In just a few weeks we will be getting our first Men in Black film in nearly ten years, and hopefully the Men in Black sequel we deserve. Director Barry Sonnenfeld‘s first installment was a real head-turner, a rare type of blockbuster that could be touted as being something like a modern day Ghostbusters, though it was its own original breed of film. The 2002 sequel, however, was not that, forgetting nearly everything that made the first film unique. Thankfully, Sonnenfeld is well aware of this.

The Get Shorty and Addams Family director is hoping to bring the series back down to where it all began: character and plot-driven action, not another aimless gag after gag sequel. From his different 3D approach to having what he calls a real nasty villain again, Barry Sonnenfeld declares Men in Black III a return to where the series started off so well.

Thanks for giving me the extra time. I was hopping off a bus right as you called [Laughs].

No problem. Are you in Brooklyn?

I’m in DC.

My daughter went to college there.

What college?

What was it? Washington University? George Washington, that’s where she went.

It’s a great school.

I really didn’t like the graduation ceremony. The speaker was talking all about making sure you find ways to make money; it was really depressing [Laughs]. Other than that it was a really good school.

[Laughs] You’re a pretty commercial filmmaker, though.

Yeah, but I do it for the love.

Did you see yourself as making big blockbusters early on?

No. You know, I wasn’t looking to be a director. I thought if I ever was a director, I’d direct movies like Local Hero, small little movies. When we did The Addams Family, Get Shorty, and even when we did Men in Black, we treated them more like personal movies. I never know which movie will do well and which one won’t, although I suspect this will.

That personal approach makes sense. The first Men in Black is well-contained in scope and has some pretty intimate moments, for a blockbuster.

Yeah, there’s not a lot of explosions and not a lot of car chases. I think what makes the first one work – despite the aliens and the original title – was the dynamic between Will [Smith] and Tommy [Lee Jones]; it’s mainly a buddy movie. We never designed it to be a “blockbuster.”

How was the process with replicating that dynamic with Josh?

Will Smith and I were really nervous, because we knew Will and Tommy had a great rapport, both on and off the set. They were a really good comedy duo, because you always need one funny guy and one straight man, like Abbort & Costello or Gracie Allen and George Burns. Tommy is in the first third of the movie – which takes place in the present – and the end of the movie. The middle two-thirds are Josh Brolin. The main way Will and I knew we could fail with this movie is if people were annoyed we broke up this perfect relationship, and didn’t have one that was as good. The good thing is – or the bad thing for Josh, a little bit – I think as people watch the movie they forget they’re watching two different actors play the same role, because Brolin is so incredibly good that you think you’re watching a young Tommy Lee Jones. Not only is his accent and affliction really good, which is hard because people think Tommy has this flat voice, but it’s actually quite musical, soft, and lovely.

Josh also looks a lot like a young Tommy Lee Jones. If you look at Tommy as a young Harvard football player, it’s surprising how much Josh looks like Tommy. The biggest problem for Josh and myself is that we didn’t want to do an imitation. Also, the characters is 40 years younger, so we meet him more happier and innocent, since he hasn’t spent 40 years working as a men in black and having seen every alien problem. The issue was: how do we make Josh seem so much like Tommy, but be younger, fresher, and happier, but not make a joke of that? I thought Josh did a fantastic job at interpreting Tommy, as opposed to impersonating him. How’s that for a long answer?

[Laughs] That’s a good long answer. I especially love the idea of Josh Brolin playing 29.

Yeah, yeah, I know. You know what? That’s called shining a lantern on it. Just as the audience asks, “Really? Josh Brolin is playing someone that’s 29 years old?” Will asks how old he is and Josh replies “29.” Will says, “Jeez, you got city miles on ya.” [Laughs] It’s like saying, “Alright, are you satisfied audience? We’ve answered your question.”

[Laughs] You mentioned Kay’s dilemma from the first movie, where he was becoming tired and jaded. With Jay, and with Will Smith now being in his forties, do we see him going through that?

Yeah, absolutely, Will Smith is 15 years older than he was when he did the first movie, and I don’t think you really want to see Will being quite as overly energetic and naive as his character was in the first one. In fact, when Men in Black III starts, Will’s character is seeking some answers, some companionship, and a relationship from Agent Kay, and he’s not getting anything in return. Subtextually we don’t talk about it in the movie, but I think Jay has had enough. There’s a telephone conversation between Will and Tommy towards the end of the first act, where Will is asking for answers and friendship, and he’s not getting it, and that’s what propels us to the second act.

So you’re very much approach this one as character-driven, like the first movie?

All of these films, whether it’s an intended “blockbuster” or a smaller movie like Get Shorty, I think it has to be character-driven. There should be some action, comedy, adventure, and lots of aliens and villains, but if the movie works it’s going to work because people like seeing Will Smith and Tommy Lee Jones and Will Smith and Josh Brolin. I think it’s really important what draws people to the movie is the character stuff.

I talked to Rick Baker at Comic-Con and he thought what worked so great about the first movie was the surprise factor, how people weren’t expecting the movie to be what it was. With the third movie, how do you capture that same level of surprise?

Weirdly, I think this is the most surprising and emotional of the three. The way we were able to do it was with time travel, with Jay going back to 1969 to save Kay from a villain who’s jumped back in time to kill him. You get a lot of interesting character stuff with Will and Josh, since Will’s gotta convince Josh he’s his partner and Will wonders why Josh isn’t the same close-to-the-chest guy. Actually, through the film Jay often says to Josh’s Kay, “Man, what happened to you?” I think the big surprise in what Jay and the audience learn is what happened with Kay, the men in black, and what happened between the 40 years between when Will time jumped.

Did you always see this as a trilogy? It sounds like it’s coming full circle in a way, with Jay going through what Kay went through.

Yeah, this one really does feel like the third movie in a trilogy; it ties it all together. Will Smith is a big studier of films, and he always felt the most successful third entry in a trilogy is always the most emotional, and that was definitely true of the third Back to the Future, being the most romantic of the three. This one ties a lot of loose ends together. What’s really funny is, in 1969, Will Smith is Brolin’s senior partner. On the other hand, whenever you go back to your parent’s house, you still act like a kid, no matter how old you are. Even though Jay is older than Kay in 1969, just being around agent Kay is hard for him to take charge, and we usually that for both story and comedy.

Having made two sequels, what do you think makes for a successful sequel and a sequel that doesn’t work?

Well, what did not work about Men in Black II was…what we thought worked about Men in Black we were wrong about. We thought the main ingredient was comedy, and I think on the sequel we got overly concerned about comedy and not concerned enough about story, character, and emotion. I think we learned our lesson. I think Men in Black II is fine, but Men in Black III is substantially better and some people who’ve seen it feel it’s better than the first movie. It has to work on a character level, and just not on a comedy level.

I thought the second film was missing a Vincent D’Onofrio, a villain who had real menace to him and raised the stakes. Would you say Jemaine Clement brings that back?

Well, yes, thank you for asking me that. For one, on the second movie, I think we forgot to pay attention to having a really strong villain. D’Onofrio was fantastic, because he was both menacing and also very funny because he was so frustrated by earth. In this movie, Jemaine is an incredibly good villain. For one, Rick Baker‘s makeup, which took Jemaine four and a half hours every morning to put on, really turned Jemaine from the nicest human being you’ll ever meet into someone who both looks and acts really scary. He’s a really mean and great-looking villain. We learned from the second one and are back to have a really strong villain. In fact, Danny Elfman, who did the score on all three movies, is huge Jemaine Clement fan and loves every moment of Flight of the Concords. The first time I showed him Men in Black III, he said, “That villain is fantastic. Who is he?” I said his name was Jemaine Clement, and he said “no way.” Danny Elfman not recognizing one of his musical idols was very satisfying.

Danny did a fantastic job on the score, with it being reminiscent of the first movie, but also new and hip. Also, by going to 1969, it allowed me to have a lot of really great music from the era. However, some of the music I chose is not so much pop, but Velvet Underground, Cream, and a Rolling Stones I had never heard before called 2,000 Lightyears From Home, and it’s a fantastic song. What we didn’t go back to was the 1969 of drugs, sex, hippies, and tie-dye shirts; it’s more of an art and culture scene we go back to. I think you know this, but we have Bill Hader playing Andy Warhol.

 I imagine shooting some of those 1969 sets would be like a dream.

It was like a dream come true because ’69 was one of my favorite years growing up. I was a High School senior and I was at the Mets game when they won the World Series for the first time, and we reenact the end of that game, in the movie. We had to digitally build Shea stadium. The Warhol scene, which is about eight or ten minutes long, is one of my favorite scenes of the movie. Hader did a fantastic job, and Rick Baker gave him a fake nose, ear, and chin to look more like him.

I’m sure you could have a whole Men in Black movie following Andy Warhol [Laughs].

You know, I was so pissed we gave that way. I thought it’d be more fun to not give that away in the trailer, because you would have gone, “Well, of course Andy Warhol is an alien!” But we gave it away because we want people to come see the movie and it’s pretty darn funny.

I know you generally shoot with wide-angle lenses. How did that affect the 3D?

You know, I did a lot of tests because I knew we were going to do this in 3D. This may get too technical, and if so, just say too much information. We shot tests with two different 3D rigs: one made by Pace and one made by Reality. We shot the exact shots in 2D and converted. Based on the way I shoot, which is with wide-angle lenses, shooting in 2D and converting is a way better 3D look. I just loved working with the conversion process, because I had way more control than I would have shot in native 3D. In fact, I think what will make Men in Black unique in 3D is, because of the lenses I use, we actually play a lot of the movie in front of the screen. One of things that usually annoys me about most 3D movies that I’ve seen is most directors put the conversion it at the screen and all the depth is in the background behind the screen.

In Men in Black, I would say 70% of the actors are always slight in front of the screen, and it’s not like I’m throwing spheres at the screen. Because of the wide-angle lenses and putting the actors in front of the screen, it’s a very immersive experience. The audience starts to feel more in the room with the actors. Intuitively you would think 3D movies would invite you to be closer, with depth always being behind the screen, which is where most directors to put it, it makes me feel like I’m looking through a window, as opposed to being immersed in it. This is a very different 3D experience, and I think you and your readers will have an experience.

Some of your films seem like they’d lend themselves nicely to that format. Like, the Addams Family movies, for example.

Yeah! I’ve always sort of shot I was shooting in 3D, because I always use wide-lenses, have the eye-line very close to the camera, and do very little panning. I would love to see the first Men in Black, the Addams Family movies, and, as a cinematographer on these movies, I would have also love to see Raising Arizona and Throw Momma from the Train in 3D. In a weird way, both of those films are 3D rides, even though we shot them in 2D.

[Laughs] I would definitely see Raising Arizona in 3D. To close on, obviously we discussed the problems with the second movie, so what would you say to fans who are maybe skeptical about a third film because of the last one?

I would say they’re right to be skeptical. I don’t think we delivered what we should have on Men in Black II, and I admit that. I think it was a good movie, but not good enough. I think that Men in Black III is as good or better than the first movie. I think it’s got a fantastic story, great characters, and the 3D is unlike anything you’ve seen. Don’t go into Men in Black III thinking you’re going to see Men in Black II, because you’re going to see Men in Black I.

Men in Black III opens in theaters on May 25.


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