Barry Sonnenfeld has been a cinematographer for the Coen Brothers (Raising Arizona, Miller’s Crossing), a director (The Addams Family, Get Shorty) and a TV producer (The Tick, Pushing Daisies), but he is perhaps best known as the director of Men in Black. A very loose adaptation of a Malibu (now owned by Marvel) comic book from 1997, the film further launched Will Smith into superstardom. Fifteen years later, Sonnenfeld has returned to the franchise for a third outing, and we spoke with Barry about all things MIB… including neuralyzing any memories of MIB II from our brains.

Nerdist: No disrespect to Men in Black II, but MIB3 seems to make a much better connection with the first film than the second. Was that intentional?

Barry Sonnenfeld: Absolutely. We were trying to match more of the tone of the first than the second film. On that second film, we sort of forgot a few things. The second film, I think, tried a little too hard for “comedy,” and also the first and third films have very strong villains. The second film, although Johnny Knoxville and Lara Flynn Boyle are funny, they’re not really quite strong enough to make your heroes be heroic. I think we learned our lessons and went back tonally to the first film.

N: Speaking of the villain, Jemaine Clement is almost unrecognizable in this role, and that’s not just because of the prosthetics. What was the process like working with an actor so well known for comedy and turning him into an imposing villain?

BS: You know, it’s funny because originally we hired Jemaine, besides that he’s tall and has this great deep voice, we hired him for his comedic and improvisational skills, and then I remembered, “We don’t really want the villain to be that funny and I don’t do a lot of improv on the set.” Having said that, we had Jemaine, who was just fantastic. First of all, there was the five hours of Rick Baker prosthetics everyday. He did several things. First of all, his voice is fantastic in the movie, and we treated it a little bit in some points to actually diphthong his voice during a sentence. But I like that he’s so erudite and angry in 2012 and kind of naive and stupid in ’69. He plays two very different versions of himself. He also actually did come up with some very funny and off-beat moments. There’s a moment where he’s at Coney Island and these hippies start laughing at him. Jemaine looks, because he’s never known what that thing is, that laughing thing, and we get to see his character laugh for the first time in his life. Which was totally Jemaine’s idea and I love it, because it’s so off-beat. Jemaine brought just so much to the part and I owe him a great deal of thanks, because we finally had another good villain, like Vincent D’Onofrio was in the first one.

N: Will Smith is a lot more serious in this film than the last, and his character seemed to understand the stakes if he failed; how did the two of you approach Agent J this time around?

BS: Will and I felt that a) he’s fifteen years older as a person than he was when we did the first Men in Black and b) he’s had fifteen years of aliens and saving the world. So although he has that same great energy and personality that he brings to every movie, we didn’t want him to be goofy or rookie or be doing a lot of screaming or going “Woo!” or that kind of stuff, because Agent J is not that guy anymore. He’s still got a tremendous energy and love of life, he’s just not a rookie. So that was something Will and I worked on a lot in his performance: without making him bored or flattened out, he’s just not 27 anymore.

N: There have been numerous reports of script problems and last minute rewrites on the script. How much of a challenge was the film with all of the last minute changes?

BS: You know, all movies go through a lot of drafts, and on this one, everyone just decided to make a bigger deal out of that. What I would say is, what made finessing the script harder on this one is that we were combining two genres. We were combining a Men in Black movie and a time travel movie and we had never done a time travel movie before. I can’t tell you how many times we watched Back to the Future. But the thing about time travel is you have to really set up the rules. You have to make sure the audience understands the rules. You have to make sure the characters understand the rules and you have to have the audience understand why the characters are doing the things they are doing to achieve what they need to do. And you’ve got two different Borises, you’ve got Young K and Old K. So, making these movies are hard enough and making a time travel movie is double hard. And putting them both together is quadruple hard. That’s what took a lot of drafts, because you’d think you solved a problem in the second act and then someone would wake up at 3:00 in the morning and go, “Wait a minute, we can’t kill him first, then the other one dies too.” So obviously in a perfect world you work that out [in the script] ten years ago.

N: You’ve managed to make a non-intrusive 3D experience with this film. You chose to use post-conversion for the movie; what led you to that choice?

BS: I’ve always “seen” in 3D. If you look at the movies I shot for the Coens or you look at Addams Family or the first Men in Black, all those movies could convert. I’d love to see Raising Arizona converted to 3D. I wanted to release this movie in 3D. So in pre-production I shot tests with every 3D rig, and I also shot in 2D the same exact shots and converted. For me there was no comparison. If you know what you’re doing and you’ve designed everything ahead of time, (and) everything you shot looks like it’s supposed to be in 3D, then conversion is much better for the following reasons: The rig is much smaller, I can move the camera faster, I can use wide lenses, much wider than the 3D rigs would let me use. You can’t shoot on film in 3D; you can only shoot on film in 2D. The other things is, if you shoot in native 3D, you have to pick the inter-ocular separation ahead of time, which is how far apart the two eyes are, which is what gives you the sense of depth. Because you have to pick that ahead of time and can’t change it, most people set the interocular separation very narrow, otherwise it can give you a headache or make things look like miniature. So then you look in a lot of 3D movies and all of the 3D depth is way behind the screen, because that’s where they had to decide to place it before they made the movie. Because I’m controlling all the 3D after I’ve cut the entire movie together, I know how much I can play with each shot and blend it in and not give you a headache. It makes no sense to me to shoot native 3D, because you look at what we did and you can’t say, “Oh that doesn’t look like they shot it in native 3D.” You just say, “Wow, that’s a good looking 3D movie.” So I think that whole post or conversion controversy is done between Titanic and what we did.

N: How do you think the 3D will help the audience engage with the film?

BS: Because of the lenses I use, I play a lot of scenes, it’s not aggressive, but in a lot of the scenes the actors are slightly in front of the screen. If you look at the frame and the curtain you’ll see that the actors are floating in front of it and not behind it and that unconsciously immerses the audience into the scene with the actors. Even that scene where Josh Brolin and Will Smith are just sitting at the diner talking about how Brolin met O: They are actually in the audience in that scene and I think it’s very unconscious, but it’s very effective.

N: Your visual style as a cinematographer and director has informed many modern films and comedies.  How does it feel to know your works have left a lasting impression on cinema as a whole?

BS:  Well, thank you very much for that statement. It’s funny, I wasn’t sure that they are. I find that most modern comedies are shot with multiple cameras and not particularly good lighting, because they’re shooting for multiple angles at the same time. There are pieces of noses and awkward angles, and I find most modern comedies almost aggressively shot without any visual style. For me I just don’t see that way, I’m sort of a control guy. I shoot single camera, line up the shots, line up the eye lines. I will say, I think it’s a specific look that I sometimes see in other directors or cinematographers. I’ve always been a wide angle guy but my inspiration was Dr. Strangelove. I mean, Kubrick didn’t move the camera the way I use the camera and he doesn’t sort of use the camera as a participant in the movie the way I do, but in terms of the formal framing and the tableau and the use of master shots to stay on when it’s working and not to overcut a scene – those are things I learned from Kubrick, weirdly enough. You wouldn’t call him necessarily a comic genius. I would say I’m very moved and thankful for your comment and I would have to say, back at you, Stanley.

Men in Black 3 is in theaters today. You can enter to win a replica of the second film’s neuralyzer through Nerdist News (with bonus entries at the Nerdist News Facebook, Twitter, and Google + pages) and you can also sign up for Nerdist News to get articles like this first thing every morning.