Let me preface this review by saying that I wasn’t the biggest fan of the previously two “Men in Black” movies. But I was certainly in the minority. The first “Men in Black” earned just under $600 million at the box office. The sequel brought in another $440 million. Obviously expectations are high for this third installment and it’s $300 million budget. Both Will Smith and Tommy Lee Jones are back as is director Barry Sonnenfeld and Steven Spielberg as Executive Producer.

It’s been almost 10 years since we last saw Agent K (Jones) and Agent J (Smith). K is still the stiff-as-a-board, emotionless, straight-shooter, J is still a rapid-fire wisecracker with attitude to spare, and aliens are still on earth masquerading as humans. They both still serve as operatives working for a secret agency commissioned to protect the Earth from alien threats. This time their main threat is an alien named Boris (Jemaine Clement). Agent K apprehended Boris back in 1969 and put him in a lunar prison designed specifically for him. But Boris escapes and travels back in time to kill Agent K before he is able to thwart his original plan. After noticing K’s absence and a difference in the timeline, J travels back to 1969 a few days prior to K’s death to protect him from Boris.

The movie starts off looking and feeling just like a “Men in Black” film. Funny exchanges between K and J and alien confrontations get the movie off on the right foot. There’s also a really cool time travel sequence as J heads back to 1969. It’s here that the movie both introduces it’s biggest asset as well as hit it’s biggest speed bumps. Josh Brolin plays the younger Agent K and he is fantastic. I swear there were times where I completely believed I was watching a younger Tommy Lee Jones instead of someone doing a Tommy Lee impersonation. Whether it’s his accent, his nicknames, or facial expressions, Brolin nails a 29-year old Agent K.

But while Brolin shines, the story really spins it’s wheels. There are a few back-in-time set pieces and late 60’s details that are fun but they get lost in the story that’s really pretty flat and lifeless. The humor loses it’s pop and seems to rely much too heavily on Will Smith’s quick wit. There’s great chemistry between Brolin and Smith but even it gets bogged down in the sometimes drab exposition. I have to admit, I found myself struggling to stay focused and interested in what was going on especially when an all-knowing alien named Griffin (Michael Stuhlbarg) enters the picture. I did enjoy Emma Thompson and Alice Eve as the older and younger Agent O and the movie is a visual delight. I just wish there was more energy and substance to go with the movie’s stronger points.

While I did have issues with the middle of the movie, it was almost made up for by a really good and surprisingly tender ending. There’s no way I can go any further without spoiling things, but I’ll just say that it makes you look at all three “Men in Black” movies from a different perspective. The ending is well conceived and even though there were a few questions that immediately came to mind, it really worked for me.

“Men in Black 3” most certainly isn’t a great movie but it’s definitely an upgrade over the almost unwatchable second film. Then again, that’s not really saying a much. MiB3 starts off strong and has a nice ending but it’s what’s in between that keeps it from being as good as it could be. Brolin is the highlight and he’s a lot of fun to watch. There are also some other pretty good performances. As I mentioned, the visuals are high quality, exactly what you would expect. But none of these pluses can outweigh the minuses. There’s just not enough substance or humor to make this anything more than an okay movie.