Mark Wahlberg Nearly Starred Opposite Will Smith in ‘Men in Black 3’

Will Smith and Tommy Lee Jones make an iconic pair in 1997’s Men in Black. Regardless of where fans stand on the sequels, the odd-couple chemistry between them helped make the movie the year’s second-biggest hit. Only Titanic — then the highest-grossing movie ever — made more.

But when it came time for Men in Black 3 in 2012, the time-travel storyline meant a new actor would need to be cast as Kay in Jones’ place. For most of the runtime, Smith’s Jay teams with a young Kay on a case critical to the future. As it turns out, Mark Wahlberg nearly landed the part of young Kay.

Josh Brolin did a spot-on Tommy Lee Jones impression in ‘Men in Black 3’

Before discussing Wahlberg’s near-casting, first let’s call out the actor who did wind up playing the young Kay. Josh Brolin — now best known to fans as Thanos in the Avengers movies — stars opposite Smith in Men in Black 3. And director Barry Sonnenfeld recently revealed how determined Brolin was to accurately capture Jones’ voice.

Brolin, the entire time we worked together, had a tape recorder of the first Men in Black, and whenever he was on the set, he was listening to Tommy’s lilt. Tommy has the most musical voice. It’s a beautiful voice. It really flows and ebbs. It’s really sing-songy. And Brolin did a fantastic job. He made me cry so many times watching him.

It’s unlikely Wahlberg would have attempted to imitate Jones as Brolin did. After all, the actor isn’t known for being much of a chameleon on the big screen. However, we’ll never know, as the circumstances behind Men in Black 3‘s development didn’t pan out that way.

Director Barry Sonnenfeld met with Mark Wahlberg about the role too

As Sonnenfeld explains it, a powerful Hollywood agent named Ari Emanuel — the real-life inspiration for Entourage‘s Ari Gold (Jeremy Piven) — was pushing for Wahlberg to snag the role of young Kay. So even though Sonnenfeld still hoped to cast Brolin, he entertained the idea of bringing Wahlberg aboard.

“I ended up having to meet Mark Wahlberg. And Mark was lovely,” Sonnenfeld said. “He was great. He would have been great in the role. But I wanted Brolin. So I got Brolin, and thank God, the studio backed me up. But they were really nervous about making Ari upset that I didn’t go with his guy.”

In the end, most critics agreed Brolin’s performance was the highlight of Men in Black 3. The film itself proved to be a financial success and allowed the series to bounce back after the disappointing response to 2002’s Men in Black 2.

2019 reboot ‘Men in Black International’ killed the franchise

Although moviegoers never got to see Wahlberg and Smith on screen, they did see the Men in Black series reimagined as a star vehicle for Chris Hemsworth and Tessa Thompson. Director F. Gary Gray’s 2019 film shifted gears from Jay and Kay to two other MIB agents. But the chemistry Hemsworth and Thompson shared in Thor: Ragnarok was gone.

Men in Black International was released to poor reviews and a disappointing total of $80 million domestically. In its wake, the Men in Black franchise — which Men in Black 3 had restored — has once again been swept away. Only time will tell if the series will return to the big screen anytime soon. But it’s looking pretty unlikely at this point.