
Adams himself observed as much in an AV Club interview, saying “Men In Black is… How can I put this delicately? There were elements of it I found quite familiar, shall we say?”
The most obvious parallel is in the movie’s use of miniature galaxies contained in jewels or marbles, recalling a part in the first Hitchhiker’s book when Ford Prefect speaks of a planet shot into a black hole in a game of intergalactic billiards. The movie also name-drops a “Sir Prefect” when K is speaking on a video phone as J gets briefed.
4. The movie’s special effects were changing constantly
Rick Baker, who had already done effects work for An American Werewolf in London and Harry and the Hendersons, claimed his work on Men in Black was the most complex of his career, “requiring more sketches than all my previous movies together.”
The main reason was just that Spielberg and Sonnenfeld rarely approved of the same alien design. “It was like, ‘Steven likes the head on this one and Barry really likes the body on this one, so why don’t you do a mix and match?’ And I’d say, because it wouldn’t make any sense.”
Among Baker’s most involved work on the film was building a giant animatronic bug to shoot the film’s original, dialogue-heavy climax, but the change to a more action-oriented ending meant the impressive effect was scrapped in favor of a computer-generated alternative.
3. Men in Black 2 Changed Its Ending After 9/11
The second Men in Black was only one of many movies subject to script changes in the wake of the September 11 attacks, along with the first Spider-Man. The original ending made prominent use of the World Trade Centre, which opened up to reveal a swarm of UFOs commanded by the villainous Serleena (Lara Flynn-Boyle).
Following the attacks, the filmmakers understandably cut the scene and replaced it with the version released into theaters, wherein Serleena alone chases the agents in a spaceship through New York City before being eaten by a Subway-dwelling worm named Jeff.
2. Frank the Pug was a pampered breakout star
Frank the Pug appeared only briefly in the first film to dispense exposition to Will Smith’s character, but the dog who played him, named Mushu, received the star treatment anyway from his owner Cheryl Shawver.
“He travels by crate in business class,” she said in 2002. “He goes under the seat. He stays in the hotel room with her, sleeps on her bed. She orders his meals from room service: steak, chicken. He drinks only bottled water when he’s on the road. He’s a VIP!”
Frank the Pug turned out to be so popular with audiences that Sonnenfeld greatly expanded his role in the second film, making him an MIB official instead of just an informant. An unfortunate side-effect of his popularity was that many fans rushed out to buy a pug of their own without realizing the care they require, and a website devoted to Frank was briefly erected to explain as much.
1. Men in Black 4 Was Almost a 21 Jump Street Crossover
A Men in Black spinoff featuring neither Will Smith nor Tommy Lee Jones is currently slated for a spring 2019 release, but that’s not the only sequel buzz this franchise has gotten since Men in Black 3 premiered in 2012.
There were for a while rumors that the fourth film would be a crossover with another buddy comedy franchise, the Jump Street series starring Jonah Hill and Channing Tatum.
The idea has now been scrapped along with the spec script by writer Oren Uziel (22 Jump Street, The Cloverfield Paradox), which was said to combine the two movie series while simultaneously taking both in a darker, more hardened direction.
Instead, the sequel is planned to be a more straightforward expansion of the MIB universe with new characters, in much the same model as Jurassic World.
Can you think of any other dark secrets behind Men in Black? Sound off in the comment section!
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