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2012 saw Will Smith returning to the Men in Black franchise with Josh Brolin as a new recruit for the series. While on set, Brolin couldn’t help be surprised with the behind-the-scenes antics of his co-star.

Josh Brolin was cast as Agent K in ‘Men in Black 3’ thanks to a good Tommy Lee Jones impression

Josh Brolin and Will Smith at 'Men in Black 3' premiere.
Josh Brolin and Will Smith | Andreas Rentz/Getty Images

Brolin ended up playing a younger version of Tommy Lee Jones’ character in the third Men in Black movie. But his path towards getting the role wasn’t a conventional one. The actor once confided that he hung out with Men in Black director Barry Sonnenfeld and the Coen brothers at a bar one night. During their time together, Brolin would do a Tommy Lee Jones impression.

Sonnenfeld would remember the impression years later when it came time to cast a younger agent K.

“Barry was like, ‘Hey, Brolin! You want to be in Men In Black? It’s fun,’” Brolin once recalled according to Independent. “And I was like, ‘Yeah, I love Men In Black. But as what? Like, Agent Q or Agent Whatever?’ And Barry said, ‘No, to play young Tommy! Remember, you did that impression for me?’”

But Brolin knew impersonating Jones for the film wasn’t going to be the same as doing so for fun.

“There’s one thing about being out at a bar with Barry and doing stupid impressions of Tommy Lee Jones with the Coens, and then there’s another thing where somebody’s telling you to do a movie that’s going to be screening all over the planet,” Brolin said.

Josh Brolin once called working with Will Smith on ‘Men in Black 3’ an ‘insane asylum’

What helped ease Brolin into the Men in Black sequel was the chemistry between himself and Smith. Being in the business so long, Brolin was well aware how important chemistry was between actors. Especially since it’s one of the only things in a performance that can’t be faked.

“You can act it. I remember acting with an actor I didn’t like so much. He said ‘I feel like you don’t like me’ and I said ‘I don’t have to like you, I can act it!’ Which wasn’t a nice thing to say but the truth of the matter was I hadn’t met Will before I said yes to this,” Brolin once told LRM Online.

Fortunately, the pair had enough chemistry to translate well enough onto the big screen. But Brolin wasn’t prepared for how Smith and their director Sonnenfeld would behave on set.

“It’s sort of the first time you meet Will he’s like ‘Heeey!’ And you’re like wow, you’re serious? We’re waiting for rehearsal, try this voice and talk about it, whatever. He’s like ‘M.I.B.!’ But at the same time it’s just funny. It’s like going to an insane asylum,” Brolin said. “Will doing that and then you have Barry going ‘Oh my God this is so great!’ and he’s telling stories about his mother calling him when he’s at Madison Square Garden when he’s 16. I’m like these people are crazy, I thought I was crazy but these people are nuts.”

Josh Brolin wanted to quit ‘Men in Black 3’ soon after he was cast

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Brolin felt immediate pressure in trying to nail the mannerisms and cadences of an actor as well-known as Jones. He rehearsed his role to find any way to embody Jones’ agent K. But eventually The Goonies star briefly doubted he could do the actor or the character justice.

“I went down to Mexico, got totally frustrated, wanted to quit and wanted to call Sony and say ‘You’re going to waste your money doing this’ and all of the actor stuff that people go through. Then you start to go ‘Oh my God, that’s one thing that sounds good,’” Brolin recalled.

Brolin felt the hardest part about emulating Jones had to be his speech patterns.

“I think the tough thing about Tommy is that there’s no like — with [George Bush] the U’s will be alike, or the vowels will be alike. Tommy’s all over. It’s like he’s improvising his voice and it’s still cultivating into something we won’t know until later. So it’s like an instrument that’s been played by nobody that somebody says not only can you learn how to play this but make an album in two months that everybody will hear,” Brolin explained.