Rick Baker, the seven-time Academy Award-winning special makeup effects artist (they practically created the category just for him) can develop nearly any creature—human or not. His credits include Planet of the Apes, Hellboy, Ed Wood, Michael Jackson’s “Thriller” music video and dozens more. He created more than 100 different aliens for Men In Black 3, opening Friday—his third go-round as special makeup effects wizard for the MIB franchise. Baker, 61, talked to TIME about the madness behind the monsters.
What excited you about Men in Black 3?
The whole time travel element in the movie. We go back to Men in Black headquarters in 1969. I was born in 1950 and watched science fiction and horror movies on TV and was always really fascinated by them. I always wanted to make aliens that looked like ’60s aliens. I wanted the ’69 aliens in the film to have fishbowl space helmets, bug eyes and fish brains. It was really exciting to make both contemporary and retro aliens. That is the great thing about Men in Black movies—I get to do a little bit of what I do in different films all rolled into one.
How have the MIB creatures evolved since the first movie?
The hard thing is to come up with something audiences haven’t seen before. In Star Wars we made the cantina scene. Then every space movie after Stars Wars had a cantina scene. For the first MIB movie, I came up with retro aliens, but they didn’t go for it. At the time, none of us knew what Men in Black was—what the tone of the movie was. It wasn’t until three-fourths of the way through we realized what we were making. The designs still evolve, and we’ve revisited some of the aliens we’ve made. The worm guys are back and a few others that were in Men in Black II.
(MORE: Mary Pols’ review of Men in Black 3)
How many different creatures did you make?
We made 127 different aliens for Men in Black 3. We started a number of aliens for scenes that they decided not to film, so you see three-fourths of the ones we made in the movie. Some you don’t see at all, which is fairly common in movie making. It is an ever-mutating beast.
Who gives input on the creatures?
I do have a team of great creative people working for me. I have fun doing the design, so I do as much of it as I can. Barry [Sonnenfeld, the director] and Walter [Parkes, the producer] have input and help refine the designs. But it slows things down so eventually I have to lock Barry in the studio and not let him go until we have a decision.
Where do you get your inspiration and does it ever scare you?
My own creatures don’t scare me (laughs). I get inspirations from everyone. A lot from films I grew up with, the retro stuff. I look at bugs, birds, mammals, sea creatures, rocks and strange-looking people. I’m always looking and filing stuff away. On the first film, Barry said you can walk through the streets of New York, looking at people, and say, ‘alien… alien….’ You can spot them.
(VIDEO: Movie Trailer: Men In Black 3)
How do you use color?
We always play with color, but in this film especially, I wanted the retro aliens to be nice fun, bright colors. Bright greens, bright oranges. One thing about aliens, you do what you want.
How have you embraced new technology?
I have always tried to stay current. I used to design with pencil and paper or brush and paint. In the early ’80s I started designing on a computer with Photoshop 1.0 and loved it—unless I forgot to save it and it crashed. Then came digital modeling. I can give data to Ken Ralston at Sony Digital Imageworks and have a model made with a 3D printer. You can make a real-world version and they both match. I normally build too much on an alien. I learned from the last two movies that many of them are just seen in the far background. I said to Ken, ‘How about most of these things we don’t bother with mechanics, just make them cool looking? If we need an eye blink, do a digital eye blink.’
How many different mediums did you use?
It’s crazy how much we use. We’ll still use foam latex, which used to be state of the art. We use a lot of silicon because of its translucently. We use plastics, acrylics, metals, cotton and latex. We use strange things like a plastic tubing that we buy at a hardware store—you can heat it up with heat gun and stretch it into veiny ‘tentrically’ things.
(MORE: TIME visits Rick Baker at his studio)
Do you start with a human as the base of your creations, then design from there?
Sometimes we think of a creature like a person in a suit, but then you have limitations of two eyes and two legs—they have to see and breathe. I got more into puppetry because it offered more possibilities. I could make eyes wider and the creatures don’t have to have two arms and two legs. Digitally you can do pretty much anything. It’s an ongoing conversation between Barry and myself. Barry says, ‘Make it look like a sea creature without looking like a sea creature,” and then says ‘I don’t know where to look, it has no eyes.’ So a lot of the aliens still have eyes and a mouth.
What was most fun about working on MIB3?
What I really like about the Men in Black films is that Barry considers me a collaborator. I’ve been able to change the course of Men in Black films. Sometimes characters in the script were not as cool as I wanted them to be. I had a lot of questions about the Boris character that Jemaine [Clement] plays, the main villain. So I did a bunch of artwork of what he should be and why. Boris has these goggles shoved into his skull and I thought it would be really cool if we never saw his eyes—just two black holes—and you could never tell where he was looking. I knew the studio would want to see eyes. I knew the actor, he wasn’t cast at the time, would want his eyes to be seen. But I thought it would be cool to never know what was inside there. It was a real battle, but I ended up winning and made him a character.
How do you choose the movies you work on?
Now that I’m older, I try and be more selective. I took a couple of years off and had a sabbatical and reevaluated. Now I only want to work on movies I want to work on. It has to be interesting since it’s such a commitment day and night. It’s exhausting. I don’t know how many I have left in me, so I’m making sure I am doing ones I want. When Barry first emailed me about this, he said ‘I can’t imagine doing this movie without you. Please come out of retirement.’ First off, I’m not retired. And you don’t have to beg me.
Tell us about your next project.
I was actually in the middle of working on a book about my career and was going to finish that before I considered doing another movie. But Angelina Jolie actually requested me for Maleficent. That is hard to turn down. I usually get short, fat people. She’s pretty. I can stop my book for a while. I can’t say too much, but she plays Maleficent, the villain in the Sleeping Beauty story and I am doing her makeup.