What Men in Black III Learned from the Second Film's Mistakes

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Barry Sonnenfeld has been making Men in Black movies for 15 years. We were lucky enough to talk to him one-on-one and find out the secrets of making a Men in Black movie. Including what Sonnenfeld learned from the much maligned second flick, why some MIB staples aren't in the third film, and how the series has changed over the many years.

Plus find out what Frank the Pug used to do, before he became an Agent.

How has the process of making Men in Black movies changed since the first movie?

Barry Sonnenfeld: I'll tell you first about the technical process, and then I'll tell you about working with the actors. The technical processes in 15 years has gotten much faster, much more powerful and the storage is much larger. Which allows us to build less sets, and to build bigger environments where only 5% and 95% percent is literally created in the computer.


In Men in Black 3 there are three of these scenes: When Will jumps off the top of the Chrysler building holding on to the time dial. When Will Smith and Josh Brolin go to visit Shea Stadium which doesn't exist anymore. And the third time was the entire Apollo Moon launch — which even if that scaffolding still existed, they would never let us shoot there with a loaded rocket ready to take off to the Moon.

Those three scenes we wouldn't have even written them into the script [15 years ago]. It would have been a different ending, a different idea. Because you never could have shot those sequences 15 years ago. In one way you get to play in a bigger world. And if we do Men in Black 4, we can maybe go to other planets.


In terms of the way I work with the actors, that's pretty much remained the same. Myself, Will and Tommy have all become very good friends. We didn't see each other for 10 years, but when Will and Tommy and I met for the first time on this movie, it's as if we've taken a long movie without each other and we're just coming back to check in. So the great thing is the shorthand I have with Will and Tommy, and now [Josh] Brolin is just great. And it allows me to direct very quickly.


What did you learn in those 15 years about the Men in Black franchise?

I learned what works and doesn't work for our movies. I thought the first movie was really good. And I think we made the mistake a little bit in the second movie of thinking that the first movie was more of a comedy than it really was.


I think in the second movie we made two mistakes. One is it got to be too much of a comedy. Frank the Pug singing "I Will Survive" works a little, but we went back to that well too much. Second of all we forgot that your heroes are only as good as your villains are strong. We did not have a strong villain in the second one. In first movie we had Vincent D'Onofrio, who is great. And Jemaine Clement is great in this one, and I think that Johnny Knoxville and Lara Flynn Boyle were good, but not a real threat. And then the third thing we realized was that these movies all work on really good stories and really strong emotions. Men in Black 3 is probably the most emotional of the three.

Why did you decide to leave out the staples like Frank the Pug, Jeebs, and the noisy cricket in the third film?


We felt that, just like what I was saying about Men in Black 2, we didn't want to go back to the same well. We didn't want the movie to feel stale, we didn't want to go back to every single same character. So we kept the worm guys, but Frank is only in one shot as a photograph. We didn't keep Rip Torn as Zed, but I think we have a new, wonderful leader with Emma Thompson. We lost Jeebs, because even though I think he's fantastic, but again it would be going back to that character for a third time. And instead we have this wonderful character Michael Chernus whose dad knows the secrets of time travel, and gives Will the time travel device. I found him to be a great addition to the movie. And that's not to say if we ever did four, that you wouldn't see Frank The Pug, for instance. But we wanted to mix it up and make the movie not feel stale. So you don't go, "Oh God, here comes the dog."

I caught a snippet of Frank in the 60s in an poster advertisement at Coney Island.


Well the big Frank moment is in Will's apartment. But yes, that is Frank the Pug. This is our secret backstory, until he got recruited he was the Incredible Speaking Dog in Coney Island.


What was one thing retro trope from 1969 that you were insistent on putting in the film?

For me, it was Andy Warhol, I thought Andy Warhol was going to be great. I thought Bill Hader was fantastic. Some people were worried that kids wouldn't know who Andy Warhol was, but I thought A, they would and B, it wouldn't matter because it would work anyway.


We loved the giant neuralizer. What other retro tech did you enjoy creating?

I told the prop guys that my feeling about technology between 1969 and 2012 is basically the size of the batteries. Everything in 1969 was oversized to accommodate the batteries of the era. So Josh Brolin's cell phone is way too huge. His portable neutralizer requires a battery pack with a wire to keep it running. I felt that the monocycles were very cool and had a bit of a steampunk attitude. So we were constantly playing with the size of batteries.


Men in Black 3 is in theaters this weekend.