Men in Black III 
 
 May 23, 2012 
 
 "Men in Black 3” comes 15 years after the entertaining original and 10 years after the sequel laid an egg, and the surprise is, it's better than the first one. Given the passage of time, the entire concept may be new to some audience members, but it still does service: There is a secret agency assigned to keeping track of all aliens on Earth, and there are as many of them as makeup expert Rick Baker can possibly devise. I am not sure how undercover an MiB agent can be when he dresses exactly like the Blues Brothers, but never mind, they get the job done. 
 
 The story until now: Veteran Agent K (Tommy Lee Jones) and his younger recruit Agent J (Will Smith) are under the supervision of Agent O (Emma Thompson) when there's an emergency. The hideously ugly alien Boris the Animal (Jemaine Clement) has escaped from a maximum security prison on the moon. He is the last surviving member of his race, still angry because Agent K shot off one of his arms. His plan: Travel back in time and kill Agent K before that can happen. 
 
 
 
 An arm like his, you don't want to lose. Its palm apparently serves as a condo for a nasty little insectoid creature that will leap and take chunks out of you. Indeed, Boris is one of those aliens whose entire body seems to contain openings from which unappetizing things can forage on its victims. 
 
 
 
 Time travel can become very complicated. To make it simple: Agent J (Will Smith, you remember) tries to travel back in time to prevent Boris the Animal from killing K. This results in a Young K existing in the same time period as J, who is the same age he started as, so the old man and the rookie are now contemporaries. 
 
 
 
 How this is achieved is the movie's most impressive achievement. Young Agent K is played, not by Tommy Lee Jones in prosthetic makeup, but by Josh Brolin. The casting is spot-on. He looks like a young Tommy Lee Jones, and he sounds so uncannily like him that director Barry Sonnenfeld, hearing him, allegedly shed tears of relief. While watching the movie, I was convinced Jones dubbed his own voice. But remember Brolin was also a good sound-alike for George W. Bush in “W.” 
 
 
 
 Anyway, Agent J travels back to save Agent K, and not content to populate the film with countless gob-smacking aliens from Rick Baker's fertile imagination, Sonnenfeld and his writer, Etan Cohen, also show a Hitchcockian flair for using ironic locations. For reasons I don't understand, in order to return to the "present," it's necessary to fall from a very great height and push a button on a gizmo at the last second. This involves Agent J crawling out on one of those medieval-looking eagles atop the Chrysler building, something you can imagine Hitch assigning Cary Grant to do. 
 
 
 
 A virtuoso final sequence takes place at Cape Kennedy on the day of the first moon landing attempt. Another gizmo must be placed on the moon to save humanity, and this involves a last-minute attempt to crawl out to the Apollo 11 pilot capsule, slap on the gizmo and escape using one of those chutes provided for the astronauts in case of an emergency. Since the first moon launch was telecast with many TV camera and scrutinized by countless binoculars, it seems unlikely this would have gone unnoticed. Maybe there's a loophole — like if the attempt succeeds, it changes the future and turns out to be unnecessary. 
 
 
 
 Whatever. The movie gets comic relief from a sidekick character named Griffin (Michael Stuhlbarg), who wears a knitted Elmer Fudd hat and has the ability to see all the possible variations resulting from various events during time travel. “Uh, oh,” he's always saying, “this is the one where …” 
 
 
 
 Let me say that although I liked the first “MiB” movie, I wasn't particularly looking forward to this belated sequel. But I had fun. It has an ingenious plot, bizarre monsters, audacious cliff-hanging, and you know what? A closing scene that adds a new and sort of touching dimension to the characters of J and K. ||||| The years off have not been kind to the Men in Black—Josh Brolin as the young, 1969 version of Agent K is the only saving grace in this uneven, long-in-the-making sequel to the sequel 
 
 Columbia Pictures 
 
 It’s silly to feel sorry for a big studio movie, especially a second sequel bound to make buckets of money, but director Barry Sonnenfeld’s Men in Black 3, arriving 15 years after his original and 10 after Men in Black 2, is so creaky and out of touch it inspires pity. Its opening sequences are a near marvel of confusion, mayhem and embarrassments for its actors. If it was a person, you’d worry it had dementia. 
 
 Agents K (Tommy Lee Jones) and J (Will Smith) are back, but the reliable tart and taciturn vs. sweet and sassy energy between them is absent, as if they filmed their scenes independently, acting opposite puppets in front of a blue screen. Their banter is blather. At a Chinese restaurant in Manhattan they manage to fight off a slew of aliens. In 3-D Rick Baker’s creations, while never intended to be taken seriously, seem goofy, old-fashioned and repellent in the wrong way—that is, you really don’t want to look at them. Even blasting aliens in tandem, K and J still aren’t connecting. J is needier than usual, while K is brooding; an alien he locked up 40 years ago, Boris the Animal (Jemaine Clement from The Flight of the Conchords), has escaped from a lunar prison and is headed back in time, to July 1969, just before the first moon walk, to kill K. 
 
 (MORE: TIME’s interview with Oscar-winning makeup artist and creature maker Rick Baker’s inspirations) 
 
 The average moviegoer is well educated in the particulars of time travel. Even if your high school curriculum didn’t include any H.G. Wells, thanks to Back to the Future, Terminator and dozens of other films, just about everyone knows how it works. Why don’t the fleet of screenwriters who cooked up this script? They have J wake up the morning after the bloodbath at the Chinese restaurant to a world already missing K. This makes no sense. Boris has gone back in time, but given that he hasn’t found or killed young K yet, old K ought to be alive, well and doing that “sort of surly Elvis” thing he does in contemporary Manhattan. Instead he’s dead and gone, and at headquarters, only the boss and former paramour, O (Emma Thompson, 53 and playing 65 or so, every actress’s dream) even remembers old K. 
 
 Also, an alien invasion has commenced, because while K was capturing Boris back in 1969 he also put up a shield that prevented anyone from Boris’ planet to enter the atmosphere. (One more logistical lament: that would include Boris in 2009.) J goes back in time to save young K and stop the invasion. Just before he leaps, J gets a warning from the guy (Michael Chernus) who lends him the time traveling device, which looks like a cross between a police badge and a smart phone, to be careful in 1969. “It wasn’t the best time for your people,” he cautions. J looks baffled, as if being a black man today didn’t include having some sense of what being a black man in 1969 was like. Maybe he’s been hitting the neuralyzer in his down time. 
 
 (SPECIAL: What year Will Smith landed on the Time 100 list) 
 
 Without Jones, it must be said, Men in Black 3 improves considerably. The actual time traveling sequence, which starts with Smith in freefall from the Chrysler Building, is the kind of special effect that makes the annoyance of the 3-D glasses worth it for a few minutes. 1969 is reasonably fun—and if anyone can pull off jokes about racial profiling, it is the ever-likeable Will Smith. There’s an entertaining run-in with Andy Warhol (Bill Hader) and the whole Factory gang and a few sweet scenes with a Mork-like alien (Michael Stuhlbarg, who starred in the Coen’s A Serious Man). 
 
 But the best reason for going back in time, and really, when it comes down to it, the only reason to see Men in Black 3, is Josh Brolin, who plays young K. His Tommy Lee Jones voice is not that far removed from the George Bush voice he used in W., but he hits all those querulous notes just right. Posture, body language, Brolin nails it; his sideways glance is pure poetry of Tommy Lee-ness. Even if you love Jones, and many of us do, it can be hard to distinguish between his characters—so often maximum misanthropes—and his suffer-no-fools public persona. In his brief scenes in Men in Black 3, which mercifully only constitute 10 or so minutes of screen time, Jones gives the impression that he’s genuinely miserable being there. Meanwhile, Brolin looks like he’s having the time of his life playing a youthful curmudgeon, and he reminds us what was so delightful about Jones and his taciturn routine in the first place. J keeps looking at young, cool K and shaking his head. “What happened to you?” he wants to know. For Jones, likely a case of sustained sequelitis. 
 
 MORE: Time’s Richard Corliss on W ||||| Back in the Day, When Agents and Aliens Were Sweet ‘Men in Black 3,’ With Will Smith and Tommy Lee Jones 
 
 Can you think of a new movie with less reason for existing than “Men in Black 3”? What? “Battleship” ? Yes, O.K. Good point. Hadn’t thought of that. “What to Expect When You’re Expecting” ? Fair enough. But still. “The Avengers” ? Let’s not go there. And stop interrupting me when I’m trying to make a serious point. 
 
 Apart from the urgent necessity of reminding us that Will Smith is a movie star (and the usual need to wring a few more dollars out of a profitable franchise), “Men in Black 3” arrives in the multiplexes of the world with no particular agenda. Which may be part of the reason it turns out to be so much fun. You don’t need to study up on the previous installments or master a body of bogus fanboy lore to enjoy this movie for the breezy pop throwaway it is. Your expectations may be pleasantly low, and you may therefore be pleasantly surprised when they are exceeded. 
 
 The first “Men in Black” movie, a playful adaptation of Lowell Cunningham’s offbeat comic books, was released 15 years ago, and a decade has gone by since the sequel — called “Men in Black 2” and every bit as memorable as its name — cashed in big and skyrocketed into the realm of bloated, tongue-in-cheek, special-effects-heavy spectacle. No. 3, directed by Barry Sonnenfeld from a script by Etan Cohen, starts out somewhat dispiritingly in that tapped-out vein, with a barrage of state-of-the-art weaponry, meticulously rendered slime and jokes that seem more than a little stale. There are no talking dogs and not too many references to the earlier installments. 
 
 We are back in the company of agents J and K — Mr. Smith and Tommy Lee Jones, who both seem a bit creaky as they haul out the same old shtick. K is the grouchy coot, J is his motor-mouthed protégé, and they break out the neuralyzers and the zap guns in their continuing mission to deal with the extraterrestrials hidden in our midst. They trade some banter with Emma Thompson, who plays their boss, and encounter weird creatures on the streets of New York. 
 
 For the first 20 minutes or so, nothing special is going on, and it seems that “Men in Black 3” will be content to spin its wheels and collect its money en route through the usual overscaled action set pieces toward a superloud, planet-saving final showdown. The music sounds less like a score by Danny Elfman than like a score by Danny Elfman’s smartphone app, and it carries dreadful intimations of forced fun. But even as the movie carefully fulfills its blockbuster imperatives — with chases and explosions and elaborately contrived plot twists — it swerves into some marvelously silly, unexpectedly witty and genuinely fresh territory. Go figure. 
 
 The first sign of promise is the early appearance of the interplanetary supervillain, a leonine fellow named Boris who is confined to a maximum-security prison on the Moon. Boris is played with thunderous mock pomposity by Jemaine Clement, a great and eccentric comic talent who has improved every Hollywood movie he has appeared in (“Dinner for Schmucks,” “Gentlemen Broncos”) and who has done New Zealand proud in “Flight of the Conchords” and “Eagle vs Shark.” 
 
 Boris and K have some history, a simmering grudge that long predates K’s partnership with J and that necessitates a bit of time travel. Somehow one of the oldest science-fiction tricks in the book — remember that “Star Trek” episode with Captain Kirk, Joan Collins and Hitler? — becomes an occasion for oddball inventiveness. The casting helps. Not only Mr. Clement, but also Alice Eve (as Ms. Thompson’s chipper younger self), Bill Hader (as Andy Warhol, of all people) and Michael Stuhlbarg as a sweet and spacey alien who tries to help J and K. 
 
 They meet him in the summer of 1969, shortly before the Apollo 11 Moon landing and in a swirl of nostalgia as naïve as “Forrest Gump” and as knowing as “Mad Men,” but not as sour as either. J has gone there to change the course of history, and also to find K, who turns out to be Josh Brolin doing an uncanny and hilarious Young Tommy Lee Jones. 
 
 “What happened to you?” J keeps asking his jovial partner, and the joke is both that the question is never answered and that it doesn’t need to be. 
 
 The action spins from Coney Island to Cape Kennedy (now Cape Canaveral), and the giddiness is spiked with metaphysical anxiety (thanks to Mr. Stuhlbarg’s quiet, existential freakiness) and disarming tenderness. The first two “Men in Black” movies did some spoofing of the conventions of the black and white, cross-generational buddy picture, but the third one finds its way back to the heart of the genre. 
 
 It manages, in the end, to be touching as well as hectic and whimsical, and to send a few interesting thematic bubbles into the air, having to do with lost fathers, obscure regrets and racial reconciliation. So maybe there is a reason, after all. 
 
 “Men in Black 3” is rated PG-13 (Parents strongly cautioned). Cartoonishly violent deaths of (and by) aliens; swearing. 
 
 Men in Black 3 
 
 Opens on Friday nationwide. 
 
 Directed by Barry Sonnenfeld; written by Etan Cohen, based on the Malibu comic by Lowell Cunningham; director of photography, Bill Pope; edited by Don Zimmerman; music by Danny Elfman; production design by Bo Welch; costumes by Mary Vogt; alien makeup effects by Rick Baker; produced by Walter F. Parkes and Laurie MacDonald; released by Columbia Pictures. Running time: 1 hour 46 minutes. 
 
 WITH: Will Smith (Agent J), Tommy Lee Jones (Agent K), Josh Brolin (Young Agent K), Jemaine Clement (Boris the Animal), Michael Stuhlbarg (Griffin), Alice Eve (Young Agent O), Bill Hader (Andy Warhol), David Rasche (Agent X), Emma Thompson (Agent O) and Nicole Scherzinger (Boris’s Girlfriend).
– Sure, no one was that desperate for a Men in Black 3—but it's actually a pretty good summer movie. Will Smith and Tommy Lee Jones are back defending the planet from aliens, and this time, Josh Brolin's along for the ride as a young Jones. The movie "turns out to be so much fun," writes AO Scott in the New York Times. While it "carefully fulfills its blockbuster imperatives—with chases and explosions and elaborately contrived plot twists—it swerves into some marvelously silly, unexpectedly witty, and genuinely fresh territory." Writing in USA Today, Claudia Puig is impressed. "This spirited three-quel comes close to the exuberance of the first Men in Black and is a distinct improvement over its limp 2002 follow-up." Roger Ebert would go further: With "an ingenious plot, bizarre monsters," and "audacious cliff-hanging," the latest film is "better than the first one," he declares. But Mary Pols isn't so sure about the overall picture. "When it comes down to it, the only reason to see Men in Black 3 is Josh Brolin," she writes in Time. "He hits all those querulous notes just right. Posture, body language, Brolin nails it; his sideways glance is pure poetry of Tommy Lee-ness."