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PRODUCTION NOTES

When movie fans and aliens converged and conspired to meet in dark places over the July 4th weekend in the summer of 1997, the inconspicuous acronym MIB was soon decoded as the shorthand title for one of the biggest hit films in the history of Columbia Pictures, producing the greatest July 4th holiday box office opening in the history of movies.

The original Men In Black?, eventually grossed over $587 million worldwide (over $250 million in the U.S.), opening to a five day record of approximately $85 million and went on to become the biggest film hit of 1997. It introduced audiences to agents Kay and Jay, a pair of elite intergalactic cops monitoring alien activity on Earth for a law enforcement agency that doesn't officially exist-the Men In Black.

Men In Black II continues the adventures of these guardians of the nebulous nebulae of portals to our appealing planet - just in time to tell the story of the greatest threat yet to Earth's very existence.

Columbia Pictures and Amblin Entertainment have reunited director Barry Sonnenfeld and producers Walter F. Parkes and Laurie MacDonald with Tommy Lee Jones, Will Smith and Rip Torn, joined by Tony Shalhoub and cast newcomers Lara Flynn Boyle, Johnny Knoxville and Rosario Dawson, for Men in Black II. The screenplay is by Robert Gordon and Barry Fanaro, with a story by Robert Gordon. The executive producer is Steven Spielberg and Graham Place is co-producer. MIB is based on The Malibu Comic book series by Lowell Cunningham.

Multi-Academy AwardR winner Rick Baker returns as Alien Make-Up Effects Supervisor, creating his exotic assortment of interplanetary emigrants brought to life by Cinovation Studios Crew and an award-winning Industrial Light & Magic team led by Ned Gorman and John Berton. Lori J. Nelson produced the visual effects for the feature which also included award winning facilities Rhythm & Hues Studios, Sony Pictures Imageworks as well as Pacific Title Digital and Tippett Studio. The director of photography is Greg Gardiner and production designer is Bo Welch, with costume design by Mary E. Vogt. The editors are Steven Weisberg and Richard Pearson and music by Danny Elfman.

Men In Black II will be released nationwide on July 3, 2002 before moving to planets everywhere. The film is rated PG-13 by the MPAA for sci-fi action violence and some provocative humor.


ABOUT THE PRODUCTION

MIB stunned industry analysts in 1997 when it snuck up on audiences and outgrossed such predictable, surefire summer smashes as Lost World: Jurassic Park 2, and Batman and Robin.

Men in Black is back -

"Maybe we can sneak in under the radar again," director Barry Sonnenfeld proposes. "Isn't there another 'Star Wars' coming out?"

Not only did Men in Black sneak in under the radar to become a huge movie hit, it introduced stylistic elements that quickly became dominant themes in fashion and entered the iconography of pop culture throughout the world.

"I always thought we were making a little buddy movie with a bunch of smoke and mirrors to make you think there was a science fiction element in it," says the director. "But it opened very well and, a week later, three other movies had newspaper ads with their actors wearing sunglasses. And Will's song was playing everywhere you went. So, it was kinda cool how, all of a sudden, it had pervaded society."

"We had taken our kids with us to the London opening of Men in Black and then we drove up to the north of England for a little vacation," recalls producer Walter F. Parkes. "A couple of days later we were sitting in this hole-in-the-wall pub, in the middle of nowhere, eating shepherd's pie and suddenly the (Men in Black) song comes over the radio. It was one of those moments when you just get this crystalline awareness of the enormous reach of a movie."

If the original MIB snuck up on audiences, its enormous success also came as something of a surprise to some of Sonnenfeld's own production team.

Sonnenfeld's first application of his unique directing sensibilities came on The Addams Family, based on the Charles Addams drawings in "The New Yorker" magazine. Two years later, on Addams Family Values, he successfully applied his unique sensibilities again... to something no longer so unique.

"Tommy and Will have reversed their rolls when the story begins. While Tommy's been gone, Will has become the top agent at MIB. After Tommy returns it creates a funny dynamic in which Will suddenly has to deal with his old teacher coming back into his life and treating him like a kid again. In that way, MIBII incorporates the strengths of its predecessor but takes a fresh approach," notes producer Laurie MacDonald.

Agents Jay (Smith) and Kay (Jones) are re-teamed against a sinister seductress who levels the toughest challenge yet to the MIB's stated mission of protecting the earth from the scum of the universe.

In the four years since the agents last teamed to avert an intergalactic disaster, Kay has returned to the comforts of civilian life while Jay has taken over his former partner's role as the most annoyingly efficient employee of the unofficial government agency that regulates all things alien on earth.

While investigating a seemingly routine alien-on-alien crime, Jay uncovers a diabolical plot masterminded by Serleena (Lara Flynn Boyle), an evil Kylothian creature who disguises herself as a sexy lingerie model, and her two-headed, half-witted accomplice, Scrad/Charlie (Johnny Knoxville). There is only one person who knows the secret of Serleena's mission on our planet: the former MIB agent Kay who is now a drone in another large government office, the U.S. postal service.

At the end of the original Men in Black, audiences will recall Agent Kay being neuralized, a process by which all memory is erased, and retiring from MIB. However, the reunion of Kay and Jay, was always the most important element in anyone's vision of a sequel.

"We always knew that the first movie was going to end with Tommy's character being neuralized and if we were lucky enough to have a second one, it would somehow have to deal with bringing him back," explains Parkes. "Now, the problem was, how do you create a story that does that, and, as Barry continued to remind us, get Tommy back in quickly?"

"Like all the great comedy teams, Burns and Allen, Laurel and Hardy, there was a quiet one who didn't do much and then the loud one," says Sonnenfeld. "We have Tommy Lee Jones being the quiet guy and Will being the loud one. One of the biggest challenges of planning the sequel was figuring out how to get the two of them in the movie together faster because their comedy interaction is what makes up the heart of the film."

"We'd shot the first two weeks in New York with just Will and finally we got to the first scene of the two of them together, which we shot at Grand Central Station. At the end of the night, Will turned to me with a big smile on his face and said, 'Kay makes Jay' - meaning without Tommy's character, there is no Will's character. Without Abbott there is no Costello."

Having established his reputation as one of the movie world's biggest box office draws as an action hero when Independence Day was released in the middle of filming MIB, Will Smith relished a return to the role that further cemented his reputation as a big time, big screen comedy star.

"I just think the concept of the Men in Black, a government organization that polices and monitors extra-terrestrial activity on planet Earth, is cool," says Smith. "I mean, the fact that things are going on right under our noses. The existence of a Men in Black-type operation explains a lot of things you've always wondered about - like how is Regis so successful? Came outa nowhere, all of a sudden he's the biggest guy on TV; you ask yourself, 'Why?' Answer is: because he's not from here, ya know? So the Men in Black explain a lot of things."

While the existence of the secret alien activity monitoring organization makes perfect sense to Agent Jay, when we meet Agent Kay, he is blissfully oblivious to its being or purpose. Well, maybe not so "blissfully."

"We don't really go into details about his life in the post office," Jones says about Kay. "But you get the idea that he's not really enjoying it. He's a good postmaster. The people of Truro, Massachusetts like him. But I doubt he's one hundred percent happy. I've really never been neuralized myself but you would expect that one would always have the idea that there was something missing."

"The movie doesn't really go into those things in great detail. The point is to go get Kay and bring him back on the job. We try to do that as expeditiously as possible without dwelling on these details. Any individual audience member is welcome to fill in the blanks. There are plenty of guideposts for people to do their own background on these issues. They don't concern us because once we're underway and our ship has sailed, we have bigger things to deal with."

Kay, of course, subliminally misses being back in action and that's what MIB chief Zed sends Jay out to rectify.

"Zed knows everything about everything in the organization," says Rip Torn. "So, when Agent Jay explains what happened at the crime scene, he's got a pretty good idea who did what and why. The trouble is, there's a missing piece to the puzzle and Zed sends Jay out to retrieve it."

The missing puzzle piece is in the mind of Agent Kay, who is missing his memory. Further complicating the solution of this case is something that's missing in Jay.

Like their real-life police counterparts, one of the missing elements in the lives of MIB agents is companionship. It's a lonely job with only your partner for company - even lonelier when you keep neuralizing the people working with you. But before he realizes he'll be reteaming with his old partner, Jay breaks procedural protocol and allows another individual - a civilian - to become a special someone in his life.

"After being partners with the greatest Man in Black in the history of the agency, which is what Kay was, it's very difficult for Jay to find another one to fill those shoes," explains Smith. "So, he, in effect, becomes Kay. You know, slightly cynical, slightly jaded. That sort of attitude may be great for the job but not for your personal life. You get out of touch with people. You get lonely being a Man in Black."

"When Jay meets Laura, he's quite enchanted by her and he sort of goes off-book, specifically with the part of MIB protocol that specifies all witnesses must be debriefed and neuralized. He's attracted to her and he doesn't want to neuralize her because he wants her to remember him."

So, after having neuralized a series of former partners, for one perceived procedural violation or another, Agent Jay lets down his guard and, in a vulnerable moment, finds himself unwilling to erase the memory of a witness to an alien sighting.

"I think he takes an interest in me because of my reaction to the crazy stuff I see happening. And he kind of starts off in the film expressing his loneliness and maybe wishing there was somebody to have a relationship with. Not necessarily boyfriend and girlfriend but just being able to be himself around someone and have a history. When he sees that I don't get freaked out about seeing people turn into starfish or seeing dogs that talk, maybe he thinks, 'hey, maybe this is someone I could get to know.'"

Someone Jay would rather not get to know and Kay, it turns out, knows too well, is the neural root creature Serleena. However, she doesn't look like a neural root (whatever that looks like) for very long.

"When she arrives, she's this root that looks like a combination of an artichoke and a jellyfish," Sonnenfeld describes And then she turns into a beautiful lingerie model who's played by Lara Flynn Boyle - who is a delight to work with. Her performance is totally sarcastic. She's the perfect actress for me to work with."

For Boyle, starring as an alien villainess in a big movie was more than a great career opportunity, it was a way to get paid for having a good time.

"When I was first offered this part, I thought, 'Cool, I get to be an alien in a huge blockbuster movie,' but I didn't really know what that would mean," says Boyle. "I was a big fan of the first movie and I'd known Will a bit over the years, through friends, and I knew he was such a nice man and he and Tommy had this amazing chemistry. What I didn't know was how much fun it was going to be working with Barry and his whole crew.

"Barry runs a very relaxed set. He cracks everyone up with his jokes, makes outrageous comments and walks around in a cowboy hat. I'm crazy about working with him."

Boyle's vote makes the sentiment unanimous among the movie's stars. For Smith, who has worked with Sonnenfeld twice before, there is no director more adept at bringing out what's funny in a performance.

"The flavor of Men in Black is very distinctly Sonnenfeld," says Smith. "It's very Sonnenfeldian. Tommy and I adopt Barry's sensibilities in playing these characters. It's different from the way Tommy or I might choose to play these guys on our own. Barry is just a wonderfully bizarre individual and that's what makes this movie and these characters work."

Jones who had been known exclusively for dramatic roles, would add another nomination to the mix of what makes Men in Black work as a comedy.

"I don't have a sense of humor of any recognizable kind," the actor says wryly. "I've been very lucky because my mark is often right next to Will's. So, the key to being funny for me is to stand as close to Will Smith as possible and do everything Barry tells me to do. It appears, on some occasions, I've gotten away with that."

And if proximity to Smith, in conjunction with the Sonnenfeldian method holds up, the whole cast might just get away with it again.

"One of the most exciting things about doing a sequel is that the actors now know who their characters are," Sonnenfeld concludes.

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