Keone Young, left, and Tommy Lee Jones holding "Spiky Bulba"...

Keone Young, left, and Tommy Lee Jones holding "Spiky Bulba" in Columbia Pictures' "Men in Black 3." Credit: Columbia Pictures

Unlike Austin Powers, Will Smith won't turn into Agent J, International Man of Mystery when his "Men in Black 3" character time-travels to the groovy 1960s -- no bell bottoms, no love beads, no paisley.

Yet even as undercover operative J continues to handle extraterrestrial visitors, tourists, immigrants and criminals, as he has in two previous movies, he'll do much of it now against the backdrop of Vietnam, women's rights and Mayor John Lindsay. Call it "Mad Men in Black."

Seven-time Oscar winner Rick Baker -- the makeup-effects maestro behind the aliens in "Men in Black," the Bigfoot in "Harry and the Hendersons," the lycanthropes of "The Wolfman" and "An American Werewolf in London," and much, much more -- says he's never seen the '60s-set "Mad Men." But he turned 10 in 1960, came of age in the era and remembers what aliens looked like, back in the day.

"It was a great time for somebody like me who was fascinated by monsters," Baker says by phone from his Glendale, Calif., studio, Cinovation. "There was that whole monster craze, with all those films on afternoon television, Famous Monsters magazine, those Aurora model kits [and] Big Daddy Roth" -- the cartoonist and car customizer whose signature character was the bug-eyed, tongue-flapping, drag-racing rodent Rat Fink. "We actually did an alien [for 'MIB3'] that's Big Daddy Roth-inspired -- not Rat Fink, but that style."

"Men in Black 3," which hits theaters May 25, comes a decade after the last installment. In it, Agent J trips back to 1969 for 24 hours, during which he must repair a timeline in which his partner, Agent K (Tommy Lee Jones), has been dead for 40 years. He meets the 29-year-old K (Josh Brolin), and together they go up against escaped criminal Boris the Animal ("Flight of the Conchords" comic Jemaine Clement), a motorcycle-riding psychopath.

Barry Sonnenfeld returns as director, with Emma Thompson now heading the 2012 operation as Agent O. Alice Eve and Nicole Scherzinger also appear in the production, which was filmed at Kaufman Astoria Studios in Queens and at locations including Coney Island, Soho and the Bronx.

And, of course, Baker's back. "When 'Men in Black 3' started to happen, Barry sent me an email saying, 'I know you're retired, but I can't imagine doing "Men in Black" without you. Would you please consider coming out of retirement and doing this film?' And first of all, I'm not retired -- I'd just won an Oscar . I'm just being selective -- and nobody has to beg for me to do the 'Men in Black' movies. I love them."

He loves this one in particular, he says, because he got to do something he's wanted to since the first film, in 1997: re-create the BEMs (bug-eyed monsters) of his youth. "Retro aliens," he says, "with big exposed brains and fishbowl space helmets and ray guns."

Baker himself cameos as an alien, after having popped up in "Men in Black II" as a passport control agent. "One thing that was cut that I'm really kind of sorry about is that in the 1960s headquarters, we had a whole group of 'Invasion of the Saucer Men'-inspired aliens," he says, referring to the 1957 grade-Z classic. "In the [present-day] scene I'm in, which is this memorial service for Zed, I thought it'd be funny to have one of the 'saucer men' still alive but really old, so we had a version of him in a walker with big Coke-bottle glasses on! But it got trimmed."

Baker's still visible, however, standing in front of "this one alien we call Jellyfish Guy. I'm wearing alien makeup and my trademark ponytail."

With the rise of computer-generated effects -- of which "MIB3" has many, courtesy of visual-effects supervisors Jay Redd and Ken Ralston, an old pal of Baker's -- might the movie be one of the last of the great special-effects makeup epics?

"I certainly hope not," Baker says. "There's been a lot of backlash to CG, but I actually embrace the technology -- I think it's really cool when you use it in conjunction with real stuff, like we did in this film. With Jellyfish Guy . . . you could see through him, and it was very difficult to install a mechanical blinking eye. I asked Ken if he could do a CG blink and he said, 'Sure. That's easy for us.' "

Old-school never dies. It just gets new computers.


'Men' at work at Museum of the Moving Image

BY FRANK LOVECE, Special to Newsday

You won't find the Alien queen, but you will find aliens in Queens, as the Museum of the Moving Image displays "Aliens, Gadgets, and Guns: Designing the World of 'Men in Black 3' " through Sept. 9.

The exhibit of extraterrestrial-creature costumes and "Men in Black" props -- including weapons, the new movie's circular monocycle and the memory-erasing neuralyzers -- features a preview screening of the new film Thursday at 8 p.m., a day before general release. The series' special-effects makeup artist, Academy Award winner Rick Baker, will be on hand to speak and answer questions.

The original "Men in Black" (1997) screens Wednesday at 3:30 p.m.

The exhibit includes a behind-the-scenes featurette of Baker creating some of the new film's alien-creature makeup.

WHAT "Aliens, Gadgets, and Guns: Designing the World of 'Men in Black 3' "

WHERE Museum of the Moving Image, 36-01 35th Ave., Astoria, 718-784-0077,

WHEN 10:30 a.m.-5 p.m. Tuesday-Thursday, 10:30 a.m.-8 p.m. Friday, 10:30 a.m.-7 p.m. Saturday-Sunday through Sept. 9

TICKETS $12 adults, $9 seniors and college students, $6 ages 3-17; free for museum members and children younger than 3. Paid admission includes tickets to daily film screenings and exhibitions, except for Thursday's preview screening ($20 public, $12 museum members)

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