The good news is that fans of the original Men in Black are unlikely to be disappointed by this far better sequel to the sequel. It's almost universally accepted that Men in Black 2 was nothing but a lazy, shameless money grab. It worked, at least financially, but for the usually dependable and entertaining Will Smith it was an undeniable critical blemish on a career mostly founded upon some degree of artistic integrity. While one may not always resonate with Will Smith, the simple truth is very few of his films have bombed because he knows where his fans will go with him and he seldom disappoints.

We won't mention Wild, Wild West.

In all honesty, Men in Black 3 is probably not as bad as a 2.5-star, C+ rating, however, it's hard not to be just a tad disappointed with a film that contains this much star power and still only manages to be modestly amusing for the overwhelming majority of its 110-minute running time.

The hiring of Jemaine Clement (Flight of the Conchords) as the film's supreme badass could have been a stroke of genius had director Barry Sonnenfeld allowed Clement the freedom to kick some improvisational butt. Unfortunately, Sonnenfeld and his cadre of screenwriters don't seem to know what to do with Clement's Boris The Animal and, as a result, a good portion of Clement's scenes feel clever for the sake of being clever and muted in terms of potential. It almost feels as if Sonnenfeld didn't want Boris to end up being funnier than Agent J (Will Smith), who really isn't funny himself until almost the halfway point in the film.

The film opens with Boris "The Animal," a running joke that isn't funny the first time, locked away at Lunar-Max, a space prison said to be the only place that contain him and a host of other baddies. With the help of Lewis Hamilton's girlfriend, Boris is (surprise!) able to escape from Lunar-Max after slaughtering pretty much everyone whose path he crosses. Back on earth, Boris swears vengeance on Agent K (Tommy Lee Jones), whose work 40 years earlier had led to his incarceration on Lunar-Max and the loss of his arm. To accomplish this task and retrieve his long gone arm, Boris goes back in time (Yes, time travel is real - knowledge that is above J's pay grade!) and kills K. So, of course, the only thing for J to do is to jump back in time himself in an effort to reverse the inevitability.

The film misses Rip Torn, whose off-screen antics pretty much left no choice but to kill him off here. This opens the door to one of the film's better early scenes in which Agent O (Emma Thompson) gives a eulogy that more resembles a Nanny McPhee bedtime story on crack.

The Agent O scene is indicative of one of the biggest problems with Men in Black 3 - There are moments of incredible inspiration surrounded by scenes that are almost devastatingly uninspired, tired and just plain boring. Far too many of the boring scenes actually center around the times when Smith and Jones are onscreen together. Fortunately, this is only for about 15 minutes in the entire film but there's almost no denying it's a painful 15 minutes. The 65-year-old Jones looks and acts tired here, either completely uninterested in the goings on or simply unable to give the film the energy his character desperately needs. His lack of energy actually brings down the usually high-wire Will Smith, whose scenes early in the film actually border on the morose.

Everything picks up steam when  Agent J heads back to 1969 and encounters a younger and far more inspired Josh Brolin as a younger Agent K. Brolin does a spot-on perfect impression of Jones's Agent K and adds the spark that the film has needed up to that point. While it might be arguable that the Brolin impression wears a bit thin by film's end, it's so good and so convincing that it's hard not to stay completely mesmerized by it. It's also back in 1969 where Sonnenfeld taps into Smith's ability to pull off some hilarious social hijinks along with some terrific social commentary not so thinly veiled behind humor (Just picture the difference in race relations between 1969 and 2012). Some of these scenes almost have an Austin Powers vibe going on, though Boris is a much less interesting villain and Sonnenfeld doesn't have near as much fun with it. It is interesting to watch how the story unfolds all wrapped around the pending space launch to the moon and, as well, the writing team here takes the story in some unexpected places that are both entertaining and surprisingly touching.

The supporting performances are mostly hit-and-miss here, largely owing to an under-written story that could use a bit more fleshing out. Alice Eve looks the part as a dazzling younger Agent O, but she's given very little to do beyond looking blond and beautiful. Michael Stuhlbarg has a nice little twinkle in his eye as Griffin, whose time machine sets everything in motion. Bill Hader, as Andy Warhol, is great in one of the film's more inspired scenes inside Warhol's The Factory, a 1969 nightclub extraordinaire.

It's easy to understand why Men in Black 3 was finally given a green light after years of being in the works. The time-travel idea was reported Smith's, and while the film started shooting without a completed script it's a solid idea that really only needed a bit more fleshing out to have really turned Men in Black 3 into the sequel that Men in Black 2 was supposed to be.

Men in Black 3 may have set itself up quite nicely for a Men in Black 4 should audiences return in the droves that everyone involves is no doubt hoping for, though here's hoping the next time around that Jones steps aside and gives Brolin, who is better as Tommy Lee Jones here than is Tommy Lee Jones, the reins.

© Written by Richard Propes
The Independent Critic