Director Report Card: Barry Sonnenfeld (2012)

10. Men in Black 3

My expectations for “Men in Black 3” were low. Even in 2012, ten years after the sequel, I still felt the sore disappointment of “Men in Black II.” The intervening decade, in which Will Smith starting making flops and Barry Sonnenfeld directed “RV.” did little to make me assume a third “Men in Black” would be any better. The general impression was that Sony greenlit the movie because they desperately needed a guaranteed blockbuster. Sonnenfeld was almost fired from the project before it even began. Squabbles about Will Smith and Tommy Lee Jones' skyrocketing salaries filled the press. The film's production was awash in gossip and missteps, some of it revolving around Smith's ridiculous trailer. Filming stopped half-way through so they could rewrite half the movie. Lastly, the film was being released in 3-D, a fad that was dividing movie nerds at the time. Perhaps my expectations being so so low is why I ended up enjoying “Men in Black 3” upon first-viewing. Will I still feel that way on a second go around? Well, let's find out.

Agent Jay and Agent Kay of the Men in Black have been partners for fourteen years. In that time, Jay still feels like he doesn't really know his partner. After a seemingly standard night, Kay starts to behave very strangely. He learns that Boris the Animal, a notoriously evil alien he sent to prison in the sixties, has escaped. The next morning, Jay wakes up to see someone else is his partner. Nobody knows who Kay is... Until his new boss informs him that Kay died forty years ago. Jay learns that Boris traveled back in time to kill Kay in the past and to make Earth vulnerable to invasion. Jay goes back to 1969 to stop Boris, protect Kay, and make sure Earth is protected... Which is easier said than done.

Aside from being content to just repeat what worked the first time, “Men in Black II” failed because it was too focused on telling jokes. The sequel was so oppressively zany that any tension was drained out of the story. If nothing else, “Men in Black 3” is all too aware of these flaws. The plot involves a big bad from outer space chasing a tiny MacGuffin but doesn't follow the formula set out by the first two films so gratuitously. And while there are jokes, the movie never values humor more than telling an actual story. The stake of the world, and the characters we've grown attached to, are more important than yucking it up. That alone is enough to make the third movie a vast improvement over the second.

Something that was also appealing about the first “Men in Black” is, despite being a popcorn flick, it contained some heady ideas about man's place in the universe. The third installment returns to this ground, including really interesting conceptual ideas inside its crowd-pleasing structure. Some of these are barely seen. Boris the Animal's species seem to utilize organic technology, as their ships and his motorcycle are made from fleshy matter. A prominent character in the film is Griff, an alien that described as a “fifth dimensional being.” He can perceive every timeline that can happen as they are happening. He often describes the little miniature decisions that are made every day that have huge consequences. It's nothing that hasn't been done in sci-fi before but it's the kind of thing usually seen in 225 million dollar studio movies.

While there were certainly a lot of movies made to cash-in on the 3D fad of the last decade, “Men in Black 3” surprisingly isn't one of them. Barry Sonnenfeld incorporates his already motion-heavy visual style with the three-dimensional gimmick. This is most evident during the time jump sequence, where Jay falls endlessly through different eras. Sonnenfeld's camera swirls around a T-Rex's open maw, World War I biplanes, and shows towers being built. This visual playfulness is cooked into the action sequences. As Jay and the young Kay hop on monocycles, they swerve around moving vehicles. The setting of a rocket's launchpad adds extra dynamism to the finale, the camera passing through the interlocking beams. It looks great and is a lot of fun.

More than some serious tonal adjustments and a fun visual style, “Men in Black 3” finds a clever new angle for its story. We've only ever known Agent Kay as a stuffy veteran, an quasi-humorless old man that responds to everything with a been-there done-that attitude. The sequel gets a lot of mileage out of playing with that preconceived notion. In the past, we see certain things about Kay – his love of cowboy music, his grouchy gaze – are no different. Yet we also see him flirting with woman, recalling good times in the recent past, enjoying simple things. While the question of why Kay is the way he is was seemingly answered, because of the one that got away, it is interesting to see that the story is maybe a little more complicated than that.

There wasn't much else about “Men in Black II” that worked but, at the very least, it understood that the relationship between the leads was the big appeal of this series. The third installment smartly zeroes in on this even more. While talking about relationships, young Kay asks Jay if he had anyone he loved in his past life... Jay replies that he had Kay. Yes, like every buddy cop movie, this is a love story between two men. Jay literally goes back in time to save this man. Yet it's more wholesome than it sounds. Kay is re-contextualized as a father figure for Jay, who doesn't have a dad for very specific reasons. The exact details concerning that plot point are easy to guess and maybe even a little heavy-handed. Yet it's still nice that this sequel incorporates some heart into its story, making everything that happens a little more meaningful.

“Men in Black 3” utilizes its time travel premise in ways both fun and obvious. Yes, the shift in setting are utilized for obvious humor. Like seeing Jay and aliens interacting with hippies or other antiquated fashions. Or making the bad guy a long-haired biker. A moment involving Andy Warhol and the Factory is utilized for easy jokes too, including an unfortunately somewhat transphobic moment. Yet the time shift setting is better than expected too. A moment where Jay, a black man in 1969, runs into racist cops is surprisingly sharp and funny. Seeing how the MIB organization was different forty years prior, including giant Neuralizers and jet packs, is also amusing. 

I can't confirm this but it feels like a big reason why “Men in Black 3” followed a full decade after the second one is that neither of its leading men were eager to return. Well, maybe Will Smith but definitely not Tommy Lee Jones. The third film's premise seems designed around giving Jones as little screen time as possible. He seems tired and bored in most of his scenes, the actor clearly passed the point of giving a shit. Smith is still a magnetic star but his trick of reacting with shock and surprise to outrageous sights has definitely started to get a little stale. The guy was in his forties by the time he made this movie. You feel a little embarrassed that he still has to say “dayum!” or include the word “shiznit” in a sentence. 

Luckily, Josh Brolin is here to mix up the formula. Casting 42 year old Brolin as a twenty-something Kay is definitely off. However, Brolin makes it worth it because he does a perfect, hilarious impersonation of Jones' withering glare. He plays off of Smith just as well as Jones does and makes a convincing action hero in his own right. It's not the only prominent recasting. Zed is killed off, due to Rip Torn's very public meltdown, and Emma Thompson steps in as O, the new head of MIB. Thompson has a warmer quality than Torn but provides a similarly hilarious deadpan. (Alice Eve also gets one or two moment as the younger O.) Jermaine Clement, a genuinely hilarious comedian, is interestingly cast against type as Boris the Animal. Buried under elaborate make-up and adapting a guttural growl, he makes for a intimidating and interesting adversary.

There's a cool idea behind Boris too. Aliens of his race seem to be made from multiple scurrying lifeforms, which manifest as grasping claws and fingers from every limb. His anger at Kay for blowing off his left arm seems to stem from Boris' hands being independent creatures. This idea is beautifully conveyed via a combination of practical make-up and CGI. Computer graphics make up most of the aliens in the movie, as you'd probably expect for a movie made in 2012. Yet Rick Baker is still on-hand to create some alien lifeforms. Mostly delegated to the background, they all have retro designs, inspired by classic sci-fi flicks. See if you can spot the Saucermen and the Robot Monster. 

CGI taking precedence over practical effects was, sadly, the state of affairs by 2012. Something else that was unavoidably in the past by this point in history was Will Smith doing goofy theme songs for his movie. There was no “(I Am) Legendary” or “Seven Pounds (Whole Lotta Heart.)” Smith passes that duty over to Pitbull. Like Smith's theme songs, Pitbull's “Back in Time” is built around an obvious sample. Pitbull's rhymes are less amusingly stiff than Smith's and prove just kind of boring. The theme song is forgetful but Danny Elfman contributes another memorable score. He reprises the original “Men in Black” themes but adds some rock guitar to the mix, fitting the retro setting. 

In conclusion: “Men in Black 3” is actually pretty good. I was not the only person to think so, as the reviews were surprisingly positive. Is “Men in Black 3” far more clever than you'd expect from the third entry in a long-in-tooth series? Or did the second movie really just set everyone's expectations that low? Either way, I did finish the movie with a big smile on my face. Though it grossed less than either of the previous entries in the U.S., “MIB3” did its job for Sony by being a massive money-maker worldwide. If this is destined to be the final entry in the original series, it takes Agent Jay and Kay off on a decent little note. [Grade: B]