Rick Baker Talks the Aliens of Men in Black 3, in theaters Friday, May 25th

Though Men in Black 3 has one of the best stories seen in this franchise thus far, its often hard to focus on the foreground action due to the awesome aliens walking around, interacting with each other in the background. It's the type of summer spectacle that includes a massive invasion of New York that plays secondary to the life drama of Agent J (Will Smith), whose partner has been erased through time.

Because of this notorious act played out by the villainous Boris the Animal (Jemaine Clement), who has ruthlessly killed Agent K (Tommy Lee Jones) in order to restore his race's rightful place as the scourge of the universe, Agent J must travel back in time to 1969, an era populated by extraterrestrials that have seemingly stepped off the screen of the local Drive-In B movie triple feature.

The man responsible for bringing this army of aliens to life is legendary make-up effects guru Rick Baker, with this series since its 1997 inception. We recently caught up with the icon to talk about his work in this summer sequel.

Here is our conversation.

There is so much to look at in MIB3. It's packed with wall-to-wall awesomeness. Though, two guys really caught my eye. When Will Smith first walks into the MIB headquarters of 1969, to chat with Josh Brolin at his desk, we see a young bug-eyed alien that has stayed out passed his curfew. Once he is booked, another, equally interesting, almost distracting, alien takes his place. What are the back-stories on these guys?

Rick Baker: (Laughs) It used to be, I'd have more of a backstory for this stuff. Many times, those things ended up getting in the way. Now, it's more about making something that looks cool. I honestly don't have a lot of backstory for these guys. The second guy is a reptile-type guy with multiple eyes. The first one is a teenage alien trying to phone home. He was very Big Daddy Roth inspired. I pitched the idea of doing retro-looking aliens for the 60s part of the film. I thought there should be a real difference between the 2012 and the 1969 aliens, and they really went for it. Which I was excited about. I wanted to paint homage to a lot of the aliens I loved from the films I saw growing up. These are aliens that I still love, for that matter. Having grown up in that time period, Big Daddy Roth...I don't even know if you know who that is...But he was a custom car designer that ended up doing these T-shirts with crazy characters that he called Weirdos, that would be driving hot rods. They would have these big gearshifts, and they had these weird bug eyes. They had a certain look to them. We wouldn't to incorporate a Big Daddy Roth style into this, so that's what that particular alien was.

Big Daddy Roth did Rat Fink, right?

Rick Baker: Yes! He's the one that did Rat Fink! That one was the only Big Daddy Roth alien. We also did a lot of B movie, 50s and 60s, alien inspired creatures.

Rick Baker: (Laughs) It was something I had a blast with. This is what aliens look like to me. I really wanted to pay homage to those old films. I didn't want it to be an exact duplicate. But I wanted a cool version based on the same aesthetics, basically. We all had a blast, these guys that work with me. We were all just so into this concept. Men in Black movies are so much fun for us anyway, because we get to do all the things we do in many different films. We do animatronics stuff. Sometimes, we'll do something as simple as a hand puppet. Or it's a person in really crazy alien make-up. Or it's a person in more human make-up. There are fake heads, the whole gamut. It is so much fun.

Did you do the make-up for the Alien at the junket this past week?

Rick Baker: Yes!

That guy was amazing to look at up close...

Rick Baker: He was inspired by The Outer Limits, that guy.

Do you pay the same attention to detail when it comes to every alien? Or do you have those meant for the foreground, and those meant to stay in the background? Are there varying degrees of aliens?

Rick Baker: What I've learned from the past two films...We always over-build for these aliens. We do them as if they are going to be featured in their scene a lot. They can do anything. Then it turns out they are just in the background out of focus in the first four frames of the scene. On this film, I said, "Let's not make that mistake. Let's make them look as good as they can possible look, but let's not build all the little mechanisms and things. If it turns out they are featured more, we can have them updated." Tim Ralston, our vision effect supervisor...I've known him since I was seventeen years old. We are both effects fans and geeks. I said to him, "If it turns our we're going to see this guy, and he needs an eye blink, can you put an eye blink in there digitally?" He said, "Sure!" So, we really worked hand in hand in that.

How many aliens did you create for the movie?

Rick Baker: I think it was 127.

There has been a lot made out in the press about the constant script changes that the film went through. Did it ever become frustrating on your end in creating an alien for a scene that later got cut?

Rick Baker: Definitely, we made stuff for scenes that ended up getting cut out. There were specific aliens created for a reason, and then that reason didn't exist anymore. But if we had to pull one out, we could just use him in another scene. That wasn't the frustrating part. Really. I took the approach that I didn't want to put too much into certain aliens, I didn't want to include the mechanisms, and all the parts. I'd rather just make screen aliens. In this case, I thought, let's just make as many aliens as we can make, and make them as cool as we can make them within reason. When a scene got cut out, we'd take the alien and think, "Okay, we can use him here, instead." Its okay. The design might have made more sense for the original scene. There was a case where we did a film test in New York. We made up half a dozen aliens. And there was one, we loved this guy so much. The scene that he is in, he gets killed almost instantly. They said to me, "Let's not use him in this scene, let's use him somewhere else." I said, "Where?" They didn't know yet. I wanted to use him for the scene we built him for. They said, "No, no, no...We'll use him for another scene later on." Cut to: We never used him anywhere! He was such a cool alien. Even if we used him for a second, you would have gotten to see him.

Rick Baker: Its possible that if there is another Men in Black, we can use him there. He was made for a very specific scene. And a specific person. There are aliens that are in Men in Black 3 that were made for Men In Black II. We definitely reused a lot of them. We used a guy from Men In Black II that never made it in the movie. We got him in Men in Black 3. We call him The Pretzel Guy. He is kind of only seen at the edge of the frame, and people will probably think he is a CG thing. Because he is actually a guy in a blue screen suit. Part of his body is matted out, and he is almost X shaped. His head is where his waist is. You'll have to see the movie again. He is in the left-hand of the frame, and he runs out of the shot.

How did you decide which alien you wanted to embody? You actually get quite a bit of screen time here.

Rick Baker: That scene was actually a lot longer. I actually had some shtick with Will Smith. There was a capper to that scene that they cut out. I thought it was pretty funny, too. They had Emma Thompson there. She was doing her alien speak. I was crying, and I blew my nose. Will Smith is teary-eyed, so I hand him the snotty Kleenex to use. He goes, "No thanks." I did the scene, because I decided I wanted to be a big exposed brain alien. I thought it would be fun. I had my trademark ponytail sticking out the back of the brain, still. Will Smith's make-up artist has a cameo, too. Judy Murdock is seen quite well in that same scene with the teenage alien on the phone, at their desks.

Do you get a lot of requests from people who want to be made up and put in the film as an alien?

Rick Baker: Most of the time, the people who are playing the aliens don't want to be made up. They are too used to it. I think its fun. Its fun for a day. There is a big difference with someone like Jemaine Clement, who is made up the whole time. It gets old.

What went into creating Josh Brolin's Tommy Lee face? The make-up is very subtle...

What is the development process like in creating aliens for MIB3? How do you know an alien will work before he steps on set?

Rick Baker: The hardest part is to get everyone on the same page. To make those decisions. It's just like any film. There are a lot of people involved. Trying to get everyone on the same page is hard. You generate a whole bunch of artwork. There are a lot of discussions, yet no decisions are made. I have to say, "Its time for me to start making shit." So I just start making what I want to make. (Laughs) That's what happened on this. We can usually make everything work. It does go through an evolution. There is a character you see in the Chinese restaurant called the Spiky Bulba. The one that Tommy Lee Jones beats the crap out of the guy with. You know who I am talking about?

Yes, they've been using that little guy in a lot of different ads tied into the film...

Rick Baker: Yeah, he evolved a lot. I initially did this photoshop painting. In the script originally, Agent K picks it up and says, "This clearly isn't an earth fish." So I did this thing based on that line. It stayed the same size, but originally, he wasn't spiky. I showed him to Barry, and he says, "Now, we're calling that guy Spiky Bulba...So now, he HAS to be spiky!" I suppose. One of the great artists working in the studio took it, and made it spiky. He took the silhouette of what I had, added some spikes, and made it cooler. I learned that when you have talented people, its good to let them have some freedom and own some of the characters. That's what Barry does with me. He lets me collaborate on the movie. So I let my people collaborate as well. I give them a starting point, then they adapt it into the Spiky Bulba. I think he did a great job.

Are the names, like Spiky Bulba, always in the script? Or do those names come later?

Rick Baker: Sometimes. Like the Worm Guys? They were never in the script originally. It was an alien that I started designing before everyone else got involved. They went on the shelf. Then, suddenly, during shooting, they needed an alien in a hurry. We brought out the Worm Guys. I've never been good about naming things. So it's always "Something Guy". They were worm like, so I said, "Let's call them the worm guys." I think its funny that people call them the Worm Guys now. You know? A lot of times, the names aren't in the script, and something like Worm Guy gets stuck onto it. But the Spiky Bulba was in the script.