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

Cayen Martin as Colonel's Son

Clarke Thorell as Prison Guard #1

Adam Mucci as Prison Guard #2

Tom McComas as Prison Guard #3

Douglas Crosby as Prison Guard #4

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

Gerritt Vandermeer as 1969 MIB Agent #3

Alexandra O'Hara as Mom

Violet O'Hara as Little Chocolate Milk Girl

Valence Thomas as Coney Island Hippie

Chloe Sonnenfeld as Coney Island Flower Child

Lanny Flaherty as Obadiah Price

Jonathan O'Hara as MIB Desk Agent

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

Stephen Brian Jones as Guru

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

Susan Ringo as Wife Watching Launch

Stephanie Ellis as Young Wife #1 Watching Launch

Ben Mac Brown as Young Husband #1 Watching Launch

Amy Erwitt as Young Wife #2 Watching Launch

Brad Abrell as Worm (voice)

Tim Blaney as Worm (voice)

Thom Fountain as Worm (voice)

Carl J. Johnson 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)

Alpheus Merchant as MIB Guard (uncredited)

Leonard Zimmerman as Warhol Benefactor (uncredited)