Men in Black II (2002)

Hi. I'm Barry Sonnenfeld, the director of Men in Black II. And I'm gonna talk you through this movie from my perspective. First of all, I thought it would be fun to make the Statue of Liberty's torch... ...because I view her, the Statue of Liberty, to have its own neuralyzer. It's actually the Columbia logo, but you'll see... ...at the end of the movie how that comes back around in a circle for us. This is the second time I've used Peter Graves in a movie... ...to play the same exact role. He was in Addams Family Values... ...and was also the host of a strange reality television show. I love this thing we did here, this Steve Martin bow-and-arrow thing. And I love that the cuts are purposefully missed. They're not really smooth cuts. in order to escape the clutches of the evil Kylothian, Serleena. Mary Vogt, the costume designer, created that really cheesy Serleena... ...out of a bunch of tubes. This was all shot in Van Nuys, and we built this corn... ...not knowing that the corn would rise to 18 feet high... ...SO all that corn is higher than any corn you've seen in your entire life. I love-- We call him Link, and he looks like Gary Martin... ...Who's a head of Sony production. And Gary Martin is one of my many idols at Sony. We left all the strings in on the spaceship, so we... Here's a Jump cut here. We wanted it to look as cheesy as possible... ...so that you would feel you were watching an old TV show.

We added all the raster lines. This was shot on 35mm film. Now, here's the opening title sequence, which was done by Sony Imageworks. We had four or five visual-effects houses on this movie. Industrial Light & Magic, Sony Imageworks... ...Rhythm & Hues did most of the Frank the Pug, talking dog, stuff.

We wanted to create some interesting looking planets. I like this double ring on this planet. We wanted to make sure you didn't think it was from our solar system. This is Serleena on her 25-year quest, looking for the Light of Zartha. If anyone can tell me what the Light of Zartha is... ... they should reach me via the Internet. I had worked with Johnny Knoxville on Big Trouble... ...and thought he was a really great actor... ...and I was happy to work with him again on this one. Shalhoub, of course, plays Jeebs. He was in the first movie as well. I really like this explosion. I love what happens here on this next one. Her ship is so reflective that as it passes the lens... ... It does this really cool thing... ...where all the stars contort, and then you realise... ... you're looking at reflections through the spaceship surface. Now we're into Central Park. Harvey!

Although this part of the scene was actually shot in Pasadena... ...but the reverse was shot in New York City. This is a composite of many different buildings along Central Park South. This dust was a dust element shot on a stage... ...and the ship is totally, in these shots... ...computer graphics. We did build a ship, but we only used it as a maquette... ...a model for ILM to scan the ship into their computers. Even this dirt is all electronic elements. The foreground was shot on-stage in L.A... ...and the background was a composite of buildings at Central Park South. This was also shot in Pasadena.

Obviously, this is all computer graphics element... ...done by Industrial Light & Magic. Mary Vogt is a wonderful, sweet costume designer... ...who worked with me on Big Trouble and Men in Black I. Elfman did a fantastic score for this movie. VICTORIA'S SECRET This is probably the longest shot in production. This took over eight months of work in the computer. We kept trying to make the heads better and the eels wetter... ...and figuring out the speed that both the foreground guys should move... ...and how quickly the deep background stuff... ... should look like flesh and underwear... ...as this creature is creating... ...What will become Lara Flynn Boyle. Graham Place, the co-producer, has done about 20 things with me. He's my best friend. Just last night, I bought him dinner at Chinois on Main... ...With his wife and daughters. Hey, pretty lady. We're back in Pasadena. This was done with a series of shots which were seamlessly connected. For instance, that thing where his legs went up. Now, this is a separate shot. We've made a perfect dissolve. Rick Baker designed Lara's stomach here. She realises there's a problem between the picture she wants to look like... ...and what she turned herself into. It's all about Lara's stomach. I love the way Lara walks across there, just kind of trampy. Again, this was another dissolve. She walked across... And this is about an hour later... ...because we had to take her stomach off and add makeup to her. Robert Gordon was the first writer hired. Then Robert and Barry Fanaro, who worked on several movies with me... ...and went to film school with me... ...did a lot of work on the movie as we progressed. Now we're at New York City... ...on Sixth Avenue in the upper 40s, lower 50s. Patrick Warburton, who is Agent Tee, was also The Tick... ... which I directed the pilot for and produced... ...and also had a role in Big Trouble, a movie I really am quite proud of.

Now, that flower is really there... ...but there never was a 600-foot worm. So this is all computer graphics... ...and the background plates were shot on Sixth Avenue.

You getting big, Jeff. Watch out, Will. What we did is on the day... ...We actually yanked Will out of the shot... ...and had a little explosion in the background, the concrete... ...and then ILM added everything else. This whole sequence was shot on blue screen on a stage. Will was riding a tiny blue pillow, and everything else was added. The background plates were shot in New York City... .in the actual New York City subway system. Jeff the Worm Guy is all computer graphics. Jeff was designed by Rick Baker. And then a maquette, a little model, was built. ILM scans that into their computer. Then the issues were... ...ow much movement should Jeff the Worm's flesh have? How fast should he be able to travel? So this is just Will sitting on a piece of blue... ...and then all the background plates have been added later. This was a real train car shot on-stage in Los Angeles.

The breaking up of the train in this next shot actually did happen. This train did break up like that... ...and then we just added Jeff the Worm biting it.

Same with this shot. This actually happened. That train did break like that. I went to school with Peter. We both had a crush on the same girl, Denise. But he was better looking, so Denise went out with him. Again, all that breaking on the sides... ...we had a machine that actually crunched the subway car. Then we just added Jeff the Worm's mouth doing that event.

On this shot, Will stood at the back of this train, and we just shook it. We were on a camera with a very long track... ...and we kept tracking back from Will's element... ...and then we added all this background. Same with this shot. We had this actual piece of train... ...and this was shot with blue screen in the background. This piece of platform was there. We added the background elements... ...to make it look like the train was pulling into a subway station. No special effects here. This is a little set we built for Will. How a man gonna bash through--?

This was all ad-libbed. The speech was much shorter. We did many takes and had Will say angry, mean things to those people. We combined a lot of different takes. We're sometimes on his back because we're adding additional comedy lines. And we're about to be back actually shooting in New York City. This was at Central Park West

And please check the expiration date on the unipod worm tranquilizers.

Emergency drill. For your safety. Check out these cool lights behind him. You're welcome.

This is a night of infamy for me. This is a night where we're done halfway shooting the scene. We broke for lunch about 1:00 a.m. I was under such tension because I shot all night. At about 2 a.m., I went back to the camper... ...where I was convinced I was having a heart attack... ...SO I spent the night at various hospitals. First Bellevue, where I was the only person in the hospital... ...not in shackles or handcuffs. Then I was moved to NYU, where the whole next day they did tests... ...and discovered I was just full of stress.

We're now in Johnny Knoxville's apartment. Knoxville is a lot of fun.

So Lara Flynn Boyle, as we discovered earlier... ...1S made up of all these, like, eels. Her fingers have eels sort of extend from her mouth, from her fingers.

I find this very funny and very sort of Knoxville-like... ... that we'd have snakes coming out of this guy's nose, nostrils and ears. We relooped him so we could make him sound more nasal. This small head was shot about every 10 days... ... after we shot the big head on blue screen... ...and then we combined them in postproduction with ILM. Warburton is a perfect actor for me. He's funny, he's handsome, and his delivery is always very flat. This is at a real diner in New York, all the way on the West Side on 23rd. You're gonna neuralyze me. - No, I'm not. You took me here so I wouldn't make a scene.

Let me ask you a question. Why did you join MiB? We shot the first month of the movie in New York City... ...because of the impending actors' strike. We got all the New York shooting out of the way... ...So that if there was a long strike, we didn't have to reshoot... ...come back in the winter and shoot Men in Down Coats or something.

I love Patrick's ability to cry. That girl, who you'll see again... ...iS Sasha Erwitt, who is my stepdaughter. Very smart, very beautiful. Photo editor of a magazine.

Okay. There she is. Sasha. My buddy's kind of shy, but he thinks you are hot. So I have Patrick Warburton falling in love with my stepdaughter. Look. "Employee" is spelled wrong. Years from now, you know what people'll say? "

This scene Is shot on-stage in Los Angeles... ...but the exteriors were shot in New York City at that actual pizzeria. Like now we're actually in New York shooting this exterior. Now we're back in Los Angeles. And he's being held up by invisible strings... ... which we then paint out in postproduction. I think Pac Title did that work. If you watch closely... ...every single day, Lara's hair looks a little bit different. It was very susceptible to humidity and heat.

So we would shoot this as a real pass with Johnny Knoxville... ...and then we would shoot a week later, the little head... ... moving in exactly the same way on blue screen... ...With Johnny being able to see what he had done on the other take... ...so he knew how fast little head should walk and all that. It was very complicated. Blue screen is never any fun to do. The colour blue all day long makes you insane and makes you angry.

So we didn't really slice him open. That was all a visual effect. Now we don't know if it's on Earth or not.

Third Rock from the Sun. - I never got that till now. That's one of my favourite jokes. Written by Barry Fanaro.

We're about to see Will Smith for the first time at MiB headquarters. You'll notice just then that Rosario, the actress Rosario Dawson... ... Started to cry, and it started to rain. I wonder if that'll be important to us by the end of the movie.

So we're back in Men in Black headquarters. Although Bo Welch, the production designer, and I made some changes... ...we always felt that this side of the room... ... should feel like it was like an airport. That's a real Rick Baker-designed creature. There's no visual effects in this shot at all. And we felt since we were creating an airport... ...we should have a Sprint store, a duty-free shop... ...a Burger King and really make it feel like an airport. There's an "I love New York" store. That's Nick Cannon, a big star of Nickelodeon. Good work in the subway. I remember Jeff when he was yea high. - What you got for me? We didn't change this set from the first movie... ...although I was wondering if we should have removed... ...one of those spaceships behind Zed since at the end of the first movie... ...Edgar flies off in one of those things... ...but we felt they wouldn't change the mural. Here comes Frank the Pug. There was a killing earlier. 177 Spring. Alien-on-alien. If you listen closely, Frank, when he walks into the room... . 1S humming "Hava Nagila." What happened with Tee...

Almost all of Frank's mouth animation was done by Rhythm & Hues... ...who did the animation for Babe. A little bit of it was done by Industrial Light & Magic. But I would say, what you're seeing in the movie... ...IS about 80% Rhythm & Hues and 20% ILM. Jay, wait up. I appreciate the shot, man. The name of this dog is Mushu. Mushu plays Frank the Pug. Mushu loved being in that suit. He just had the best time. He would prance around. I think he really felt, when he was in the suit, that he was a Men in Black. I felt it was really important that Will have a different car... ...that it didn't feel like exactly the same movie over again. Bo Welch and I wanted to upgrade some of the stuff and make it sexier. We love also the fact that a black Mercedes probably fits in better... ...1N New York than a 40-year-old Ford LTD. before I roll it up in there. Got it. This was a last-minute decision to have him sing that song. It actually was a long monologue... ...and on the set on the day, we thought it would be funny. Frank just said, "For

which I find incredibly funny since I think... . that they're talking about their favourite sexual positions. Anyway, we decided instead of a dialogue... . it'd be funny if Will had to listen to Frank singing disco. So that was a last-minute decision the day we were shooting on the stage.

I love these guys. Either he has very strong jaws, or this guy looks like Frank the Pug. Zero percent body fat. Funny. - Witness? Girl. Again, we're back on-stage in Los Angeles shooting this scene. There was no pizza shop that looked like this. That's Bo Welch, by the way, who's playing the astronaut right there. We'll show you in a minute. That's Bo Welch, production designer... ...of Men in Black, Men in Black II, Wild Wild West. Everything is all right. What is she supposed to feel all right about? Another guy with a really strong jaw. I'm Agent Jay.

His skin off.

What time? - Lunch. That section was ad-libbed at the last minute. I wanted a comedic rapid-fire discussion... ...between them to really help us understand... ... there was an immediate connection between them. I love Danny Elfman's score on this part of the movie. He's starting the romance in a lovely way. Elfman did an amazing job on this movie... in terms of comedy, action, romance. Before we're taught how to think... ...

I know what I saw. Tell me what I'm supposed to believe. This is a theme we'll hear throughout the movie as their love theme. I'm a member of a Secret organisation that monitors alien activity on Earth. Ben was an alien. So were his killers. I don't Know why they did it, but I promise I'm gonna find out. Okay. We're back in that diner on West 23rd. Okay. This is actually a reshoot. This is the first two days of shooting. We gave Rosario really long hair and a different outfit. We looked at the dailies and said she didn't look cute. We had made her look unsympathetic and cute... ...SO we Cut her hair and reshot the scene.

All the sound design is done by Skip Lievsay... ...who's done the sound design for every movie I directed... ...and all the ones for Joel and Ethan Coen. And he mumbles. I've done these bike guys in several movies. They were in For Love or Money and Men in Black I. I just like them. I don't know if they're aliens or just weird guys... ...but I just like those guys. I feel they blend... ...Into the surreal sense of what New York is real and what isn't. Here comes a really funny, cheesy thing.

We felt it was cheap to go with such an obvious joke... ... like him barking "Who Let the Dogs Out?" It's been done a million times. We tried three songs, "Dog and Me" and all these other songs. Nothing worked. Nothing was as funny as the obvious. So we actually went with the obvious. Easy, pal. That's canine profiling, and I resent it. Now we're back in Central Park. Everything in this scene is real, is located in Central Park. We've got all these guys in the, you know, shiny suits... ...checking out for radiation and stuff.

When we cut to his close-ups, we're still in New York, Central Park. But now we're in Pasadena on these shots. Got kids? - No. We just ran out of time in New York. In fact, this whole direction is Pasadena. And this stuff in the tent was shot on a stage in Los Angeles. We added that in postproduction, that little thing from Rip.

The perps were looking for the Light of...

This makes no sense. It's not on Earth. We took care of this a long time ago. - Obviously not.

The images of Will on this screen and all this stuff... ...we shot the blank egg screen, and we added the different images... ... Including Will's, in postproduction with ILM. Are you sure this Light isn't here? Positive. I gave the order. My best agent carried it out. It's as if I gave the order to you. - Ask the agent. Can't. - Dead? I do a lot of these low-angle push-ins. You'll see, like one there.

Here's another one now. Now. This is shot in Fire Island... ...an hour and a half outside of New York City. This is a real lighthouse. It's not a post office. It's a museum, and we're playing it for Truro, Massachusetts. Stay. Listen, partner. I may look like a dog... ...but I only play one here on Earth.

Now, we-- This shot actually was on Fire Island. That's really the beach in the background. Now we're back on-stage in Los Angeles. This is the introduction of Tommy... ...Who I think is just fantastic in this movie. Mrs. Vigushin. The name Vigushin is a name I've used here... ...In Big Trouble and For Love or Money. I went to school with a Jan Vigushin. I always thought it was a funny name, so I use it as much as possible. KEVIN BROWN This is an example of how incredibly funny Tommy is. Will does all this stuff. Tommy does nothing... ...and gets a huge laugh by just staring. Straight to the point. Now, by the way, we're on a Set in Los Angeles. That's not really Fire Island out there. There's a mental-health clinic on the corner of Lilac and East Valley. Lilac and East Valley is where Barry Fanaro lives in Montecito. Visit him. And this is my adorable daughter, Chloe Elizabeth Ringo Sonnenfeld. We gave her the pigtails so, as she shook her head, she could look funny.

There was no coma. It was a cover. Who are you? - Who are you? I had this set built with a big, fake wall coming up... ...so the camera could dolly straight through... ...and go from one side of the set to the other. Full perimeter wipe-down, right here, right now. Get a mop and escort all civilian personnel from this site immediately. Will has a lot of energy on the set. I used to listen to Will... ...when he had nothing to do, make these weird sounds.

He calls it a human beatbox. And his buddy Biz Markie is one of the best at it. We did not treat his voice... ...nor did we change the sync of Biz Markie's sound. I love the push-in off of Will onto Tommy's reaction. Watch his mouth and listen to the sound. That's totally done by Biz Markie. Danny's score here is just beautiful. That guy looks like Howard Stern or Joey Ramone. I don't know which.

This guy is a mechanical creature like a puppet. This is all done mechanically, and this is John Berton right here. He was the visual effects supervisor on the whole show.

This guy down here, you'll also see later... ... 1S a red bird in MiB headquarters. He does not really have eight arms. This is entirely done by Rick Baker, including those eyes. He's actually a good-looking guy, so that was hair and makeup by Rick... ...and the arms were done by Tippett Studios in association with ILM. We're back in Fire Island here. We shot one day in all of Fire Island. This looks like we put up a fake blue sky... ...but that's really the colour it was there that day.

This is day two or day three of Tommy shooting. We shot for about two weeks without him... ...because he was finishing another movie... ...so I think this was the second day or third day Tommy worked with us. Think he'll bite?

I'm just going for a ride. I love the way Tommy plays all of this stuff. You'll see. He plays it very naive and nonplused. Watch the way Tommy walks into Men in Black headquarters in this shot. It's sort of tentative and a little bowlegged... ...and a little bit unsure... ...and almost like a child just sort of checking everything out. Watch when Tommy gets in the elevator. His little lean he does back and forth. He's chewing his lip a bit. That little lean forward, he's like, "What's gonna go on?" He's just so not the guy you expect in that black suit. I love his performance throughout this whole thing... ...playing it so wonderfully naive and confused. That was added, obviously, by ILM in postproduction... ...and this big foot about to come in from the left side. And they even shook the whole image to make it seem like it weighed more. There's the bird guy that is played... ... by the same guy as the eight-armed postman. How'd it go?

This is a scene with Michael Jackson shot against blue screen. I would get many calls from Michael Jackson begging me... ...to be in Men in Black. He was never scripted to be in it. I couldn't figure out where to put him in it. Eventually, through a series of discussions, Michael and I found out... ...What he really wanted, more than anything, was to wear the suit. So Barry Fanaro and I wrote a scene that would allow him to wear the suit. We shot the scene in a couple of hours, and I think Michael's really good. I

Dental? Funny joke. The most advanced technologies.... So this globe never existed. This was done in the computer. This is a typical joke for me that I love. That's me, by the way, screaming, "All is lost! All is lost!" I love whenever we can play with scale... ...and play with the sense of things affecting whole worlds or universes... ...because of the dumbest, less-planned... ...not-expected ways to do that. I love that something like your finger going into the sky of a world... ...could create tidal waves. It's, to me, what the whole series is about. This was ad-libbed by Will in a very funny way.

This is another beautiful set designed by Bo Welch. You see that drain there, that hole down there. I came up with the idea that I wanted... ...to turn this into a giant toilet bowl... ... which is why the whole thing is round and made of porcelain... ...and is able to be sealed up. I thought it'd be amusing. This is a robot. Those are weird guys. This guy sells me hats in Telluride, Colorado. "Only the East Village." This is Rick Baker himself, who created all these aliens. Look, here's a guy in a tank filled with water. Here's the guy who played the eight-armed alien. You can see your Sprint and Burger King stores. Kaluth system. I think Lara ate about nine of these burgers. Reason for visit? Education. I want to learn how to be an underwear model.

Those are actually Lara's real breasts. Oh, look, Martha Stewart. Clear! Wake up, champ!

All these wormy things are all done by ILM in postproduction.

And here comes the toilet-bowl scene. Ever been to a water park? - I don't know. This was a real annoying day to shoot. Tommy doesn't mind getting wet, but Will hates it. I'm sure he bathes or showers, but Will doesn't like this kind of stuff. He's not comfortable around water. This was a big matte painting. And this really happened. This is two tanks with water in Times Square. The only thing we did Is, it looked too bright... ...SO Illusion Arts darkened the sky and added headlights on the cars. But that was not a blue-screen element. We were there at Times Square on that day, shooting that.

I save the world, you tell me why I stare at the stars. Cool. Same with this. The only thing we did was darken that sky. This would have been a funnier joke if it hadn't been in 400,000 commercials. But it works anyway. A joke that Will Smith came up with on the spot. Silly little planet. I could rule the place with the right set of mammary glands. Trapped like rats...

Computer, surveillance MIB. All of the driving scenes like this one were shot on a blue-screen stage. They're not driving at all. They're sitting on a platform that's all blue. We shot background plates of New York City... ...and then add them in in postproduction. There's about 200 of those shots. In that shot, that's Will and Tommy sitting on a stage in a Mercedes. Stay where I am. Easy for you to say. Find Kay? - Neuralyzed.

I love Lara in this movie. She's so flat and evil... ...and never acts sort of a villain... ...SO much as an alien frustrated by the idiocy of having to be on earth.

Computer, Internet. Deneuralyzer.

Tony Shalhoub, who was in our first movie. This is the same place we shot the first one, down on the Bowery. Although once we cut inside, this was in Los Angeles on a set. We're back in L.A. now, on a set. I decided to give Tony a beard, which is, I think, a mistake... ...because people don't recognise him as Jeebs. If I had it to do over again, I would have lost the beard. But I felt that every time Jeebs got his head blown up... ...he probably grew it back with a few genetically-missing pieces. And Will's probably blown his head up six times over the last five years. So he looks a little different. His ears and nose are bigger. His eyes look even more extremely in the wrong directions. Don't got it. So again, this is a set... ...and that exterior is not New York City. It's just a stage. Even if I did, if it doesn't work, he dies, you blow my head off.

Okay, homey, I keep it downstairs next to the snow blowers.

So these are a series of aliens designed by Rick Baker. You'll see them in bigger detail and more action... ...1N about four or five minutes. They're very funny. Find a deneuralyzer. They want his memory back. Check. Now.

Jarra's played by John Alexander... ...Who also played Mikey, the alien with flippers... ...who Tommy Lee Jones pulls over in Arizona in the first movie. We're on another set, the basement set. Jeebs' basement in Los Angeles.

Right, then! Smoke 'em if you got 'em. Again, Bo just designed, along with Doug Harlocker, the prop guy... ...and Cheryl, the set dresser, just a wonderful bunch of dumb things. As high-tech as a deneuralyzer was at headquarters... ... that's how low-tech this thing was.

Including Mixmaster mixes coming up. There you go.

WARNING!

I love working with Tony Shalhoub. He's really smart and funny... ...and very brave to be as ugly as he plays in this movie.

Perfect.

Tony just jumped out of the shot... ...and then the green goo was added as a postproduction element by ILM. It's very hard to grow those heads back... ...and make it seem real and not like a morph.

Kay! - Kay, wait! I

Kay! Bottom of my heart, I'm really sorry. I hope it won't affect our friendship.

Right over there!

Right in the pie hole. Now nothing's gonna taste right.

That was an ad-lib, to speak in the same low voice... ... that that guy said, "Lower your weapon." Now we're back with Knoxville and the other head being shot... ...weeks later on a blue screen and trying to make the timing work. All that stuff was always a nightmare. If I don't bring Kay back to MiB, Serleena's gonna kick my ass.

We called this guy "Cream Corn Guy." We called this guy "Poop Guy." We added the voice later. I thought he'd be funny if he had a girly, giggly voice.

This is one of my favourite scenes. Tommy is just wonderful in this scene, and he doesn't have any dialogue. There are my favourite bike guys again. Rick Baker designed this little guy with those little hands. We've got the nitrogen tanks that you'll see all over New York City... ...that I'm pretending transport Men in Black throughout New York. That's part of their secret transit authority. Remember the use of cockroaches at the end of the first movie? Now it's all coming back to Tommy. He's rebooting. Danny's score here is beautiful. That's the original theme... ... from the first movie, where Tommy's old partner... ...asked him to neuralyze him on the rock in Arizona. And now Tommy's back, just with that smile. It's a wonderful moment. Fellas, I think he's telling the truth. - Then he's no good to us. Didn't I teach you anything, kid? - Pineal eye!

Coming up is my single favourite laugh in the entire movie... ...which is the ball-chinnian. Any time you can make a testicle joke, you know you got a big-hit movie. We didn't know what to call that guy. We shot a lot of footage... ...Of Will Smith on the floor calling that guy... ...With the testicles on his chin a different thing. In addition to ball-chinnian, we have dick-face... ... scrotchers-throat. He's from the planet Testicles. We may be putting that gag reel on the end of this movie, so check it out. I remember that. - What you remember... This is a wonderful moment for me. Will, up until this movie, had been the dad. He had been in charge. He was the number-one guy. But as soon as his father figure comes back... ...he instantly, right there, reverts back to the way he was... .in his old relationship with Tommy. It's like going home to your parents, thinking: "I won't get upset if Mom says, 'You wore that tie?" That's what just happened to Will. He's back being the kid again.

This is a funny scene. I love what Rip says here.

And again, I love how Lara is just so flat and just throwing it away. Bring him in. Don't think so.

I lose, you lose. I win, everything keeps spinning. Now, just in case you can't hear it... ... the voice you'll hear talking to Lara Flynn Boyle's character... ...1S Michael Jackson again, still trying to be an agent. Zed? Is that you? I could be Agent Em. Zed. Hello? And a little salute to Matrix over here. And I say, a little salute. So feisty.

Fastest way back to MiB, you take this right on 39th. Again, they're in a car on blue screen, and they're not actually driving. But again, this is all about their relationship. Will's now the kid again. Tommy's now the adult. We need to peel caps and split wigs. Not ready. Look, you've been out for five years. That's a long time. I understand you're scared. I'm a little scared too. I'm not scared. - Me neither. I just thought we was bonding. You're acting like a rookie. Splitting wigs and stepping on caps.

Exactly. Serleena broke into MiB in order to lure me back. Into a trap.

We need a plan. Where we going? Scene of the crime? You're the boss. - Scene of the crime. That's a left. We added a different mural to this building in postproduction. This mural here was actually of pizzas looking like flying saucers. But we wanted to make this connection... ...between the Statue of Liberty's star and the pizza slice over here.

I love Tommy saying, "Drop your weapon," referring to a pizza-pie can. So we're back in Los Angeles shooting. That's a backdrop outside.

states that MiB personnel shall never be used... Bo Welch and I love the colour green, so we have one of the few pizzerias... ... that doesn't have checkered tablecloths but have green everything. Nope. Never seen him before in my life.

Wait a minute. This cloud was taken by Graham Place, the co-producer... ... from the deck of my house in Telluride, Colorado. It's a beautiful cloud. I wanted a very specific cloud... ...and I remember Graham had taken a photo of a cloud... .in Telluride from the deck of my house. Watch out, Will. What about that key, there? Maybe that's really what he's pointing at. That's Bo Welch, the production designer, pointing at the next clue. That was a job I should have gotten. See here? Pizza slice, Statue of Liberty, star. Very important. He actually is right. It is an arrow.

Notice the little flying-saucer motif stuff? That's Cheryl. That's her ideas. She's brilliant. She puts all the little props and stuff on the set. The tables, the lights. We gotta figure out where it goes. - I know where. No. Not yet. - MiB code 773 clearly says... I

This is my favourite transition coming up. "

Jay! This is a great set designed by Bo Welch. The ceilings are about 5 feet tall... ... forcing any normal human to have to crouch. Some of these shots, the worms are puppets. The puppeteers are underneath the floor. We built the whole stage up about 6 feet. Their close-ups... That really happened. That's a real puppet. That's a real puppet. And they have little worms, or rods, that get removed in postproduction. But when you cut to a close-up of one of the worms... ... that's an oversized 6-foot head. I think we got one of those coming up. That is a puppet shot against blue screen... ...and we added the green bar in the background. But all of these are regular puppets... ...and all the puppeteers are underneath the stage. Watch out, Will. You're gonna get kissed. I think these worms are Jewish. There's a lot of, "Oy." Listen. You're gonna-- In a minute.... You'll hear, "Oy, Neeble" after the guy says, "Your mama." Which one of y'all is Neeble? - Yo, mama! Him, right there. It's fine. At least some of the worm guys are Jewish. Twister!

This was a set we built outside the worms' apartment. And we're about to go to Grand Central Terminal. What's interesting is, it was the first day Will and Tommy shot together. The first two weeks, we were only shooting Will. Coming up is the first night of work with Tommy and Will... ... surrounded by thousands of people at night in Times Square. This move, the track across C-18 and then revealing them... ... 1S a shot that I stole exactly from my movie, Get Shorty. There's a shot that tracks in on Locker C-18... ...pans around and reveals John Travolta looking at the locker. So I chose the same locker number and the same shot. So all of these guys were shot live on-stage from different angles... ...and then were shrunk and placed into the locker in postproduction. But all these guys are tiny, little shoots that we did... ...and then shrunk the characters down. Yes. The timekeeper.

We're gonna see a mistake we made coming up in this scene. Notice how Will's watch... ... has these three circles in it. Well, you'll see. Jay.

And now, look. That was Tommy's watch. We accidentally shot the wrong background plate on one shot. But I love these guys. They're cute and adorable, but they sound like they're from New Jersey. and peace has reigned throughout our world. Pass it on to others! This is a video card, and these are their commandments... ... that they've learned from the video-rental card... ... that Tommy had left in the locker years earlier. Again, Rick Baker designed all these creatures and these little lights. The lights were enhanced by-- Sony Imageworks did this whole sequence. What's with the video card? - Don't know. The watch? - A reminder.

Guess. I guess we have till midnight, that's 59 minutes to figure it out. This was shot in New York City, and now we're on a stage in Los Angeles. If you look carefully, this whole thing is dedicated to Oliver Stone. Oliver Stone movies, the occult and Oliver Stone. I thought this whole video store is all about conspiracy theories... ...UFQs and anything that Oliver Stone believes in. If you look at this sequence slowly, you'll see every category of movies... ...Will be comedies and Oliver Stone movies... ...paranormal movies and the movies of Oliver Stone. I don't Know why I thought it was funny, but I thought it was funny. There he is. David Cross was in the first movie. He played the morgue attendant... ...Who got slimed, but not killed, by Edgar Bug... ...who was up in the ceiling of the morgue. This woman's name is Colombe... ...and I think she's unbelievably funny, unbelievably dry. And he's really stupid, so the two of them together are a wonderful team. Got it.

You'll discover why Jarra has this long coat in about 10 minutes. I'll give you whatever you want. We were running out of money and needed one more alien. On the set, I said to Doug Harlocker, the prop guy: "How hard would it be to make this trash can get pulled invisibly?" Which he did. There's a little wire we had removed... ...but basically, that became Gatbot.

I

I want to have your baby," written by Barry Fanaro... ...1S the funniest line in the entire movie. Again, another great set designed by Bo. Very green. Watch Tommy. He's almost cracking up. He's trying so hard not to laugh, because David was so funny. No thanks, we're cool. All right. Over here.

This is one of my favourite scenes in the whole movie, for so many reasons. I find it funny and small. I find Tommy amazing. Alien anal-probing joke is always good for a laugh. Boy, move.

Now we'll see the sequence we were watching at the beginning of the movie. Watch Tommy and how much he hates David Cross' character.

Steven Spielberg, executive producer of Men in Black I and II.

would mean victory... Again, I just love how much they hate him.

Lauranna. ...Princess Lauranna.

No. It was night.

Not only was it raining, it was muddy. Whenever we took a step, we would gather up all this mud. By the end of the night, our shoes weighed between 40 and 50 pounds. It was just a horrible, wet night, shooting this on the set. But I just love Tommy watching this scene and starting to cry... ... which was totally unexpected on the set while we were shooting this.

Again, another beautiful moment in Danny Elfman's score... ...and Tommy starts to cry here, which was just unexpected.

I shouldn't have.

The worm guys.

Are you one of Newton's friends from therapy? Yes, ma'am, I am. Look here, please. This is an example of where we had some stuff here that was written... ...and some stuff here that was ad-lib. Joints look like they pick up cable. Second, take her to Cambodia. The Cambodia stuff was written by Barry Fanaro. And then at the last minute, when I heard Will saying: "Move your bum ass out of your house," which was an ad-lib... ...I turned to the prop guy, Doug Harlocker, and said: "Do you have a shovel? Get me a shovel." And he had a shovel, so the shovel was a last-minute add-on to the set... ...and the implication is that David Cross is about to kill his mother. Communicator, Jay.

What's up, Jay? Quit touching my butt! - I thought it was your face. These were all actual puppets wrapped around her on the day of shooting. There's no computer-graphic worms here. I find Rosario just adorable in this scene. Is it glowing?

Communicator, Frank.

Bitch.

He's a dog. I don't even like him. - No, the girl. You're sweet on her. That's why you didn't neuralyze her.

Like you did with Lauranna? - I put the entire planet in danger. I don't want to see you making my mistakes. Whatever, man.

Laura? Here's some more Yiddish coming up. "Oy." Damn! And these are all a combination of puppets and visual effects. This guy is done by ILM. But that was a real puppet shot against blue screen... ...with us adding a background plate to it.

pull yourselves together. And, of course, this next shot, that's Industrial Light & Magic. And the next shot of all the worm guys leaving would be done by ILM.

What's the book say? - We're off book. I say split some wigs. Now, coming up is my cameo. We're watching Martha Stewart, of course. That's me. This is Tommy Lee Jones' daughter, Victoria... ...and on the right is Stephanie Kemp, the associate producer. Now, the problem right here is, until this shot... ...I did not know that I was losing my hair back there. So I said to ILM, since they're adding all those worm guys anyway... ...which are like $90,000 a piece... Here you go again. Why not give me some hair? But they wouldn't do it. And I begged them to do it. I think they wanted to charge me more money. This is a real wall that was able to go up and down like that. And I love that there's this tiny, little room... ... with this huge closet of special weapons in the background. And she can stay up as late as she want... Which is every kid's dream. This was a new set we bullt. We called it the impound set. It was the same set where we parked all the cars... ... where Will and Frank were walking towards his new Mercedes.

This is outside the real headquarters in lower Manhattan.

I saved the world from a Kreelon invasion.

Know what you're doing?

This is on blue screen against a background plate. This is all real.

We had a lot of wind... ...and a lot of hot dogs and hot dog buns being thrown at them.

And I love this guy. "Satan escapes from hell." That lady is causing all kinds of hell. Here's our cheap trash can again... ...but now it's a computer-graphic trash can right about here. All those bullet holes were real. We spent about a day rigging them... ...So that they would go off ina very specific, continuous pattern. Yummy. Someone I need to eat.

Tommy and Will really are hanging upside down here...

as were the worms, who were wired into the top of the refrigerator... ...With puppeteers on top of the ceiling.

And this is entirely CG. The worm guys were all puppets in those shots, not computer graphics.

These elevators really did work.

Those are those oversized worm-guy heads... ...and now we're into a computer-graphic worm.

That was his stunt double flipping over. Once he landed... ...we tricked that guy out and Tommy Lee Jones into the shot seamlessly... ...SO it looks like Tommy did that flip.

Jarra! What's up, man? You look great. What's it been? Five years? - And 42 days.

You shouldn't have tried to steal our ozone. Now we get to see why he had that big cape. So the big head is blue screen. All the other heads are entirely computer graphic.

When Lara sticks her tongue into Tommy's ear... ...he didn't know she was gonna do that. We did four takes with her just whispering to him... ...and I said, "On this next take, stick your tongue in his ear"... ...which she did, and he never broke up. He went with it. And then when we were almost done with the movie... ...I thought it would be funny to extend her tongue and make it green... ...so we had ILM do that at the last minute. But the idea of sticking her tongue into Tommy's ear... ...was something we decided at the very last second. Actually, right on the spot. What you talking about? I'm winning.

and for making that many copies. Surrender! I

gone!

Will actually did that and went all the way up into the ceiling. Then we took him down... ...and his stunt double, Randy, was dropped into those tubes. But Will did almost all of his own stunts in this whole movie. All of this stuff, Will is on wire, holding on to green bags and stuff... ...being pulled around the room.

And a lot of this is on blue screen, and a lot of it is computer graphics. And I find this next shot very funny. Will did an unbelievably great job. He actually is trying to get out of these tubes.

Editors, Steven Weisberg and Rick Pearson, came up with the idea... ...of adding the countdown to see how far down towards zero we could get it. But it's really funny. Five. Four. Three. Two. Launch terminated. We had two editors on this one because we had four months less... ...postproduction than we had on the first one. The first Men In Black, we had a year, and on this one, we had eight months... ...so that we could get the movie back out... ...in the movie theatres for the July 4 weekend.

So Tommy's just hanging on wire. All those eel things have been added in postproduction. And that's us dropping Tommy off of the wire. This is a background plate that we shot... ...and then this is computer-graphic guy in the foreground. Now we're getting into a lot of combinations... ...of computer graphics, of blue screen... ...Of all sorts of different elements once we get everyone in this car. I'll try to talk you through it. The floor is real, and everything else is fake. This really is what exists under that Men In Black headquarters... ...which is the Brooklyn Battery Tunnel. We're on a stage against blue screen... ...and all those backgrounds have been added. that bracelet will go nuclear and destroy Earth. What?! Hello. Wait, Kay, no. - I Know what I'm doing. Again, this transformation was done in postproduction, obviously. Mercedes does not make a flying E500. Coming up, you'll see two of Will's children, Trey and Jaden. They were in a scene that I took out, but I still wanted them in the movie. And they were standing on grass, so I had ILM... Here, that's Jaden, that's Trey. I had them be replaced and put on concrete. I added this shot. As the car flew through New York... ... It would have deneuralyzers... It would have neuralyzers on its belly that would shoot out... ...and neuralyze people as they looked up and saw the car.

Again, this is all on the stage. The dog didn't have a cigar. There was no smoke. The cigar and the smoke was added by Rhythm & Hues... ...and they also, obviously, added his mouth movement. The worms were all puppeteered, we erased the worm puppeteer guys. But this is all done in postproduction by Rhythm & Hues. Frank?

If we show you the gag reel, you'll see four of the funniest minutes... ...of trying to get this automatic pilot to work in the gag reel. One continuous four-minute take. This was all shot on blue screen. We built this little shell of a car. They were wandering around, moving from place to place. It was funny... ... the shooting of it. Now we're going into the subway again. The subway... The background plates are real... ...and the cars are computer graphic.

So those are real subway background plates... ...where we've added cars, flames, people, Jeff the Worm. Teeth.

There's our automatic pilot, whose name I can't remember... . If it's Derek or Marit, but he did a great job. Real building. We added the pyramid and all that... ...on that wide shot in postproduction. This is all a rooftop set. This is blue screen, and this is, over here, a big Translight. Right here. This is where we announce to the world... ... that Rosario is the Light of Zartha. You're mistaken. I work at a pizzeria. Two days ago, I was running a post office. You are who you are. This was also the last several days of shooting. Ah, pizza slice? Does that look like a pizza slice? Is it possible this is pointing to the Statue of Liberty... ...pointing to this star? Let's see. Statue of Liberty... ...Star. See, the clues are always there. I think Danny Elfman's music here is extraordinary. When Tommy said, "

I started to cry and had to cut the camera. Will was so embarrassed, he jumped on me and kneed me in the groin.

This set is real, but this was all blue screen back there... ...and this side was a Translight. That was a Translight here... ...which means a big photograph with light shining through the backing... ...to make it look translucent.

Everyone's so good in this scene. Especially in the music.

It's not fair. The problem is, I then wanted to undercut... .the, sort of, romance and sadness... ...by going into some action and comedy again... ...SO it didn't feel maudlin or saccharine. Which is why after these beautiful beats... ...I have to bring the action back... ...into the movie so it doesn't feel overly soft. Get back in the subway! Now!

Remember Serleena? She arrived and had the conversation with the dog? She looked like a big artichoke heart, and that's her back again. Only she's now grown to enormous size because of... ...eating Jeff the Worm. These are digital doubles. Will is a digital double. That's a CG element. Nope! Will was holding, like, little blue tubes here... ...trying to pretend where the heads of the eels would be. This is all on blue screen with computer graphics added.

I love that scream from Will.

That dome was added in postproduction. Might I suggest a bigger gun?

Those teardrops were done at the last minute by Eric Brevig... ...who came in to help ILM the last couple weeks... ...when we had some crunch time.

I just love this part of the movie. I love that the real love story... IS between Will Smith and Tommy Lee Jones... ...and the two guys iconographically looking up in the sky... ... shooting their guns, to me, is so heroic. The music by Elfman is just extraordinary here. We felt since we were coming out on July 4 weekend... ...we could play with the Statue of Liberty and fireworks... ...and not make it seem too overly patriotic, which is not our intent. It's just to make a comment about when we're opening. The Weather Channel remark... ...Was written by Walter Parks because he knows that's all I do. I watch the Weather Channel eight, nine hours a day... ... Just wondering if Vivian Brown is pregnant again.

So, what do you think? Do you think that Princess Lauranna is... Thousands of people in New York and New Jersey saw our little event. ... the lover of Tommy Lee Jones and that Rosario is his daughter? I think he might be Rosario's dad. The ultimate neuralyzer. People start clapping, thinking the end is here... ...SO we gotta get back up quickly before they get out of their seats. How you doing? - I'm good, man. We've all been there. The girl is gone and it hurts. Wanna talk? No. - I can help. No. Still sulking? No. - Yeah. This was the last thing we shot. This is a locker-room set we built. I love Will's reaction to Zed wanting to talk about his sex life. I'll tell you about dames. They say they want... Here comes some more Yiddish. Hey! Frank. - What? Still sitting shiva? Sitting shiva is what you do when someone dies... ...SO what Frank means is: "Are you still sad and lonely about the loss of Rosario?" In New York City, that gets a big laugh. In Kansas City, I'm not so sure. Why put them in my locker? I

It's kind of sad. We need to let them out. "Danger. Exit. Do not open." Under no circumstances open.

This last shot was done by Rhythm & Hues. It was something we thought of very late... ...but we're always liking to play with scale... ...and tell the world, what you think things are aren't really like that. Now we got Will's song. We'll point out some cool guys along the way if we can. I love that last shot. Just when you think you know what to expect... ... it's something different. Chloe Sonnenfeld, my daughter.

Tim played the voice of Frank the Pug. You won't believe how long these credits go on. Over seven minutes. So I'm not sure exactly how much we'll get through here... ...but Graham Place has done many, many, many movies with me.

Kurland has done many, many, many movies with me. He records the sound for me and Joel and Ethan Coen. But he does a better job for me because I pay him more than scale. There's Doug Harlocker, a guy I was telling you about... ...who finds all the cool props that we work on. Cristie is the girl who trains Frank the Pug. She'll teach Frank to talk on the next one. Kenny Searle is the most manly man I've ever met. He's the transportation captain... ...and he knows how to fly planes, and he's one of my heroes.

Now we're talking about guys who worked on the New York part. New York, the best place to shoot movies.

Okay, here's some more nepotism coming up. These guys are the best. Kevin's was nominated for 15 Academy Awards, and he's about to win one. Skip, I've done many movies with... ...and where's Tom Ringo? Have we missed Tom Ringo? Tom Ringo's my brother-in-law. Good story, don't you think?

Jim did an amazing job timing the colour for this movie. But he doesn't talk a lot, and he makes me nervous.

So we worked with ILM. We worked with Rhythm & Hues. We worked with Illusion Arts. We worked with Sony Imageworks. We worked with four or five different companies, Pac Title... ...to get our approximately 600 visual-effects shots done... ...in the eight months we had for postproduction. Thanks, everybody. Continue to watch the end titles... ...and I hope you liked the movie. Any questions about the plot, please call the producers. I'm sure they'll help you out.