Now playing in theatres everywhere is the third installment in the popular science-fiction franchise Men in Black, entitled Men in Black III. The film stars Will Smith (Ali, Bad Boys) as Agent J and Oscar-winner Tommy Lee Jones (No Country for Old Men, The Fugitive) as Agent K. It was directed by Barry Sonnenfeld (The Addams Family, Get Shorty) who also directed the first two installments. The film also stars Josh Brolin (No Country for Old Men, W.) as a younger version of Agent K and Emma Thompson (The Remains of the Day, Love Actually) as Agent O.

I recently had the pleasure of sitting down and speaking with make-up effects artist Rick Baker to discuss his work on Men in Black III. Rick Baker is a legend in the make-up effects industry. Some of the films he’s worked on include Star Wars Episode IV: A New Hope, An American Werewolf in London, Videodrome, The Ring, Ed Wood, Hellboy and The Wolfman, just to name a few. He talked about the new movie, how he first became involved in the make-up effects industry, his retro aliens, what influences him, and how he had to fight like hell to be able to make the villain, Boris, look as cool and as badass as possible.

Here’s what the legendary make-up artist had to say:

Latino Review: How did you get first become involved in the make-up effects industry?

Rick Baker: Well, I was the one of the first generations to grow up in front of a TV and that’s where I saw most of the movies that I saw when I was a kid. The movies that I really liked were monster movies and science fiction movies and fantasy movies. I was really attracted to that stuff. I grew up at the right time. That was the time when Famous Monsters of Filmland came out. There was a whole monster boom in the sixties. It first started with a love of those movies. Famous Monsters of Filmland let me know that someone had a job to do that. I thought to myself, ‘fuck, that sounds a lot better than working’. So I started making masks and just taught myself how to do it. I became obsessed; it was my hobby. My parents didn’t have money. I grew up very lower middle class and it was an expensive hobby. It was hard for me to buy a cord of rubber. I had to save forever and mow a lot of lawns. That’s why I feel so lucky now. I get paid to do this! Something I used to do as a hobby. It started out originally with Jack Pierce. That’s the first make-up artist I had ever heard of. I was a fan of his. Dick Smith had articles in Famous Monsters of Filmland about how he did some of his work. I thought it was incredible and I instantly became a Dick Smith fan. I met Dick when I was eighteen and he is like my mentor. He taught me so much. It’s so cool because his stuff is right there [points to the Dick Smith exhibit] and my stuff is right here [points to his own exhibit].

When Agent J goes back in time to 1969 the aliens he encounters are Sixties-era, retro aliens. Can you tell me about the idea for that?

Baker: It actually stemmed from the very first movie. I had wanted to do Sixties aliens because they said that they wanted aliens like nobody has ever seen before. I said that’s going to be hard. I did aliens in Star Wars in the Cantina scene. It was a lot easier then, but ever since Star Wars everyone did a Cantina scene in a space movie. I said let’s make aliens like we’ve seen before but let’s just make them cooler, and let’s make them as if they were based on a description of somebody but that they didn’t get that description quite right. They didn’t buy it! I tried to pitch it again on the second movie and they didn’t buy it. This movie, when I saw the time travel part I thought it was perfect. It seems like there’s a reason that something doesn’t happen. It’s because it’s meant for this movie. I said to them that if we go back to 1969 the aliens should be retro aliens and not look like 2012 aliens. They should have fishbowl space helmets and spacesuits with ribbed things on them, ray guns, and big brains with bug eyes. I said that’s what aliens were, and they said, ‘oh my god that’s brilliant’. So I got to do these big bug-eyed aliens, which to me is what an alien looks like.

What were some of the films that inspired these aliens?

Baker: You can pretty much name any movie that was made from the fifties or sixties and we paid homage to. This particular one here [points to a big-brained, bug-eyed alien] is Invasion of the Saucerman. There’s a crawling eye alien, a mutant looking one. We tweaked them enough, but you can definitely tell where the influence was. I don’t know if you could see it but we did one that was a cross between Gort from The Day the Earth Stood Still and The Colossus of New York. It was a cool robot thing. Almost any movie that came out during that time we were influenced by, even if it wasn’t on a conscious level, and fortunately I hired a lot of people that had like minds. We all just had a blast doing this.

How many aliens did you create in this movie and were all of them used?

Baker: They weren’t all used. We made, at last count, one hundred and twenty-seven for just this one movie. I learned on the first Men in Black that we overbuilt stuff so much. It’s a lesson I learned in my first movies. Don’t believe them when they say that it’s okay they’re not going to see it, because then when they cut to something that you haven’t finished enough you’re going to be sorry. I usually err on the side of overbuilding. My experience in the first Men in Black films is that we made characters that you could make an entire film around and they are in the shot for only a second. So I said I’d rather make more and make them a little less complex. Cosmetically they look very finished, but I don’t want to put eye mechanisms in the big, bug-eyed aliens and have it just be something that’s seen in the background. It’s so much time and work. I’ve known Ken Ralston, the visual effects supervisor, since I was seventeen. If it turns out the bug-eyed alien is in a shot long enough to see him blink then Ken will put a blink on it. Boris (Jemaine Clement’s character) was designed with the knowledge that Ken was going to do certain things with him. Some things work better in the digital realm.

I realize you guys have been friends for a long time. What’s it like working on a film when the special effects supervisor, someone you need to work closely with, is in fact a long time friend and collaborator?

Baker: It was great. It was so cool to be able to work with Ken. We’ve been friends since I was seventeen. A lot of times it becomes, for a lack of a better term, a pissing contest between the rubber guys and the digital guys. With Ken I knew we could really work together and have a marriage of the techniques. Ken is also a very clever guy and he came up with a lot of ideas as well. I can’t take credit for Griffin’s final look. That was Ken’s design actually. Ken actually came up with the concept and the design. We would give them things and they would tweak them to the point they needed to. Like the thing that the script refers to as “the weasel,” the thing that goes into Boris’s hand was a digital model that I made. I designed it in the computer with 3D modeling and then gave the digital information to Ken and those guys at Imageworks. We could also take that digital information and do a 3D print. We actually made a mold of one and cast one and made an animatronics version.  We never used it. Mainly because they decided to make the creature just a tad bit smaller.

Technology has changed so much since your career first began. I spoke with Ken the other day and he was mentioning that he misses being able to work with actual models and figurines. Can you talk a little about the changes in make-up effects and has technology made it any less fun as a make-up effects artist or is it just another tool to help you achieve your vision.

Baker: I look at it as another tool. It’s definitely taken away a lot of the animatronics part. To be frank the animatronics stuff was always kind of pain in the ass, but it was also fun. I really had a lot of fun playing with and being able to puppeteer things. But on a filming day they would save it for the last shot of the day and all of a sudden you only have half an hour now and you would just barely get it set up and you’d do two takes and that’s what’s in the movie. That’s one thing that I’m jealous of with the digital things is you can tweak and tweak and tweak. We never had that opportunity. I had a blast on this movie. We made one hundred and twenty-seven aliens on this film and some of them were digital. Men In Black movies have always been really fun for me so I was really excited to do it.

Sometimes when I see a movie that relies too heavily on CGI it ends up feeling less real than a movie from the seventies or early eighties that was only able to rely on practical effects. Do you think it’s important to keep a marriage of the techniques or do you think CGI will get so good that at some point that it will take over completely?

Baker: I think it has gotten that good in so many cases but there is a backlash to it, I hear that a lot. Maybe it’s because they’re talking to a guy who does make-up stuff. I think the biggest problem is that they do things that go so far beyond reality and physics it takes you out of it. I think it would be a real crime if it were to totally replace what I do. To have a really good actor in really good make-up, when that actor looks in that mirror and they see a different face and they see a different face looking back at them, it does something to them. I’ve been doing make-up since I was ten years old. The very first thing I did was to paint my face white and put black circles around my eyes. It did something to me; I could tell it wasn’t me. I could do things that I could never do as my own self. It showed me the power of that. It’s the same thing when you walk out on a set. Actors, I think, need that. When you walk on a set like Men In Black Headquarters you know where you are. When you’re on a green screen you have no clue what’s going on. It’s a difference in your performance. I think it would be a real shame if it totally disappeared. I do hope it kind of calms down and that make-up is still an option.

Can you tell me about Jemaine Clement’s character, Boris, and the creation of that alien?

Baker: In the original script there’s a character whose name was Yaz and he was a biker like Dennis Hopper from Easy Rider but he was also a virus. It didn’t make sense to me. Dennis Hopper to me isn’t an intimidating biker.  I thought it should be intimidating. Part of it is that studios are afraid to do anything because they’re afraid. They were like ‘he’s got to pass, he’s got to walk through the streets of New York’. I said ‘you know what, if he’s more Charles Manson or Sonny Barger then you’re not going to look at him’. You see him walking down the street and he’s coming toward you, you’re going to avoid eye contact. You can tell from a distance this is not someone you want to f*ck with. I said I think we can get away with a lot of stuff, but they still weren’t sure so when I pitched my concept for Boris, when I showed it to them first, I had a long shot of him from real far away and you can kind of see this isn’t somebody that you want to f*ck with. Then a little bit closer and now you can definitely see you don’t want to look at this guy, because if he sees you looking at him he’s going to kick your ass. When you get in close you see he has these f*cking goggles shoved into his head but your not going to look at him to see that. So we can do that and they’re like oh no, he’s too scary. Edgar in the first movie was a successful villain, he was really cool, he could have come out of any horror movie and I said we didn’t hold back on that. Serleena in the second movie wasn’t so cool. Wouldn’t it be better to err on the Edgar side? Let’s have some balls about this. I really pushed for stuff. The goggles that were shoved into his head at first you think they’re sunglasses but then you see it’s got these weird fingers holding them on. I knew they weren’t going to like that idea and I had to fight really hard for that. I’ll fight for things that I think are right. The first thing they said was ‘well, we can’t do that’. Why? ‘Well, you have to see his eyes’. Why? It’s much cooler to not know where he’s looking. ‘Eventually he can take them off and show them’. I don’t want to know what’s in there. Personally I think if you ever want to show them you should have him grab them and pull them out and they’re as long as his head, but I still say we should never see them. It was a hard battle. I did designs before Jemaine was cast and when he was cast I tailored it to Jemaine more but I asked him about it. I had done the make-up on myself and I showed him that and I said I think it would be really cool not to show your eyes, I know you’re not going to like that and it’s taking away a certain part of what you can do but I think it’s going to be adding an element that’s really cool. He said yeah, I can see how that’d be cool. So he was kind of on my side about that.

Lastly, out of the one hundred twenty-seven aliens that you did on this movie, which was your favorite and out of all the creatures you’ve created in your career, which was your favorite?

Baker: I would probably say Boris was my favorite because that was the one I really focused on. But besides that I would say that spiky little guy over there called spiky ballba. It’s a cute one, kind of too cute for me. I think one of the all time things I’ve ever done was Harry from Harry and the Hendersons. I think he looks as good today. You can watch that film today and he still looks good. I was just really fond of them and Kevin Peter Hall, my friend who played that part, unfortunately he’s dead now, but yeah; I think that holds up still.

Men in Black III is now playing in theatres everywhere!