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Will Smith as James Darrell Edwards III / Agent J, an MIB agent
Tommy Lee Jones as Kevin Brown / Agent K, an MIB agent
Josh Brolin as Young Kevin Brown / Agent K
Rip Torn as Chief Zed, the head of the MIB
Emma Thompson as Agent O, agent of the MIB in present day and a secretary in the 1960s
Alice Eve as Young Agent O
Nicole Scherzinger as Lilly, an antagonist and girlfriend to Agent J
Jemaine Clement as Boris