It wouldn’t be a Men in Black film without script problems. The first film languished for some time, originally taking place in Kansas of all places, before director Barry Sonnenfeld became attached and insisted upon a New York City location. The 1997 sci-fi buddy cop comedy was a hit, and rightfully so, and Will Smith became a megastar. Then the 2002 sequel’s climactic action sequence had to be rewritten due to the fact that it was originally going to take place in the World Trade Center. If only that lackluster sequel had gone through more extensive creative revisions. However, these past hiccups don’t seem to come close to Men in Black III, which to Sonnenfeld’s admission, started shooting in late 2010 without a finished script. It had a beginning, an ending, but nothing definite to tie together. So the whole production took eight months off to work on the meat of that movie sandwich. Hollywood movies, especially modern films of huge-scale budgets and set release dates, have routinely started production without completed scripts, including Gladiator, Jaws, Apocalypse Now, and Lawrence of Arabia. Naturally, those are the exceptions to the rule.

Boris the Animal (Jermaine Clement) has escaped from pison and out to seek revenge on the man who put him away and took his arm – Agent K (Tommy Lee Jones). Boris travels back to July 1969, when a young Agent K (Josh Brolin) thwarted the big bad Boris. Boris kills Agent K and alters the future. The Earth is now vulnerable to an alien invasion from Boris’ species. Agent J (Smith) has to travel back in time to save his old partner and the planet.

It’s been ten years since the spotty Men in Black II and almost four years since Smith has been seen in a movie. Where did the time go? Fortunately, this third movie hews closer to the droll brilliance of the first film. Part of that is a sharper story with a more clearly defined goal and a return of the playful exuberance that belies the franchise. Also, I must say that absence has made the heart grow stronger, because I’ve missed Smith’s effortless charisma onscreen. Agent K is such a natural fit for the guy and it’s just fun to watch him stumble through strange alien encounters (this time we learn all super models are aliens; listen good, young women of America who punish themselves to fit this image of beauty). Time travel is usually employed when a franchise seems like it’s all out of gas; it’s usually more focused on the comic fish-out-of-water possibilities, which there are a few in Men in Black III. As one characters notes, 1969 wasn’t exactly a great time for black people in America, and J combats casual racism, black panic, and ignorance with a defiant attitude that is amusing to watch. I’m glad the whole race-relations reality was addressed, though it’s also for the best that the movie doesn’t get bogged down with scenes of Agent J conflicting with bigoted authority. Men in Black III remembers that we’re here to have fun, and the screenplay by Etan Coen (Tropic Thunder) has a light-handed touch. I enjoyed the opening jailbreak sequence with Boris, though I would have thought a lunar prison would have better security. Bill Hader (Superbad) has a fun cameo as a self-hating Andy Warhol, really an undercover MIB agent, though the idea that Warhol’s Factory artists as aliens seem a tad simple. The glaring cameo omission was Jon Hamm (TV’s Mad Men) as a scotch-drinking MIB ladies man of legend.

As evidenced from the trailers and marketing, Men in Black III is really Brolin’s movie. The guy establishes an uncanny Tommy Lee Jones impersonation. The eerie brick-faced stoicism, the melodic lilt of his voice, the syncopation of his speech patterns; Brolin nails it all. Watching his interaction with K are the film’s most enjoyable segments. At this point in the series, Agent J and K have gone beyond the rookie/mentor phase and now have something of a friendship, though their arguments at year fifteen of their partnership sound more like the arguments they would have in year two (you need to “open up” and be less grumpy, sounds elementary). Still, there is a personal connection to this case that eluded the last movie, and it gives the film a sense of urgency even when the comic shenanigans seem to hog the spotlight. The personal reveal in the last act didn’t have as much emotional power for me, mostly because I did the math and realized whom a certain unseen character of significance was before we got their true identity. The end does give the film series a circuitous sense of finality.

For a franchise that seems like it can go anywhere at any time with limitless possibilities, the worst thing you can do is be shut off to better avenues of storytelling. Take for instance the climax at Cape Canaveral, which itself is a rather anticlimactic sequence involving the launch of Apollo 11 (don’t they know that alternative 1960s history was sooo summer of 2011?). J has his time travel doohickey that lets him travel back. He gets to use this device once during the climactic fight, allowing him to travel back one minute in time so he knows how to properly duck. That is it. What a fantastic waste. If you’ve got a device that essentially allows for unlimited do-overs, then I want this device to be an integral part of the climax. I want J to have to regularly use it to fix past mistakes and learn more and more from each time jump. Just memorizing how to duck is lame. The entire subplot with Agent O (Emma Thompson in the present, Alice Eve in the past) and her dalliance with K is so carelessly thrown away that I wonder why the filmmakers even bothered to include it. Then there’s our villain, Boris, whose name itself is even lazy. He’s just a bad dude with some sort of insect that lives in his hand and shoots spikes. That is it. He’s a guy who can fire projectiles. So what? What about that makes him interesting? An unrecognizable Clement (Flight of the Conchords) does his best but the character just doesn’t have anything about him that deserves special attention; he could have been any villain (I think Vincent D’Onofrio was undervalued in his go-for-broke physical performance as the first film’s villain). I did like the idea of Present Boris arguing with Past Boris, but like most promising ideas in Men in Black III, this space-time sparring is never fully realized. While enjoyable, there’s little you’ll be able to think back on with Men in Black III and say, “That was well developed.”

Paradoxically, I think Men in Black III has a character that might simultaneously be the best and worst thing about the film. Allow me to explain. About halfway in, we’re introduced to the alien Griffin, played by the great Michael Stuhlberg from A Serious Man and TV’s Boardwalk Empire. He’s a creature who can see nigh unlimited timelines, all the variations of choice and possibility play out before his eyes, one after another. He never knows which timeline he’s in until the moment occurs, thus he’s constantly worried about every moment to come in his life. This foreknowledge sounds like a wretched curse, and with Stuhlberg gives a forlorn edge to his character’s eccentricity. So when J and K meet the guy, there are some clever moments, like when Griffin details every peculiar aspect of chance that lead to the 1969 Mets World Series victory. The moment, and by extension the character, is a nicely reflective idea that every moment is a miracle of causation. Griffin is just an interesting character. Here’s where the worst part comes in. Rarely is he treated as a character because, you see, Griffin is really a magic plot device. He can tell the Men in Black agents whatever they need to do at any point, instantly providing a narrative cheat. When in doubt, just ask the guy who sees the future and he’ll steer you without fail to the next necessary plot point.

I saw this movie in 3D, not by choice mind you, and for the first half hour it felt like one of the better 3D conversions out there. Sonnenfeld’s camera plays a lot with depth of field and primarily forward-backwards movement, which made for a slightly elevated viewing experience. But somewhere around the halfway mark, I swear the movie forgot it was supposed to be 3D and the dimensional differences became negligent. It never really recovers, and so I advise all potential ticket-buyers to skip the 3D screenings.

With most time travel escapades, there’s going to be some plot holes. Working with a flurry of alien technology, it would have been exceptionally easy for the filmmakers to just explain away the plot holes with some magic device, much like the Paradox Machine in Dr. Who. Hey, there’s a machine that makes sure we don’t have paradoxes? Good enough for me. It’s like in Thank You for Smoking when Rob Lowe’s character explains why actors would be able to smoke in an all-oxygen space environment: “It’s an easy fix. One line of dialogue. ‘Thank God we invented the… you know, whatever device.’” The fact that Men in Black III doesn’t even address its biggest plot hole astounds me. If Agent K is killed in 1969, then he was never alive to recruit Agent J into the service. Let’s even assume that J’s credentials would still get him noticed and staffed with the MIB; if Boris killed Agent K in the past, then there was no reason for Boris in the future to travel back in time to kill Agent K. Again, these aren’t nit-picky gripes, these are major, easily understood plot holes, and I’m dumbfounded why no characters even address them. I could nit-pick over why Boris decides to go to 1969 when he just as readily could have gone to a time when K was a child and thus more vulnerable. Surely a child is easier to dispatch than a 29-year-old man.

Men in Black III is a far improvement over its stilted predecessor, but it still ends up falling well short of the potential it flashes. It’s intermittently amusing with some fun cameos and some visual panache, but this movie should have been stronger, stranger, and more playful with its central time travel conceit. It’s hard to work up that much distaste for the movie, especially since it has such a lively, jocular feel. Not all of the jokes work, but enough do, and the movie maintains an overall pleasant sensibility, zigzagging in imaginative directions that most Hollywood movies never beckon. It’s the stuff that works that illuminates the potential left behind as it goes into summer blockbuster territory. Men in Black III is an example of diminished returns, yes, but some franchises start so high that even latter, lesser sequels will have more entertainment value than their competitors. While it won’t set the world on fire, Men in Black III exceeds expectations and provides enough entertainment that it’s worth a look and little else.

Nate’s Grade: B