When Men in Black hit the movie scene in 1997, it completely blew my mind. It introduced me to the world of science fiction, aliens, alien technology, and space, and my life was never the same. Men in Black was a surprise hit, blending the perfect amount of adult storytelling with humor and fun to watch action sequences. It was adult enough for grownups to enjoy and it was family friendly enough for younger children to love. Men in Black is a rare instance of a movie satisfying pretty much every audience for which it was made. The movie allowed Will Smith to shed the success of Fresh Prince of Bel-Air and move on to becoming a movie star, and we all know how that turned out.

Men in Black became popular as a standalone movie but it has since become a famous franchise that spawns three films, a comic book series, a television series, toys, and a recently announced reboot of the franchise with a new movie coming in 2019 starring new actors and actresses. The Men in Black have become synonymous with science fiction, and the franchise has achieved somewhat of a cult status among fans.

In this list, we will look at the behind the scenes secrets from the first, original film, Men in Black, from 1997. Many of these secrets are derived from the commentary on the home release version of the film, and most of them will give you a glimpse into what the director and actors were thinking during the production of the movie.

25 Thrown Into The Role

Vincent D’Onofrio is known for his rigorous method acting. The man just throws himself into any film role he plays, and basically embodies the sentiment of “go big or go home.” His role in Men in Black is of course, no different. In the movie, D’Onofrio plays Edgar. A farmer whose life is ended by a Bug alien and then used as the Bug’s disguise.

In order to get a better feel for the role, D’Onofrio watched documentaries about insects. He also put leg braces on his legs and taped his ankles so that they couldn’t bend very well to achieve a distinctive walk for his character that perfectly represented a huge Bug alien stuffed into a small human suit. He definitely made the role his own.

You may recognize Vincent D’Onofrio from television shows such as Law & Order: Criminal Intent, and the recent Netflix Original Series, Daredevil, based on the Marvel Comics series. In Daredevil, D’Onofrio plays the main villain, Kingpin. In this role, he is once again almost unrecognizable as he shaved his head and added a lot of muscle mass in order to play the hulking villain. Which just goes to show how much he throws himself into every role.

24 Celebrity Aliens

Somewhat of a running joke in the Men in Black franchise is that in the movies, many celebrities are actually aliens that are living among us, unbeknownst to the rest of the humans on Earth. In the first film in the series, there are many celebrities who make cameos as aliens who are trying to blend in with society.

Some of the celebrities who make an appearance as an alien are Danny DeVito, Al Roker, Sylvester Stallone, Dionne Warwick, Anthony Robbins, Newt Gingrich, Isaac Mizrahi, Barry Sonnenfeld, Chloe Sonnenfeld, Michael Jackson, George Lucas, and Steven Spielberg. It has become so popular for celebrities to be featured in a Men in Black movie that it is almost seen as a rite of passage. Go back and watch the film and see if you can catch any other famous celebrities making an appearance!

There is even one scene in one of the films where Michael Jackson appears and requests to be “Agent M.” It’s almost to the same point of musicians who have been parodied by Weird Al Yankovic. Some people take it as a badge of honor, and you haven’t truly made it until that happens. I love seeing all the funny celebrity cameos in Men in Black.

23 The Great Attractor

During one memorable scene in the movie, Will Smith’s character Agent J accidentally knocks a rubber looking ball off of its pedestal. The ball goes flying around Men in Black headquarters causing all kinds of mayhem and destruction. Agent K, played by Tommy Lee Jones eventually catches the small ball and tells Agent J that the ball caused the 1977 New York Blackout, and was a practical joke by The Great Attractor.

In astronomy, The Great Attractor is actually real.

It is a large gravitational anomaly that was discovered in 1973 approximately 250 million light years away from earth. The Great Attractor influences the motion of every galaxy within hundreds of millions of light years, and scientists still don’t exactly know what the anomaly is.

Men in Black has actually been lauded as being more plausible than the standard science fiction movie. Perhaps this is because aliens existing is hard to disprove when the universe is so vastly huge. However, when watching it as a kid I wasn’t too concerned with how scientifically accurate the movie was, I just thought it was entertaining. And in that capacity, the movie was a huge success that spawned many, many spinoffs that were successful as well.

22 A Frustrating Process

Rick Baker, who was the lead effects artist on Men in Black, has stated that the alien design approval process for Men in Black was a bit frustrating at times. This is because Baker had to get approval from two sources, instead of just one. He needed approval on the designs from both Barry Sonnenfeld AND Steven Spielberg, which made things difficult.

He has stated that sometimes one person would like the head of an alien but not the body, and then someone else would like the body and not the head. Sometimes he was asked to mix and match aliens, but in doing so the design would really not make much sense overall. I can see how designing all of the aliens present in Men in Black could be frustrating by using this system.

Rick Baker has also stated that he started out making the aliens more experimental in design than what they ended up being. This is because he thought, aliens wouldn’t necessarily conform to what a human would think they should look like. However, some of the designs were too experimental, and he realized audiences may not be able to relate them. So he made some of the main character aliens more humanoid in appearance.

21 Unique New York

Interestingly, the original Men in Black movie was not planned to take place in New York City. The original idea was for the movie to take place mostly in underground bases and bunkers, mainly in Kansas, Washington D.C., and Nevada. Barry Sonnenfeld decided to change the setting to New York City when he realized it would be more believable.

Sonnenfeld felt that New York City would provide enough room for aliens to blend in, and that because of the number of people, nobody would really notice the aliens. He also felt that New Yorkers were jaded and would be more tolerant of strange people in their city, which actually was a source of comedy throughout Men in Black. Sonnenfeld also felt the architecture in New York resembled spaceships and flying saucers.

Some of my favorite scenes in all of the Men in Black films are when New Yorkers see all of the crazy things going on around them because of the aliens, and just look back down to their newspaper like nothing has happened. It’s all a typical day in the life of a New Yorker! I think the movie would have less charm if it hadn’t included these scenes.

20 Gotta Get Those Sunglasses

The main character design that the Men in Black are known for is their black suits and especially their black sunglasses. This is no different in the film. The sunglasses they wear in the film are actually the Ray-Ban Predator 2 sunglasses. After the film came out, these sunglasses started selling like crazy, and their sales tripled for a time after the release of the movie!

Ray-Ban even reported that the sales of this specific style of sunglasses went up from $1.6 million to over $5 million after the release of Men in Black in 1997. That’s an incredible increase in revenue! It was definitely a good idea for Ray-Ban to include their sunglasses in the film, and an even better idea to allow the general public and fans of the movie to buy them too.

I know that when I was a kid, I stole my dad’s sunglasses and pretended to be a Man in Black. If I had known that Ray-Ban was actually selling the real sunglasses the Men in Black had used, I would have pestered my parents to no end trying to get them to buy them. And my parents probably would have caved. That’s just good marketing!

19 The Dark Comics

Not many people who have seen Men in Black know this next secret. Even hardcore fans may not even know this one! Men in Black is actually based on a comic book. It’s not an original movie. The comic was created by Lowell Cunningham and was called The Men in Black. It is much darker in tone than the movie ended up being, as the movie was geared more towards families and kids.

In the comic, not only did the Men in Black deal with alien activity, they also dealt with supernatural and paranormal activity, which gave the comic a creepier feel to it. Also, they were much more ruthless in the comics than in the movie, wanting to maintain secrecy by any means necessary. And we all know what that means…

I’m definitely glad the filmmakers decided to make the movie more family friendly. It gave the movie a much wider audience and, in my opinion, the made the movie much more fun. We have enough thrillers where the main characters are brooding and mean. I’m glad the Men in Black series doesn’t exactly take itself too seriously. It has made the film much more memorable in my eyes.

18 A Nod To Another Alien Series

During one scene in Men in Black, Agent K, played by Tommy Lee Jones, tells Agent J, played by Will Smith, that there are over 1,500 aliens in Manhattan. And most of them are just trying to make a living. Agent J responds “cab drivers?” This has been seen as a nod to the Hitchhiker’s Guide to the Galaxy novels written by Douglas Adams.

In one of the novels, a character named Ford Prefect makes an entry into the Hitchhiker’s Guide hinting that working as a cab driver in New York City would be a great way for an alien to blend in and make a living if they are visiting the city. This occurs in the fourth book, titled So Long, and Thanks for All the Fish.

I never really read any of Douglas Adams’ work, but if they are similar to the Men in Black series I will definitely need to give them a try. The Hitchhiker’s Guide to the Galaxy was apparently a pretty big influence on the Men in Black series, and if they are anything alike, then I know I will love the books. Unfortunately, the movie was not that great, and definitely not as good as the books according to fans.

17 The Voice Of The Bugs

Not only is Men in Black a popular film franchise, it also inspired an animated television show that aired on The WB’s Kids WB block from 1997 to 2001. The television show was set during an alternate timeline of the first movie. This was because in the first movie, Agent K retires and Agent J becomes a seasoned agent for the Men in Black. The television show still features Agent K and Agent J both as Men in Black.

In the show, Vincent D’Onofrio voices all of the Bug aliens, which is a nod to the role he played in the first film. In the film, he plays the farmer Edgar whose body gets taken over by the evil Bug alien. I think it’s a great call back to the movie to have D’Onofrio voice the Bug aliens in the show, and it gives a certain continuity as well.

Vincent D’Onofrio is definitely one of the more underrated actors of our time, in my opinion. Perhaps it’s because he throws himself so completely into every role that he does, that it’s almost impossible to tell that it’s actually him! But that is generally the sign of a great actor, and I definitely don’t take D’Onofrio for granted anymore.

16 Casting The Fresh Prince

Here’s a fun fact about the movies: Will Smith was ultimately cast as the lead character, Agent J, because director Barry Sonnenfeld’s wife was a huge fan of The Fresh Prince of Bel-Air! Will Smith made a name for himself in the early 90s in The Fresh Prince of Bel-Air, a television show about a kid from Philadelphia who relocates to his uncle’s mansion in Bel-Air.

The show received critical acclaim and made Will Smith a household name.

Barry Sonnenfeld also was a fan of Will Smith’s work in the film Six Degrees of Separation, which debuted in 1993. The Fresh Prince of Bel-Air has gone on to become almost a cult classic to kids who grew up in the 90s, and with good reason.

The Fresh Prince of Bell-Air tackled many issues that today’s sitcoms just don’t. Television shows today are afraid to go to the places that Fresh Prince went, but that’s what made it such a good and memorable show, especially for its time. Going back and watching the show, you can definitely see why Sonnenfeld and his wife were huge fans of Will Smith, and why he made the perfect Agent J. I couldn’t see anyone else playing that role.

15 Save The Cockroaches!

An interesting fact about the original film is that the American Humane Society was on set during most of the movie to make sure no animals were hurt during filming. This was mainly because of Frank the Pug who plays an alien who is disguised as a small dog.

But Frank was not the only animal that the American Humane Society looked out for.

There is a scene in the movie where Will Smith, playing Agent J, steps on and crushes a few cockroaches to get under the skin of the big alien Bug. The American Humane Society made sure no cockroaches were actually getting hurt during the scene. They had to be counted and make sure no cockroaches were missing after filming. Will Smith was actually crushing mustard packets!

I went back and watched the film to see if I could tell that Will Smith was only crushing mustard packets, but I couldn’t. I definitely looked like he was crushing cockroaches and I never even questioned it as a kid. Knowing that Will Smith was only crushing mustard packets in that scene is one of my favorite behind the scenes secrets of any movie that I have ever seen.

14 The Men In Black In Real Life

The Men in Black is not only a media franchise and a comic book series, there are actually people out there that think the Men in Black is a real organization that polices alien activity on Earth. There have even been people who have claimed to come into contact with these so-called real Men in Black agents.

Barry Sonnenfeld decided to keep the aesthetic and design of the Men in Black in the movie on par with witness testimony of real-life encounters with Men in Black. This includes outdated jokes and vernacular along with outdated dress and vehicles. I always loved the Men in Black’s car and thought it was a fun design choice to keep it as a sort of old-looking car. Now we know the reason that particular choice was made!

So now the question I have is, did the real-life encounters with Men in Black happen before the original comic book series? Or are the real-life encounters with these so-called Men in Black based on the franchise itself? Which one came first? It’s a real chicken or the egg scenario. It’s very interesting to me that many people think Men in Black are real.

13 Modeled After The 1960s

In addition to my last point about the movie keeping the aesthetic of real-life encounters with real Men in Black, the production designer of the film, Bo Welch, also designed much of the film around the look and feel of the 1960s. He mainly used the 1960s because this was when the Men in Black was founded in the film, and he wanted to keep that look.

Men in Black headquarters is also heavily modeled after a 1960s era airport.

This is because the Men in Black are mainly involved in the arrival and settlement of aliens in New York City, which is what a lot of airports deal with as well. I always thought the design of the Men in Black headquarters looked familiar, and now we know that it was designed based on an airport! I think it was a great choice.

Everything in Men in Black looks extremely advanced but also has an old-timey feel to it. It is a very hard effect to pull off, but Men in Black does it perfectly. It looks like what an alternate universe might look like, had the government found advanced technology in the 1960s, which is the exact look they were going for.

12 A Totally Different Animal

Believe it or not, the original film, Men in Black, was going to use a large animatronic alien Bug for the climax of the movie. The animatronic Bug was reportedly in development for over eight months, but was then discarded when Barry Sonnenfeld decided he wanted a more action-oriented ending to the film, that the animatronic Bug could not deliver.

Needless to say, the designer of the Bug was not happy about this development.

The movie totally switched gears and ended up creating a computer generated Bug that cost over $100,000 per shot! They used around 45 shots of the new CGI Bug and it cost the movie over $4.5 million! Barry Sonnenfeld has stated that it was “the best $4.5 million I ever spent.” I would say so!

The CGI Bug alien completely changed the movie. I honestly don’t know how they would have been able to have a climax in the film without using CGI. An animatronic Bug might have been impressive, but there’s no way that it would have been able to move around like the CGI one. I’m glad they made the change, and the new climax of the film definitely made it more than memorable.

11 Marvelous Inspiration

Surprisingly, by the time 1997 rolled around, the property of Men in Black was actually owned by Marvel (remember, Men in Black was a comic first). The success of the movie inspired Marvel to option more of their properties for movies as well, with Spider-Man in 2002 being one of the first main big budget Marvel movies to hit the big screen. This culminated with the Marvel Cinematic Universe which has spanned over 18 movies and made Marvel billions of dollars.

It’s funny to think that the entire Marvel Cinematic Universe may not have happened if it wasn’t for Men in Black. How different would our pop culture be without this small science fiction movie that came out in 1997, and wasn’t even expected to be a success!

Spider-Man then debuted in 2002 and blew audiences away. It was extremely popular and lit the match for the fire that ended up becoming the Marvel Cinematic Universe. Another fun fact is that Sony could have bought the rights to all the Marvel characters, but they only wanted Spider-Man. That’s why we only see Spider-Man movies coming from Sony! I doubt Sony would have done as good a job with the MCU however, so it all worked out.

10 Error! Error!

When the movie released in 1997, there was an apparent lab error that caused problems with the film prints. Many of the film prints sent to movie theaters were not formatted correctly for their widescreen movie theaters, so if the projectionist did not frame the images properly, then audiences would be able to see things in the film that they were not meant to see.

This included boom mics, lens shades, and other things that audiences were never meant to see in the movie. Luckily, these days most films are digital and there really isn’t a need for projectionists anymore. So in today’s movies this problem would never even come up! This problem was not widespread enough to cause a huge backlash, however, so the movie was still popular with audiences pretty much everywhere.

Unfortunately, I was still too young, according to my parents, to see the film in theaters. So I never got to see any of these editing mistakes in the movie. I highly doubt it would have dampened my enjoyment of the story however, and that can be said for anyone that actually did see these mistakes. The movie was and still is very, very popular today.

9 We’re All Friends Here

As I stated in an earlier pick in this list, Will Smith was tabbed to play Agent J because Barry Sonnenfeld’s wife was a huge fan of The Fresh Prince of Bel-Air, and Sonnenfeld himself was a fan of Smith’s work on the film Six Degrees of Separation. But a little known secret is that Will Smith was actually not the first choice to play the role of Agent J.

Barry Sonnenfeld had first offered the role to Friends actor, David Schwimmer. Schwimmer, however, turned the role down. It is then that Barry Sonnenfeld’s wife suggested Will Smith to play the role in the film. It’s crazy to think we could have had Ross Guellar playing Agent J in Men in Black, and I honestly think the movie probably wouldn’t have been as popular had this been the case. No offense to David Schwimmer.

Friends was in the height of its popularity when Men in Black came out, so it makes sense that one of the main characters (arguably THE main character) of one of the best television shows ever made would be a popular choice for a mainstream movie role. Interestingly, David Schwimmer never really became the big movie star that many of his co-stars did.

8 Lots Of Makeup

Amazingly, the makeup effects that were applied to Vincent D’Onofrio for his transformation into a Bug alien that is trying to disguise itself as a human, took around six hours to apply each day! That’s almost a full normal work day of just sitting there and having someone apply makeup to your face! I was surprised when I learned this fact, as the makeup D’Onofrio has on for most of the film doesn’t seem like it would be all that extensive. But apparently it was!

Silk swatches were glued to D’Onofio’s cheeks and tied around the back of his neck to stretch out his skin to make it look like he was an alien in a human’s body. The effect worked perfectly and D’Onofrio is still widely known for his role in Men in Black.

I really don’t know how actors who have to go through an extensive makeup process do it. You hear reports all the time of actors having to sit around and get makeup applied to them before even shooting the film for six, seven, eight, or even more hours at a time. That would drive me crazy. But they get paid very well, so maybe that has something to do with it.

7 Mmm… Sugar

During one very famous scene in the first Men in Back movie, actor Vincent D’Onofrio, as Edgar, comes inside after his body is taken over by an alien. He asks his wife for some sugar water, and after she gives it to him, he downs the entire thing and his wife comically faints. This scene is meant to show that Edgar’s body has been taken over by the Bug alien.

Vincent D’Onofrio actually had to shoot this scene 15 times, each time drinking an entire cup of sugar water. By the time he was finished shooting the scene, Barry Sonnenfeld has stated that he was “high on sugar.” Is it any wonder why? The man just drank 15 cups of water and sugar! Knowing the story behind the scene makes it an even funnier scene to me, and I will never view it the same.

I remember as a kid, I used to drink energy drinks to get through school, and those things messed me up in a big way. It almost had the opposite effect that I wanted. I was so wound up that I could barely concentrate. And those drinks didn’t have nearly the amount of sugar that D’Onofrio consumed during that one scene!

6 How I Learned To Stop Worrying…

Here is a behind the scenes secret about Men in Black that most people don’t know: the famous opening credits of the film were designed by a world-renowned artist! The opening credits to Men in Black are very stylized, and you can tell they are not like the opening credits of many other films.

The credits were designed by artist Pablo Ferro.

The credits in Men in Black share the same style as one of Pablo Ferro’s most famous works, the opening credits of Dr. Stangelove or: How I Learned to Stop Worrying and Love the Bomb. Dr. Strangelove is a very famous movie, but most people have no idea that the credits’ style in Men in Black come from the same artist who made the credits in that movie!

It still seems a bit weird to me that a famous artist like Pablo Ferro would re-tread his art from a previous movie. Maybe it was just a callback, but generally I always thought artists liked to try something new. Seeing the exact same style of credits in Dr. Strangelove and Men in Black is, needless to say, very interesting, and it lets you know that the same artist did both sets of credits.