Third 'Men' has surprising wit, charm and heart

"Men in Black 3" is quite remarkable. It is the second sequel to a film that came out 15 years earlier — heck the first sequel came out a decade ago — that actually manages to match and, in some ways, surpass the original.

The first "Men in Black" presented the idea that aliens are among us. A secret government agency makes sure the public doesn't learn this and protects against the more hostile extraterrestrials. Essentially, it is "Ghostbusters" with aliens.

Featuring a clever script, imaginative visuals and great chemistry between stars Will Smith and Tommy Lee Jones, "Men in Black" was an immensely entertaining film. The same could not be said of the forgettable "Men in Black 2," which merely recycled the dynamic between Smith and Jones, but added nothing to it. It is telling that the best laughs in that film came from supporting characters.

Things don't look very promising in the all-too-familiar opening scenes of "Men in Black 3" with Partners J (Smith) and K (Jones) still battling aliens and bantering the whole time. We've seen Smith and Jones do this schtick before and, in those initial scenes, the screenplay by Etan Cohen offers little to justify a third go around with these characters.

Thankfully, things get shaken up in a big way when Boris the Animal (Jemaine Clement), one of K's former adversaries, breaks out of his moon prison, travels back to 1969 and kills K. It is now up to J to travel back and save the young K (Josh Brolin) and prevent an alien invasion in the present.

Once things shift back to 1969 things become interesting, thanks largely to an inspired performance by Brolin as a young Tommy Lee Jones. It is an extraordinary bit of mimicry. Brolin has Jones' voice, mannerism and demeanor down cold. It is worth the price of admission just for him.

Giving the ever charming Smith a new person to play off of makes things feel fresh again, and the dynamic between young K and J has a different tone than the one between Jones and Smith.

Clement, of the New Zealand comedy music duo Flight of the Conchords, is buried under makeup, but gives a funny and frightening performance. "Men in Black" had a formidable villain in the form of Vincent D'Onofrio. Laura Flynn Boyle in "Men in Black 2" didn't cut it. Clement delivers a memorable baddie and that's central for making a film like this work.

Griffin (Michael Stuhlbarg), an alien with the ability to see every possible variation of the future at once, is the other major character that gives the film a comedic, whimsical boast. Stuhlbarg makes Griffin sweet, naive and slightly absent minded, but at the same time wise and knowing. It is a wonderful performance that is rather special.

There's also nice, but too brief, supporting performances from Emma Thompson, as the new head of Men in Black, and the invaluable Bill Hader as Andy Warhol.

Once again director Barry Sonnenfield, returning for the third time, creates a zippy pace. He nicely showcases his special effects, which successfully blend computer-generated visuals with practical effects and makeup.

As the film races to its conclusion there's a great sense of fun, but an unexpected emotional turn in the final scenes adds a depth to the film that no one will see coming. These concluding moments even improve upon the opening scenes. For the first time in the series, there's a real sense of poignancy that makes the film so much more than just a quickie cash-in sequel.