05/23/2012 08:26 am ET Updated May 24, 2012

Barry Sonnenfeld, 'Men In Black 3' Director, On The Failures Of 'Wild Wild West'

Barry Sonnenfeld was on quite a roll in the late '90s. The director -- who began his career as the cinematographer for Joel and Ethan Coen and made his directorial debut with "The Addams Family" in 1991 -- was riding high following the certified hit "Get Shorty" and the blockbuster Will Smith-vehicle "Men in Black." Smith, for his part, was on a remarkable streak himself: starring in a string of box office hits that included "Bad Boys," "Independence Day," "Enemy of the State," and the aforementioned "Men in Black." What possibly could go wrong for either of these two men?

Try 1999's "Wild Wild West."

Thirteen years and three movies later, Sonnenfeld is back in the director's chair for "Men In Black 3," which reunites him with original stars Smith (starring in his first film since 2008) and Tommy Lee Jones. This time around, Agent J (Smith) has to travel back to 1969 to save Agent K (Josh Brolin, channeling a young Tommy Lee Jones) from a time-traveling villain named Boris the Animal ("Flight of the Conchords's" Jemaine Clement). The director has read the same stories you have about the rewrites and Smith's now infamous trailer -- and he would like to set the record straight. He'd also like to explain, in detail, why "Wild Wild West" failed as a movie.

Hi, Barry.
Hey, wake up!

It is early.
Where are you at?

New York City.
Well, that's not an excuse. All right, how's it going, buddy?

Good. I saw you on Letterman Monday night. That seems stressful.
I kind of like it. Did it seem arcane and off?

I've just heard that Letterman can be an imposing presence.
Right. Well, that's the ninth time that I've done the show and he's my idol. I really like him and we actually talk during commercials, which is practically unheard of. You know, you get pre-interviewed. The producer says, "Dave's going to ask you about this." And then I get on there and Dave never asked me anything that was on the list and we start freeballing it. I find it fun. But you never meet Dave until you're on the stage.

I'll admit, in the last few years I haven't been thinking, I need another "Men in Black" movie in my life. Once I was watching, however, it was fun to see those characters again. But is that a concern? That the audience has forgotten about this franchise?
You know, I don't know. I'll let you know on Saturday. But the truth is that everyone has seen the first two. Even people who haven't been born when the second one came out -- you know, even over those ten years. I think most kids have seen them on DVD or cable. So everyone is aware of the franchise. And I think that Tommy Lee Jones and Will Smith have always been really good together and they're sort of an iconic couple you look forward to seeing again. So, I'm not that worried about that; I think people will want to see it. When they hear about Josh Brolin and they also hear how emotional the movie is and, I think, satisfying -- I think it will do well.

And this is Will Smith's first movie in four years. He was very involved in the script and I'm wondering if that had something to do with it. Like, "I haven't made a movie in four years so this needs to be perfect"?
No, I think that Will feels that it doesn't matter if he's made a movie in a while or a movie next week. Will and me and everyone working on a movie should want it to be perfect. I think that Will not being in a movie in four years might be exciting. Or, it might be, as you say, you know, "I haven't seen Will and I forgot if I want to see him." But I think people are going to want to see him. This is the fourth movie I've done with Will and each one of these premieres seemed bigger, louder and larger in terms of people's desperation to touch and see and be photographed with Will Smith than any of those other three movies. So, I don't think so.

So is there pride for you? Like, "Hey, world, I'm bringing this guy back"?
You know, I feel pride in bringing back the entire movie. I love working with Will and, over the years, he has become a good friend. But, I'm real happy to show "Men in Black 3" -- which I feel is as good, or better, than the first one. And that's, for me, what I wanted.

I've heard you say that the middle of the script had to be rewritten after filming had started. What was the biggest difference between the original script and the final product?
Well, let's talk about all three movies. OK?

When I first came on to the first "Men in Black," before I was involved or Will was involved, the script took place everywhere but New York. Lawrence, KS, underground with giant queen bee colonies. In Las Vegas, in Washington D.C. -- never in New York. I spent more than two years getting the script changed. I left, I did "Get Shorty," I came back and arranged for the script to be rewritten many times. Literally, the script I read for the first "Men in Black" and what you saw was an entirely different movie. except that there was this organization called the Men In Black -- and some of the lines were the same. But no one wrote about the years it took to get "Men in Black" to the screen because it's a process of making a movie. Everyone wrote about what a disaster "Titanic" was going to be...

Well, that did quite well.
It's not about the process; it's about the end movie. In "Men in Black II" -- the first one is the only one I was actively involved on, until this one -- I was handed the script with a release date, so we had to start shooting. And in the script that I initially got for "Men in Black II," Tommy Lee Jones' character didn't appear until page 62, halfway through the movie. And the movie had zombies in it. I did as much work as I could before we started shooting. And the movie wasn't as good as it should have been because we didn't do the process that we did in "Men in Black 3." Which is to say: We have a really great idea; we have a great first act; we have a fantastic ending. But the middle scenes, with Josh Brolin and Will Smith, were very complicated because of the nature of time travel. And because it's Will Smith and because it's a movie that hasn't come out in ten years, everyone decides it's an issue. What these writers are writing about is the process of making movies. You can accept that, you can make fun of it, but that's how movie get made.

I will agree the coverage got out of hand in concern to Will Smith's trailer.
Let's talk about that. Will Smith had that trailer in New York City on three movies: "Men In Black II" when we shot in New York, he had it on "I Am Legend" the entire time he was shooting, and he had it on the set of "Men in Black 3" for months. Until the New York Post had a slow day and decided that this was the most important story. And then, like lemmings, reporters only report on other reporters work. So, there you have it.

You address race, in regards to the past, in this movie. Something you also did in "Wild Wild West," but I think it's done much better here.
We wanted to address it in a very ... we didn't want to make going back in time about that. We felt that what's interesting is, for older people, race is an issue. So, we decided to have it be part of the era, but not the raison d’être for going back there. The real reason for going back to '69 was, if you're making a movie about aliens and going back in time -- what was the most perfect time? It was when we became aliens for the first time and left out gravitational pull and actually set foot on another planet. Therefore joining the whole alien social network. And that brought with it music, Warhol and racism. But racism is a small part of it. And it's better than "Wild Wild West" because it's sort of thrown away more, actually.

You managed to sneak Shea Stadium into the movie again.
Yeah, that's the second time. You know, I was at Shea when the Mets won the fifth game of the World Series. It always felt really special to me. I played hooky, I was a senior in high school. So, that's one of my favorite scenes. And I love anytime we have an alien that has a more magical or moral stance -- not that he's just mean or scary.

Speaking of, it was nice to see Michael Stuhlbarg in this film.
I love him in the Coen Brothers' "A Serious Man." And I think he's very good in this movie.

There's a scene at the end that brings the whole series full circle. Without getting too specific, why did you want to do that?
Will and I felt the third movie in a series -- especially in a trilogy -- is always the most emotional. You know, "Back to the Future's" third was better than the second and was sort of the most romantic. And this is an ending and story that Will had come up with on the set of "Men in Black II" one night. He suggested a version of this story -- time travel -- and basically a version of this ending. Not the specifics, but the emotional specifics. You know, I always thought the first "Men in Black" had a lot of emotion when Tommy Lee Jones said, "I haven't been training a partner, I've been training a replacement." Then he asked to be neuralized -- then the next day in the newspaper you see that Tommy is reunited with his girlfriend from 35 years ago. So, I've always felt the movies work best when they have genuine emotion. And this one has a lot of that.

You mention "Back to the Future." I noticed Pitbull's song for this film, "Back in Time," has the same title as one of Huey Lewis and the News' song for "Back to the Future." Was that intentional?
No. That was not intentional. But, the first time I tried to find the Pitbull song, I found the Huey Lewis song on Google. So, that's when I found out. It's obviously a very different song. If it was intentional, you'll have to ask Pitbull.

You had a nice run of movies up until "Wild Wild West," which people didn't like. Did it change you as a director? And did you learn anything from that experience?
Eh, it didn't change me as a director. I mean, I learned some things.

What did you learn?
Well, there are several things that I learned -- or it was confirmed to me by the process. One is, you never want two funny guys in your comedy. You want Tommy Lee Jones and Will Smith; you don't want Jerry Lewis and Will Smith. And Kevin Kline had a hard time being the straight man in rehearsals. And Will and I realized that it was going to mean that Will had to become the straight man -- because Kevin wasn't going to go there. And Will and I share that comedy chemistry balance, so Will was kind of the straight man in that movie and Artemus Gordon was kind of the wackier one. So that is the first thing that throws off the tone a little bit.

Second thing is very much about tone. I felt that the tone changes in the movie when the spider comes in -- that it ended up being too large. I think, weirdly, that in 2012 it actually might have been better received. But the idea of mixing two genres -- the science fiction and the cowboy genre -- was slightly ahead of its time. And, in addition, the spider was too physically large. It took you out of the reality of the story.

And then the third thing is, we never had a really good script that finished strong. And I fought very hard, but not hard enough, to lose the entire Will Smith in drag sequence. But, Jon Peters, who was the producer, was insistent on it. And if this had been ten years later, or fifteen years later, or now, I would have said, "You know what? It's either out or find yourself a different director." But, at the time, he was a very powerful producer at Warner Bros. and I let it happen. And I think the movie really falls apart. And it deserved to fall apart at that point. You lose any sense of danger, reality -- you don't know as an audience member totally, "Is this a comedy? Should I be worried? Is Will going to get in trouble?" Once you lose an audience and change tone on them -- for better or worse -- I mean, there are comedies I've seen where, in the third act, the tone becomes very serious. And that's equally as deadly. So, what I learned in that movie is, "Don't do a movie you don't believe in 100 percent." And make sure the tone is consistent throughout.

Mike Ryan is senior entertainment writer for The Huffington Post. He likes Star Wars a lot. You can contact Mike Ryan directly on Twitter.

Will Smith 'Men In Black 3' Photo Call