Director Barry Sonnenfeld (GET SHORTY, ADDAMS FAMILY) brought Lowell Cunningham’s offbeat Malibu comic book MEN IN BLACK to the big screen in 1997, exploiting the terrific chemistry between FRESH PRINCE Will Smith’s hip secret agent “J” and his crusty, country music lovin’ counterpart “K”, played by Tommy Lee Jones—who starred in UNDER SIEGE, BLOWN AWAY, THE FUGITIVE, NO COUNTRY FOR OLD MEN and VOLCANO, in case you’ve fucking forgotten.

Occurring a decade after the events in MIB II (and fifteen years after J’s enlistment), MEN IN BLACK 3 has our favorite sci-fi G-men on the heels of a new cosmic crook, Boris the Animal (Jemaine Clement), who escapes from the moon’s Lunar Max prison during the prologue.

Remember the chattering Cenobite from the HELLRAISER series? Give him Randy “Macho Man” Savage’s mullet, Tommy Chong’s beard, and a pair of microscope lenses for eyes, and you’ll get a mental picture. The gnarly villain also has molars for incisors, shoots spikes from his palm like an X-MEN mutant nasty, and is a fucking parkour expert. K’s meddling cost Boris an arm back in 1969, and apparently his species aren’t into the whole forgive-and-forget thing. So Boris pulls a Biff Tannen and travels into the past to undo K’s efforts, thereby ensuring a successful hostile alien takeover of Earth in 2012. Hello, Mayan apocalypse!

J gets hip to the scheme when K abruptly vanishes from the present day. He’s Will Smith, after all; he battled viral zombies in I AM LEGEND and alien marauders in INDEPENDENCE DAY, so he’s got this shit. Why he still has any memory of a man he supposedly didn’t work with (even though he did for fifteen years) passed me by. Everyone else in the alter-2012 thinks young K (Josh Brolin) died stopping Boris in ’69. I guess it has something to do with the fact that J and K were having a phone chat at the precise moment when K gets erased. Fuck it. Whatever the reason, J notices old K isn’t around for pie and small talk anymore, so he opens a can of Whoop-Ass, tracking Boris into the past to set things right. Assisting him is a fifth-dimensional being who can perceive all possible outcomes of every moment along the space-time continuum at once. And who wears a Sherpa hat and plaid pants and talks like a tree-hugging mental patient and kind of resembles fuckin’ Frodo.

Notable sequences and set pieces include a Mexican standoff in a Chinese eatery, a party-crashing at a “happening” thrown by Andy Warhol, and a climactic chase / fight at Kennedy Space Center, where the crew of Apollo 11 await launch for their historic moonwalk. MIB III also features Coney Island’s Wonder Wheel, in the iconic amusement park ride’s best movie appearance since 1979’s THE WARRIORS.

Bo-ris! Come out and play-yay!

The popular party worms seen in prior MIB entries appear here only in passing. The likeness of Frank the Pug graces a large photograph and circus poster, but the talking dog doesn’t turn up. The most glaring absence is that of Tony Shalhoub’s head-sprouting pawnshop proprietor, Jeebs. Alice Eve and Emma Thompson both look great in black suits, but neither holds a candle to fuckin’ Linda Fiorentino or Rosario Dawson, who played J’s love interests in MIB and MIB II.

And hey, that’s SLEDGEHAMMER’s David Rasche as head of MIB in 1969. Justin Beiber and Lady Gaga also make cameos, apparently—but I didn’t notice them and wasn’t looking, because who gives a shit? Both fit well in an office tasked with processing the galaxy’s goofballs; Michael Jackson popped up in 2002. Maybe Beiber and Gaga will die in seven years. Brolin’s take on 29 year-old K is spot-on; he gets Tommy Lee Jones’ mannerisms just right, Hoss. He’s come a long way from GOONIES, eh? And he starred with Jones in NO COUNTRY FOR OLD MEN. So that’s like, what—one degree of separation on the Kevin Bacon scale.

The 3-D treatment hurls giant fish off the screen—along with skyscraper steeples, Boris spit, and laser lights in an electronics store (the green beams tickle the eyes). The computer-generated effects are passable at best, putting them on par with FX in the earlier films. Agent J uses a motorcycle with one giant wheel that surrounds its rider, but we saw that shit in ATTACK OF THE CLONES and REVENGE OF THE SITH, so subtract a couple points for lack of originality.

The script isn’t as smart as writer Etan Cohen might think. Sure, MIB III toys with the conundrums intrinsic to temporally-affected actioners (TIMECOP, STAR TREK IV, TERMINATOR, etc.) milking several what-if moments for desired effect and bouncing them off MIB’s now-familiar ray gun technology. The screenplay is more successful in its spelunking of Sixties’ hippie culture and racial tension: Agent J hesitantly salutes a Black Panther and berates a pair of dumb-and-dumber traffic cops for profiling him, only to have his civics lesson back-fire. Cool, but I could have used at least one “Neuralize this, motherfucker!”

The clever, lump-in-throat ending ties the series up nicely with a big black bow and will make you gasp “Oh hail naw!” along with J. I’ll admit it snuck up on me. So if you’re wondering “Who is that guy? Why are they making a big deal out of him?” just hang in there and wait for it.