In Men In Black 3, Josh Brolin plays the 1960′s version of Tommy Lee Jones‘ Agent K. His cool, charm and optimism offer a new side to a character we all knew to be otherwise grumpy. We recently got the chance to talk to Brolin. He told us why he chose to join the Men in Black, the terrifying process of impersonating Jones, and his first impression of Will Smith.

Check out our interview with Josh Brolin…

How do you go from an impression of Tommy Lee Jones to an entire performance?

It started with a bad impression that I used to do for Barry. I got to know Barry a bit through the Coens and was re doing Nick Nolte and Tommy Lee Jones, but really bad versions of them. And then somebody calls you and says, “Hey, you want to do this mega-movie and play young K for a billion people to judge?” I said, “Um, can I think about it?” It’s putting your ass on the line – especially when it’s somebody you know. I still don’t know if Tommy liked it or not.

You do get to add a smile to the performance, a smile that we hadn’t seen before.

Good. I think I’m most happy about that. I saw it in its entirety in 3D last night, which I hadn’t seen. The last time I had seen it, about 20% of the special effects were done. But I think I was most happy about that because Barry and everybody had an opinion on it. “I think he should be really happy” or “I think he should be depressed.”

And so, you’re figuring all this stuff out the whole time and at the same time, you’re playing Tommy Lee Jones. There’s a lot of hives that start to happen. I was so pleased that it seemed seamless and that’s what was so great as an experience and watching the film as objectively as I can watch it. I’m very lucky in that respect where I don’t watch a movie I’m in and go, “You’re so bad. Your nose looks so weird.” That whole cosmetic thing, I can really look back and say, “Does this work or does this not work?”

The intention was within ten minutes when you are watching the movie, you’re not watching me constantly do this Tommy thing, some kind of caricature of Tommy. I think it was really important to allow the chemistry to work and all that stuff and not do too much makeup. We did just enough, I think. And the voice goes up into that extreme lilt sometimes, but then goes back into more of a generic thing.

The voice was dead on, what was you process for that?

A torturous one. I was down in Mexico, and I went and rented a little motel room down and went on my computer and went through it. What happens is like with a play: you go, you get together, and you do the first reading. This would be very similar to this and you do the first reading of a play and it’s usually great. And then it just gets worse and worse and worse and worse and then you come back around so you feel like you’ve earned your way back to what the initial reading was. That’s what it was like.

So I went down to Mexico, and got totally frustrated, wanted to quit, wanted to call Sony and say, “You’re wasting your money doing this because I can’t do this.” You know, all the actor stuff that people go through. And then you start to go, “Oh my God, that’s one thing that sounds good.” The tough thing about Tommy is that the “u’s” will all be alike and the vowels will all be alike. When he’s doing his thing and the breathiness of all that stuff. Tommy’s all over. Tommy’s improvising his voice and it’s still cultivating into something we won’t know until later. It’s like an instrument that’s been played by nobody that somebody says, “Learn how to play this, but make an album in two months that everybody will hear.” It’s like, “Why, I can’t do that. I just started.”

Can you talk about your chemistry with Will Smith?

Chemistry with Will was either going to be there or not. I think that was just luck. You can act it. I remember acting with an actor I didn’t like so much and he says, “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. But the truth was I hadn’t met Will before I said yes to this, and we went into rehearsals right away. I had a lot of nerves about getting it right and listening to the iPod and having watched Men In Black fifty times and all that. But the minute I got together with Will, it was seamless and it was like, “Thank you, God, Thank you God.” And it was professional, too.

We don’t know each other personally that well. It was very professional and we were always talking about the story and how we could make a moment better and ad-libbing and going back and forth. From my point of view, I was very happy with the outcome because it was organic.

What appealed to you about this big mainstream project?

It’s not a business decision. I don’t think “I bet the audience wants to see me in Men In Black now.” It’s totally selfish and personal. I like to have fun. I’m a total goof. And honestly, as a whole, serious movies are much more fun to work on than comedies because you’re compensating for the drama, so people usually have a brilliant time. When I did Flirting With Disaster, it was one of the gnarliest movies I ever did.” Everybody was like, “Oh, my God! This is not funny, And I’m not funny. It was like “Wow, this is gnarly. I want to do dramas.” And I liked Flirting With Disaster and I saw how it came out and it was like, “Wow, it’s a great movie.” So for me, it sounds so cliché, but I just want to keep challenging myself.

My goal isn’t to do as many mega-films as I possibly can. That’s just not my own personal goal. My goal is to be on my deathbed and to look back and kind of chuckle. And I’m starting to chuckle a little bit right now. It’s a really nice feeling. Like the guy from No Country For Old Men did Men In Black, who also did Milk, who also did W. That’s a nice feeling for me.

What are you looking for from a director?

It’s different. You work with The Coens and you get nothing literally. I’ve told this story a million times, but we’re doing No Country and I would finish a scene and look at Ethan [Coen] and Ethan would be silent and that meant, “Awesome, we got it. It was amazing.” It was like, “Really, that’s it?” The first two weeks, Javier [Bardem] would go, “Oh, my God! He’s going to fire me. He hates me.” [Laughs] I’ve had the most amazing stories about Oliver [Stone] and this and that. I had an amazing experience with him. I heard Gus [Van Sant] was quiet and fragile, and I didn’t experience that at all. So I’ve been very lucky.

Directors know the biggest talent a director can have, from a actor’s standpoint, is casting. If you cast it right, they won’t have to do much. And beyond that, they know when to tweak and when not to tweak. If they feel like they have to get in and say something because they have the title of director, that’s usually a massive problem.

When did you first realize you had a gift for vocal mimicry?

When I got kicked out of class a lot, that’s when it starts, you make people laugh. And I remember the first time I ever took an acting class was in high school and it was kind of an accident and I did an improv class and I created a character and everybody laughed. So it first came in humor and it was like, wow, making people laugh is really fun, this feels right, and creating stories. I wrote from the word ‘go’. I have all my journals, still from the beginning. So writing short stories, writing poems, writing scripts, writing plays, writing that, so storytelling has been a massive thing in my life. And then, I found out you can maybe act what you’re doing, like Mike Nichols or somebody in the beginning. And I liked the prospect of that.

Everybody imagines, your dad was an actor, so you became an actor. Your dad can’t get you a job. And my dad wasn’t in a position to give me a job. He didn’t run a studio or something. My dad was trying to get his own jobs. So when I became an actor, he was like, “Are you sure you want to do that?” And now my daughter’s into it and it’s the same thing. She has much more talent than my father and I, for sure, put together. I’ve seen her on stage and she just blew my mind, but if it’s in there, it’s in there.

Did you try to stop her?

The thing is, you look at your kid and you go, “What do you want to do with your life?” And they go, “I want to be rejected my entire life.” “Go for it!” It’s not something you wish for your kids, but even in the greatest of successes, you’re always going to have people slamming you. It’s constant, especially now with the Internet and all that. But she’s got the skin, she’s got the heart, and she’s got the talent, so why not.

What surprised you about working with Will?

The first time you meet Will, he’s like, “Hey!!!” You’re like, “Wow, serious?” It’s like waiting for rehearsal and try this voice and talk about it and whatever and he’s like, “M-I-B!!!” And you go, “OK.” So that was the whole movie. It’s just funny, man. It’s like going to an insane asylum. You have Will doing that and you have Barry going (imitating nasal voice), and telling stories about his mother calling him Madison Square Garden when he’s 16. And I’m like, “There people are crazy.” I thought I was crazy, but these people are nuts, which, honestly, makes it fun because you have both sides, which I understand very well.

You can have a lot of fun and you can have a lot of fun on the set, which I think is very important, and you can also bang away and say, “Look, what’s the best story here. Let’s never get lazy about our work. The professionalism comes first and then, we can have a blast.” There’s a lot of people that just want to have a good time and there’s a lot of people that I’ve work with, not a lot, but some, that just love the title, man. They’re in Hollywood and they can get good blow or something, I don’t know. What I loved about working with Will is that he is into it. I don’t know why he didn’t work for four years, which was a choice. I thought that was pretty amazing after four years. I like to work a lot personally. I like to just keep challenging myself and all that, but maybe, that would change in the future, I don’t know.

What do you key into when you’re doing a period piece like Gangster Squad?

You know, honestly, first and foremost, I’m proud of L.A. and I’ve really tried to embrace California, hence our California skit on SNL. I try to embrace California a lot because I remember as a kid, being an actor was going to New York and studying in New York. Everybody was kind of ashamed to be from California or especially from L.A. And I really made a point about turning that around, because California is pretty fricking great, man. So this was a movie about California and about Los Angeles and I loved the idea of that first and foremost. Secondly, Sean [Penn] and I were looking to do another movie together. We really had a great time working together and we’ve been friends for a long time. We had a great time working together on Milk, so we were looking for something else.

There was a great moment I had – I was just interested in the era. It was an interesting era that I didn’t really know a lot about, and especially about Los Angeles and learning the history of Los Angeles. But my dad came to the set one day, which he usually doesn’t do. And he came on to the set where O’Meara’s house is and he’s out on the porch, and we were looking out, and it was basically one of the streets that has not changed, the houses hadn’t changed, and we put all the old cars. And my dad sat, and he usually doesn’t do this, I don’t come up to him and say, “What was it like?” Because he denies his age or whatever.

And he was sat back and for like 45 minutes, he goes, “God, I remember when your uncle got hit by a thing there,” and he was like telling me all these stories. It was like he was in a full regression. It was innocence in his eyes. And I was like, “That’s why I’m doing this film. That’s why I love this. There was an innocence, even though it was hard, it was severe, all the gun battles, all that kind of stuff, there was an innocence to it that I really, really want to experience. So I did, through my pop, as much as through the movie.

What did you think about the 3D?

I loved it because it was a new 3D that I had never seen. I talked to Barry about it. In my experience, 3D is usually very invasive. It’s like scratch and sniff, whatever it is. And I felt like it was in the movie. It made the movie more beautiful. And as Avatar was an incredible experience, it’s so surreal. There is heart, but there’s no humanity in it. You’re watching these things flying and dragons and all this and this is a very different experience. And I thought this is a better movie because it’s in 3D. And I hadn’t seen it, I hadn’t seen any 3D. And Barry was like, ‘Can you watch 12 minutes. Come on.’ And I saw the movie as an entirety, which I was very happy about.

What do you think of the Rick Baker make-up?

It’s incredible and it’s always incredible. And not that this means what you think it means and seven Academy Awards and regardless, the guy, he is the beginning and he is the end. Because when he’s not around anymore, people are only going to be doing what they’ve been taught by him or the precedents that he set. Period. And Christian Tinsley, who is my makeup guy and did the makeup for Men In Black, and did for Jonah Hex and did it for W., and did it for a lot of things, he’s going to do it for Old Boys, he’s going to do it for Labor Day. He’s an incredible guy and Rick has a lot of respect for him, which I think Christian is very happy about, but no, there’s nobody like him, truly, and what a great grounded guy, too. And he was one guy who came and gave me – compliments are weird. I got used to The Coens, so I’ve gotten used to nothing and he was very complementary on the set. It was nice.

Men In Black III opens Friday, May 25th.