It’s been 10 years since Will Smith and Tommy Lee Jones were seen battling aliens as Agents J and K. This week, the iconic duo returns in Barry Sonnenfeld‘s Men In Black III, with Josh Brolin playing a younger, slightly more optimistic version of Jones’ K. We recently got the chance to chat with director Sonnenfeld. He told us about the process of casting Brolin, why he refused to shoot in native 3D, and how technology made everything much easier for him this time around.

Check out our interview with Berry Sonnenfeld…

What was the biggest challenge on MIB III that you didn’t have in others?

Barry Sonnenfeld: Technology made it easier. It’s always the story on any movie. The hard part is getting your story together. Until you have your story, it’s really hard to finish propping a movie. It’s hard to figure out who to cast. It took us a long while to get the script right. I kept saying to Sony, “What a director needs is a script.”

One day Will [Smith], who really is my partner and best friend and ally on these movies, said, “Hey Baz, they know what a director needs. They know you need a script, we just don’t have one yet.” My wife would say, “Barry, if you tell one more person that what you need is a script, I’m going to throttle you.” The good news is that you can look at the movie that we made and not say, “Wow, it sure looks like they didn’t know what they were doing.” We got along great – Will, [Josh] Brolin, Tommy [Lee Jones] and myself.

You have a situation where the actors totally trust the director. The director loves the actors. We had a fantastic first act and we knew what our ending was suppose to be. We had a great ending. Most movies run into trouble in the second and third act when you’re writing a script. A lot of reasons that happens is you keep fixing the first act. You run out of time and you never get the second and third act right because you keep going back. I would say our biggest challenge on this movie was story. Least challenging was the casting, shooting or technology. I loved what we did with the 3D. I knew how I was going to shoot the 3D. I feel our 3D is unique to any movie you’ve ever seen in 3D. I was very confident about all that.

Did you ever worry that the project was going to fall apart?

I’m trying to think of a film I didn’t worry that it was going to fall apart. When we did Get Shorty we were ready to go, everything was set. This was after seven years of getting someone to let us make Get Shorty. No one wanted to make it. Right before we were shooting the studio said we had to lose $250,000, which was a lot on that movie, or they weren’t going to make it. There were a few days of horror on that. What I did on that movie was that I volunteered to take out what I knew was their favorite scene. I said, “We’re back on budget, we’ve taken out the scene with Ben Stiller, Gene Hackman and John Travolta.” They said that they loved that scene and we couldn’t take it out. I said, “You can’t have it.” They said, “We have to have it.” I said, “You cannot have that scene, it’s too much money.” The president said, “I’m the president of the studio, what is going to take to have that scene?” I said, “$250,000.” He said, “You got it.” [Laughs]

And by the way, the scene is not in the movie and it is the best scene, but it came out after several other scenes that were similar and the audience, I think, was getting bored. I took it out. You can see it at the end of the DVD. My point is, there were a lot of big challenges because the movie is about time-travel. What happened is we started the movie on a certain date because we wanted a) this to be Will Smith’s next movie and he was circling some other movies, and b) we didn’t know if the tax investment credit in New York State was going to continue. If we lost that, we lost tens of millions of dollars making this movie not able to be made for the right budget.

We knew we had a great first act, we knew we had a fantastic ending and we shot and went on a long hiatus. Now you’re in panic mode because you gotta start up again. I remember reading nothing but horrible stories about Titanic. I remember people going to see Titanic just to see how bad it could be. So, all these movies are hard. This movie was harder than a lot of them because there was a lot of pressure. We were reinventing a franchise and we’re doing time travel. What if we screw up and Josh Brolin is no good and the audience hates us for breaking up a fantastic and iconic duo which is Tommy and Will? That was my single biggest concern.

We never felt this was a one-hander. We always felt Will is only as funny as Tommy allows him to be. Gracie Allen-George Burns. We’re now taking Tommy out in the middle of the movie. We have to replace him with someone who feels equally perfect as Tommy, but on the other hard, isn’t Tommy. It was my suggestion to hire Brolin. The second I saw him I said, “I can’t wait to see what your head looks like in 3D.” He’s got the largest head, only second to Tommy Lee Jones of any actor in America.

It was hard. They were all hard. The only one that wasn’t hard for me was Big Trouble. 59 great nights of shooting, but it didn’t make any money. 11 days before it opened The Towers went down and we had to guys that had stolen a suitcase with a nuclear bomb so that wasn’t going to go anywhere. This one was hard, but not harder than others.

Was there ever any consideration of not casting a younger actor and maybe doing the Tron: Legacy technology by having Tommy play a younger version of himself?

Never. I felt the joy of going back in time was to make it feel like a different movie. If we had Tommy doing that it would start to feel like the other MIB movies. I think that going back in time and seeing young K and it not being played by Tommy Lee Jones was the best choice.

Did you try to direct Josh Brolin the same way you directed Tommy Lee Jones?

Well, I direct all of the actors the same way which is basically saying “flatter and faster,” except for Will where I would go, “flatter and more urgency.”

A lot of the Josh Brolin direction happened before we started. Josh and I spent a great deal of time saying that this couldn’t be an impersonation. It had to be an interpretation. What is amazing about Josh’s performance is that he looks like Tommy, he’s wearing prosthetic ears and a prosthetic nose to look a little more like Tommy, but they look very similar. If you look at Tommy when he was in his late-20s, he looks similar to Josh Brolin. Brolin can sound a great deal like Tommy. Everyone thinks Tommy has this flat voice, but it’s actually quite musical. There’s a real lilt and beauty to Tommy’s voice that you guys have probably never experienced.

The challenge for Josh and myself was to figure out to what extent is he a different guy because he’s 40 years younger and the event that changed him hasn’t happened yet. Josh and I felt it should be old Tommy, but a little bit more optimistic. Not a totally different guy, not like he’s Jerry Lewis. Before we started, some people felt the whole joy was to see a very different guy. I was very fearful that if we did that, the audience would immediately say, “I miss Tommy Lee Jones.” Brolin and I were in total agreement that there would be more optimism, but he was basically the same guy. The studio realized we had made the right decision. I do very little directing on the set. My direction is mainly about pace, syntax and urgency. I’ll just say, “Let’s do one take where you’re less mean and more amused.” I don’t go back to the chair and talk about your childhood.

Was telling Tommy that he wasn’t going to be in a large part of this movie a good experience?

I wasn’t the one to tell him. I was the one to fly down with the producers to Palm Beach and talk to him about being in the movie. Tommy’s initial reaction was that he wasn’t in the movie enough and that he loved working with Will and myself. He said, “We have a great time together.” I said, “We absolutely do, but the truth is we need to make a different movie. We don’t want to make MIB3 and it’s just another caper. We need to add something to make is very different. It’s not out you Tommy, it’s about what would work best for the film.”

After 10 years we felt we needed to re-engineer it a little bit. I was not the one to tell him. I think he’s extraordinary. I love spending time with him. I remember I was a producer on Lady Killers. I said to Joel and Ethan Coen, “You gotta hire Tommy for that role, he’d be perfect.” They were too afraid to, but I love Tommy and he loves me. I have pictures of me and Tommy smiling happily together.

Has your comfort level with technology improved?

The technology has exploded. For me, where the technology has gotten much better is in set extensions, like that we built all of Shea Stadium and we built 90% of Cape Canaveral. All those big digital set extensions you would never have done them in Men In Black I. We would have had to build them and we couldn’t have done that so that wouldn’t have been in the script. What you can do, in terms of creating worlds and all that, is fantastic. Magic is fantastic.

What still is the hardest thing is you really want actors to act to actors. You don’t want them to act to blue screen dots. I don’t like motion capture because I find it weirdly plastic and scary and spooky. I mean if I was going to do an all motion capture movie, I would just animate it. The challenges on this movie weren’t explosions, not rocket ships, but subtle things. Sometimes we use Avatar J or Avatar K in the shot and making them still feel as human as possible. That hasn’t changed.

We had a really great crew on this movie. It was all Image Works which is all owned by Sony, but that’s not the point. In spite of having a great crew, I stayed away from trying to create CG aliens interacting with actors. CG aliens can’t ad-lib, you can’t change things. What’s great about working with real actors is someone says something a certain way. One will say, “Drop dead,” while another can say, “Drop dead?” Technology has improved profoundly. I think I’ve convinced Sony that it’s actually a better way to go. We’ll see.

How does being “tech-obsessed” inform what you do? There is no state of the art anymore, it’s changing all the time. 

BS: I’m not nearly the same level of “tech-obsessed” as David Fincher or James Cameron or those guys, but it sort of moves or stays the same. It does move but you still don’t want your aliens to be animated. There has been amazing stuff. What Peter Jackson did in Lord of the Rings was pretty great. There has been great stuff, but it’s unusual.

Do you keep all of the devices you review for Esquire?

No, I’ve left Esquire. After eight years I was too obsessed. I don’t keep what I review. I end up buying a lot of stuff.

Is there another one of these films in you with maybe Jaden Smith playing a young version of Will Smith?

I said to Will that we should do one when we go back and get Jaden just so I wouldn’t work with Will. [Laughs]

Can you talk about the 3D?

I think it’s the best use of 3D I’ve seen in a movie. We decided to convert. I knew we were releasing 3D. I knew we were intending to shoot in 3D. I did a series of tests with a reality rig, a pace rig, and I also shot on 35mm film and converted it. Then looked at all three.

It’s really stupid to shoot native 3D. First of all, native 3D, at the moment, the MapBox is very wide. I use wide angel lenses. When I tried to get a shot of Will Smith aiming a gun at the screen, the MapBox got in the way. The technicians are not set savvy. They are not fast. Every time you change a lens, you have to change both lenses. You have to calibrate. It’s a disaster. You can’t shoot on film, you have to shoot digital. I still prefer the look of film. When we took all the footage to release print, Rick Baker’s alien makeup didn’t look as good when you originated it on digital. It’s slower on the set. Also, here’s the other weird thing: When you shoot in native 3D, you have to choose and lock the interocular separation for that shot, which determines the depth. But since you don’t know your cutting pattern when you’re shooting, if the depth changes too much from shot to shot, people get headaches.

What 3D directors do is they have very narrow interocular separation. They put all the convergence at the screen and in most 3D movies you see, the convergence is at the screen and the 3D-ness is back there somewhere. It makes sense because Jim Cameron has reinvigorated 3D. His way of seeing is getting into a submersible, going down 7 miles and looking through a porthole at the world. I, on the other hand, am an only child. I use wide angle lenses. I want the audience close to me.

I feel, unlike Michael Bay, Michael Mann, the Scott Brothers, who use long lenses, whose movies are very handsome, very beautiful, but slightly absorbed. My feeling, from what I did with the Coen Brothers and Danny DeVito, I want to grab the audience and say “C’mon, let’s go watch this movie.” Because I use a 21mm, you unconsciously feel you are in the room with the actors. If you look at MIB3 again in 3D, I would say 80% of the movie is actually in front of the screen. If you see closeup of Will or even over the shoulders, they’re slightly in the audience. Not like we’re throwing darts at you or anything. None of that could have happened if we had shot native 3D. I feel for the way I shoot with wide lenses, on film, with the pace I want, converting was the best choice.

One last thing, when you shoot native 3D, it’s like a recording device. There’s no art to it. The amount of 3D is the amount of 3D. That’s set. The 21 mm lens shooting a closeup of Will Smith, which is what I do. Will’s ears are in Philadelphia and his nose is in Los Angeles. He’s got small ears and they are far away from the rest of his face. In 2D conversion, I actually control the depth and volume of his head in every single shot. We’re always cheating that. We’re always taking Will’s head and doing that to it. It’s imperceptible, but we knew what we were doing. We did a lot of tests. I think MIB3 is going to change the way studios and filmmakers think about how they shoot their 3D movies. You can use small rigs and shoot film, what could be more perfect than that for your movie?

How do you feel about the push for 48 frames coming out of Cinema-Con 2012?

I didn’t see it so I can’t comment on it technically. To me, anything that makes something shot on film or something that’s an art, a fantasy, look more like video, more like reality, you don’t want it. I once at a Sony store in midtown Manhattan and I was looking at something that looked like the making of Avatar, but it was Avatar. I said to salesmen, “Say is there something wrong with this television?” And the guy said, “You mean cause it looks like General Hospital?” And I said, “Yeah.” And then he presses a button that increases the refresher rate to 60. Don’t do it. It’s really this magical device that make anything turn into General Hospital.

I haven’t seen it, so I can’t comment on it, except to say I like the film look. I like it looking like art. I’m not saying I’m an artist, but I do feel anything that makes anything seem more like video doesn’t sound like such a great idea to me. You might as well stay home and watch the weather channel – which is my favorite thing to do, I admit that. [Laughs]

Men In Black III opens Friday, May 25th.