| cast |
| Barry Sonnenfeld | Barry Sonnenfeld Director | Will Smith | Will Smith as Agent J |
| Tommy Lee Jones | Tommy Lee Jones as Agent K | Josh Brolin | Josh Brolin as Young Agent K |
| Jemaine Clement | Jemaine Clement as Boris | Michael Stuhlbarg | Michael Stuhlbarg as Griffin |
| Mike Colter | Mike Colter as Colonel | Nicole Scherzinger | Nicole Scherzinger as Boris' Girlfriend |
| Alice Eve | Alice Eve as Young Agent O | Bill Hader | Bill Hader as Andy Warhol |
| Charlie Barnett | Charlie Barnett as Air Force MP #2 | Lenny Venito | Lenny Venito as Bowling Ball Head |
| Kevin Covais | Kevin Covais as MIB Agent #5 - Intern | Justin Bieber | Justin Bieber |
| Lady Gaga | Lady Gaga | Emma Thompson | Emma Thompson as Agent O |