Barry Sonnenfeld is back with Will Smith and Tommy Lee Jones to save the world — and the summer box office — with Men in Black III, which opens May 25. The first MIB was a sleeper hit in 1997, and the 2002 sequel was a critical disappointment, but still made $441.8 million worldwide. Ten years later Smith and Jones return as Agents J and K, respectively; and there’s also a second, younger Agent K (played by Josh Brolin), and a new boss agent — Emma Thompson’s “O,” taking over the old Rip Torn role — and then a younger version of her, too (played by Alice Eve). Which is to say, this is a movie about time travel. So it’s complicated. (Really complicated — Lady Gaga is in this picture, too.) The production was complicated as well, as has been widely documented, since they halted the expensive New York shoot to tinker with the script, which hadn’t been finished when they started production. In search of further illumination, Vulture tracked Sonnenfeld down.
Is the movie done?
I’m done. The 3D conversion is done. One day, between now and a week from now, I have to go to a theater to check it, but it’s done. [Exhales like a sigh of relief]
I ran into Will Arnett at the Tribeca Film Festival, and when I asked him what summer movie he might want to see, he gave me a cryptic reply about MIB III, which made me think he has a cameo. Could he be an alien? After all, he’s an alien in the Hulu commercials.
[Laughs] He’s not an alien — he’s an agent. Will Arnett is a MIB agent by the name of AA — Double A. You know, I gave him the name “Comedy-head.” All you have to do is put a camera in front of him, and he’s funny. He’s just comically handsome. In fact, I had Will Arnett in one scene in the movie with Will Smith, and it was so funny, I didn’t cover it — I just kept one continuous shot of the two of them in the elevator. My problem is that they’re both named Will, so if I said, “Hey, Will, do that but even faster,” both of them would wonder who I was talking to. But the reason he was probably cryptic is that Will Arnett is sort of the first sign that things have gone terribly wrong.
The first sign things have gone terribly wrong in terms of disruption of the timeline? Because time travel is always tricky — you’ve got to avoid the grandfather paradox, the butterfly effect, and whatnot. Just look at Back to the Future.
We did! We watched Back to the Future many, many times. It was our Bible. We wanted to do everything right. We didn’t want to break any of the rules. We didn’t want a scenario where you go, “Wait, but if they knew that, how did that come later … ?” Back to the Future was our high standard that we held everything up to.
Apparently Will Smith came up with the time-travel story for this installment?
We were on the set of MIB II, more than a decade ago, and he came up to one night and said, “Baz” — he calls me Baz — “Baz, I have an idea for the next one.” And then he said something would happen to Tommy Lee Jones because of an alien, and he’d have to go back in the past to save Agent K, and in doing this, he and the audience would learn secrets and answers to questions that we never knew we needed to ask. And my response at the time was, “Can we just finish this one first?” So we both went off and did our own thing, and years later, when Sony decided they wanted to make MIB III, that was one of the ideas that they realized would help reinvigorate the franchise, because you don’t want it to be just a third caper, some other alien threatening New York City in the present yet again.
At what point did you see the first draft of the script?
I wasn’t involved in the original working draft of the script, but Sony and Will and the producers were. I’ve been working on this film for maybe three and a half years now, ever since [producer] Walter Parkes first called me and said they were working on that time travel idea and wanted to know if I thought that was interesting. And then he went on to say they were writing it to take place in 1969, and wanted to know what I thought about that. 1969 was the year chosen because it’s when humans took the next step of leaving our atmosphere and landing on another planetary body. So then I read the script and started working on it in January 2010.
Do you make a cameo?
I play a suicidal executive from 1929.
I thought you said this was taking place in 1969?
But you know, time travel is nonlinear and complicated, so to go from 2012 to 1969, you pass through other time zones.
I didn’t know that.
I didn’t know either, until Will Smith took out the time device and jumped off the Chrysler Building, and that’s when I discovered it. [Laughs] I’m only it for a few seconds, but it’s kind of a funny joke.
The script went through several revisions, as well as several writers. Has that ever happened to you before, where you had to go into production before you felt the script was ready? Have you ever done any movies where everything was all planned out in advance, or is there always some degree of chaos?
Every film has its own mishegoss. Over the course of the ten films I’ve directed, I’ve only had one screenplay that I ever worked on that didn’t get a single word of dialogue changed during the shoot, and that was Get Shorty. And even that one, we did many, many drafts before shooting, and actually went back to the original draft before shooting started. And the draft we shot was 136 pages long — which is really long for a movie, and really long for a comedy — and we shot the entire thing, which is unusual. But of all the other movies I’ve worked on, there have been ones where we did very little work on the script and there was no one writing about problems during production, and some of those films didn’t make any money and weren’t critically lauded, so …
Listen, two weeks before we started shooting on The Addams Family, when we started rehearsing with all the actors, all the actors rebelled, because the movie Scott Rudin and I were going to shoot had this thing where Fester was perhaps an imposter, but you were never sure if he really was or not. But on the day we started to rehearse, and I remember this really fondly, the spokesperson that all the other actors — Raúl Juliá, Anjelica Huston — chose to speak on their behalf was a 10-year-old Christina Ricci. And she gave this really impassioned plea that Fester shouldn’t be an imposter. Actually, the only actor who didn’t care about this was Christopher Lloyd, who played Fester! He didn’t care, but all the other actors were rebellious over this, so we ended up totally changing that plot point to make the actors happy. And they were right — it was the better way to go.
And on the first Men In Black, when we were done shooting, we were two weeks away from finishing the movie and about to go record the score when John Calley at the studio felt the story was too complicated and changed the entire plot, via subtitles when the aliens were speaking and additional stuff that was on the big board. So to answer your question, there were several iterations of this story, especially because it was about time travel and we were holding to the high standards set by Back to the Future. We’d think we solved all the problems, and then I’d wake up in a sweat at three in the morning, going, “Wait! Doesn’t that mean … ?” It was the butterfly effect, totally.
So what were the scheduling and economic considerations this time that forced you to go into production before all those problems were worked out?
What happened is that we wanted this to be Will Smith’s next movie, and he was sniffing around at other movies at the time. And then were was the tax credit, which was substantial, and the New York legislature was unclear whether that was going to pass. So we had a script, with a really good first act and a fantastic ending, but there were scenes in the middle that needed work. So these were our choices: (1) We wait and don’t shoot the film, and Will goes off and does another movie for five or six months, and maybe doesn’t want to do this afterwards, (2) We wait and perhaps the tax credit doesn’t pass, and it becomes too expensive to shoot, (3) We shoot the movie with the script we have, knowing that there are areas that are problematic and if you have to do reshoots, hope that the actors you might need are available, or you do what I think was a brilliant decision, (4) shoot the first act, take a hiatus after Christmas to get the script where it needs to be, and then shoot the second and third acts. Then, you wouldn’t need to find all the actors for reshoots to correct any problems you knew you had, but didn’t have enough time to solve. And in all honesty and frankness, that’s what we did. I think you can interview the director of any movie, and discover that there were scenes reshot, or scenes done without enough time, or scenes with the wrong actor.
Do you every worry that the stories about the problems will overshadow the actual film?
Asking me if I worry will give you the obvious answer — I worry! I’m a worrier! [Laughs] I don’t sleep at night because I think about everything that can go wrong. I recently asked Sony if they backed up the movie digitally in a safe site in Arizona or somewhere, because what if there were an earthquake in California? Having said that, Will Smith never minded any discussion about his trailer being annoying or the hiatus. He uses Titanic as an example — and he says that all the anticipation will make people want to see it, good or bad. By the way, that trailer thing is totally a non-story. He’s had that same camper for like a decade, and he’s used it for other films in New York, such as I Am Legend, and it was just a slow news day for the New York Post.
I would rather the film be under the radar, the way the first Men in Black was. It turned out to be the biggest box office hit that summer, but it wasn’t anticipated to be. I think Batman & Robin or Jurassic Park: The Lost World was. But while being under the radar is a great place to be, it’s not a place any longer for MIB or Will Smith. I don’t like reading all the reports, because ultimately, I feel like the only thing that should matter is the finished product, not how you get there. All these movies are like your children, and you get angry when you’re told your kid is having back problems and may need surgery. And you want to say, “Just wait! He’ll be at the Olympics!” It does add a layer of stress, because everyone gets nervous. The crew gets nervous. The city wonders if you’re shooting or not. And you want to be invisible, but you can’t when you’re working on movies of this size. And you constantly want to say, “X movie had its sound mixer fired, and you didn’t write about that!” But you can’t even say, because you don’t know.
Like Big Trouble, which was one of my favorite movies. I loved the cast — Stanley Tucci, Rene Russo — and it was fun to make, and under budget, and on schedule. When does that happen? And then eleven days before it was supposed to come out, the World Trade Center was destroyed on 9/11. And since in our movie, two guys were supposed to hijack a nuclear bomb onto an airplane, the movie disappeared. So you never can predict what’s going to happen, what’s going to work, or why not. I never in a million years thought MIB would have the reception it did, or that Get Shorty would even be released. It’s weird that either happened. Somehow, you can only control a certain amount. Sweetie — that’s what I call my wife [Susan] — is always saying that the only thing that matters is the actual movie.
How much input does Sweetie have? Does she give you notes?
Will Smith is her idea. When I get scripts to read, I get two copies — one for me, and one for her, and I give her a 40-page head start, and then we read them together. I remember for MIB, lying in our bed, we finished them at the same time, and I said to her, “Tommy Lee Jones,” and she said to me, “Will Smith.” And that part wasn’t written for a young black rookie. The studio wanted Chris O’Donnell. And it’s only because of Sweetie that we thought of Will. I had to go to a dinner at The Four Seasons hotel in Los Angeles with Chris O’Donnell, who was deciding between Men In Black and another movie. And I told him, “Here’s the truth. I’m not a very good director. I really don’t have a clue. I don’t think the script is very good. If I were you, I would take the other movie.”
Did you believe that about yourself, or were you just trying to get rid of him?
I was trying to get Chris not to do the movie. No, I think I am a good director. [Laughs] And you know, when we were casting Get Shorty, I was driving from Manhattan to Easthampton, and Danny DeVito called me, “How about so-and-so?” And I said, “You know what? I think that’s a good idea. Can I think about it for five minutes?” And he said, “Say hi to Sweetie for me.” And then I called Sweetie to run the idea by her, and call him back and say, “Good idea.” True story. [Laughs]
I used to have this bachelor barometer, this salad bowl on my radiator in front of the window, where I would put all the duck sauce and soy sauce packets from Chinese delivery, and it had hundreds, if not thousands, of little packets. And I thought, “Someday, I’m going to meet somebody, and I won’t have to eat Chinese by myself any longer.” So I give her all the credit. She puts up with me. She puts up with my love of all things cowboy and Texan. She puts up with all my neuroses. Like we took this trip to Africa, and we had to take all these different planes to get there, and by the end of the trip, we had accumulated — no kidding — 24 hours of total time in various airport lounges, based on my insistence that we get to the airport and through security no less than four hours before any flight we’re on. I’m just a neurotic guy! And I can’t believe she’s still with me. We just had our 23rd wedding anniversary.
So because of her, you’ve had a longstanding relationship with Will Smith, too. How has that changed or evolved over the years? Especially since he was in the early years of superstardom when you first started together, and now he’s the guy that the studio wants for his next movie.
We’ve had the same relationship for the last fifteen years. He is the same energetic, enthusiastic guy who works unbelievably hard. But there are two differences. He’s a better actor than he was fifteen years ago, and along with being a better actor, he thinks and works more on the story and the structure now than he did on the first MIB. You know, we were having script problems on MIB, too, and I left to go do Get Shorty, and then I came back to it and continued to work on it. But for me, he’s not a guy who you feel you have to do something just because he’s the star. If you have disagreements, you talk out the scene, and if you continue to disagree, Will will always say, “You’re the director. You know comedy better than I do. If you say this will work, I trust you, and I will do that.” But we rarely got to that point, so it was never an issue.
You describe yourself as neurotic, and you thought you were even having a heart attack during MIB II. What’s the closest you’ve come to thinking you were really going to lose it? How does your stress manifest itself?
The funny thing is, all movies are stressful, because they involve a lot of people and a lot of money. On MIB, I’m neurotic, and Will is incredibly not neurotic. I am full of self-loving and self-loathing, and Will is only self-loving. It’s great to have his strength, which he hands over to the director, be it karmic or emotional or just because he’s a powerful actor in the studio system. But he says, “What do you need? How can I help?” And my experience working with him has only gotten better the more famous he becomes. He allows me to be stronger. He backs me up. I’ve given up the psychosomatic heart attacks! [Laughs] I use stress more as a dietary tool — I was able to lose 25 pounds during MIB. For me, it’s about unconscious narcissistic rage, because I take any anger I feel and internalize it. So, as a hypothetical, if a prop guy doesn’t show up with the bicycles, or the special-effects guy can’t get the elevators to work, even though he said it would be ready, or you want an actor to do a certain thing and he’s terrible, I’ve decided not to express it but to internalize it so I don’t seem like a yelling asshole on the set.
And it’s sciatic, based on what a back doctor told me. I’ve had two big sciatic times. One was directing The Addams Family — since it was my first movie, there was a tremendous amount of stress. And the second is any time I’ve shopped with my daughter. [Laughs] I either buy her the thing she doesn’t need and hate myself for giving in and spoiling her, or she makes my life miserable. No good can come from shopping with your daughter! But I love her, so that’s the occasional price I pay. But really, all the stress from directing is worth it. I would never leave my Sweetie, and I would never give up directing.
Maybe some of the stress is related to the thematic topics of your work, especially if you look at just how many movies you’re signed up to do next that are about saving the world. That’s a lot to have on your shoulders!
[Laughs] I think in pretty much all those cases, any attempt to save the world has a certain comic overtone to it. I tend to view life through fairly absurdist glasses. I was an only child, and my whole childhood was sort of bordering on absurdist. She wasn’t a Running With Scissors-type mother, but she did stuff like this: In 1969, I was a senior in high school, and I was at the Earth Day concert at Madison Square Garden, and Jimi Hendrix was warming up, not even performing yet, when I heard on the P.A., “Barry Sonnenfeld, call your mother.” That’s the title of the autobiography I’m writing, by the way. By the time I got to the pay phone, I was weeping uncontrollably, because I was convinced the only reason my mother would have gone to the trouble to get someone on the switchboard and convince them to page me would be because there was a death. So I said, “Hi Mom, who died?” And she said, “I assumed you did, because you were supposed to be home by 2.” It was 2:20. I said, “Didn’t they tell you the concert was still going on?” She said, “Yes, but they couldn’t confirm you were there.”
My mother also got me to start playing the French horn at the age of 10, because there were skirmishes in Vietnam at the time that could lead to war, and she thought if I were drafted, the only way to keep me out of the infantry was if I were in the army band, so she picked an instrument that so few people played, that if I were good enough, I could make the army band. That’s the level of absurdity I grew up with! My philosophy is, “Live in fear.” That’s where all the saving the world stuff comes from, because the world is a scary place, and it’s likely something bad is going to happen.
And if it does, it’ll happen in New York, which, as we learn in MIB III, really is the center of the universe in some ways.
New York is the center of the universe in many ways! Did you know the original script for MIB in the mid-nineties took place everywhere but New York? It was in Washington, Las Vegas, the underground in Kansas. And my feeling back then was that if there are aliens, the place they would feel most comfortable would be New York, because then they could blend in without having to wear a disguise. You could in fact walk around Times Square or Coney Island and go, “Alien. Alien. Alien.” Why else would someone in August when it’s 98 degrees be wearing a sweater-vest and a hoodie and a down coat? Because on their planet, 100 degrees is really cold. Michael Stuhlbarg, who is an alien in MIB III, is wearing two layers for that very reason. He’s going to be the hero of all the quantum mechanics, because he can see the past, the present, and the future realities all at the same time. He’s a lovely alien.
Josh Brolin plays a younger version of Tommy Lee Jones back in 1969.
The challenge is, Tommy Lee Jones created this character and it was really specific and really good, but part of what you like about it is Tommy Lee Jones and Will Smith, together. You always need a straight man and a funny man. Gracie Allen would not be funny without George Burns. So I was really nervous about the audience saying , “This is not what we came to see.” I had met Josh a couple of times before, during No Country for Old Men and when he was getting a lot of awards, and we were at some of the same tables as the Coen brothers, and we hit it off. So when I read the script, and Josh was suggested, I thought it was brilliant. I didn’t want it to be an impersonation as much as interpretation, so that Josh is playing Tommy 40 years ago. How much like Tommy should he be? If he’s too much like Tommy, he’s insular and closed-up, and there’s no joy in that. And if he’s too different, the audience says, “Tilt.” Josh spent a lot of time listening to Tommy from the first MIB, on his MP3 player, and getting the voice. You might think Tommy’s voice is flat, but it’s actually melodic, with a lot of lilt and movement in it. Both Josh and Tommy have incredibly large heads — not their egos, but for the size of their bodies. And I can’t wait to see what Josh’s head looks like in 3D. I actually screamed that at him across the room at a party when I last saw him. [Laughs] The other thing he has in common with Tommy is a strange love of horses, which I live in fear of.
Why? And if you’re afraid of horses, why the cowboy theme to your wardrobe?
Scary large animals will kick you in the head! [Laughs] I try to avoid that. But I’m complicated. I’m an urban Jew who embraces all things cowboy — it’s kind of ironic. You know, when I was directing RV, Jeff Daniels would sit on a rock and play guitar, and I said to him once, in an annoying way, “Hey, write me a theme song!” I thought it would be great to go out on Letterman with a theme song. But instead, Jeff wrote me an entire song, “The Ballad of the Kosher Cowboy.” He recorded all the parts, guitar, harmonica, and he even yodeled. And he recorded it on a CD and played it for me and Sweetie and the crew on the last day, and I was literally weeping, it was so incredible and brilliant. Oh, and I occasionally wear fake mustaches, to look more like a cowboy — usually for a New Year’s Eve party or some event. It’s my little attempt to be manly! [Laughs]
Timothy Olyphant’s character on Justified also likes to wear a cowboy hat. Do you watch Justified? Because you’ve been involved with several Elmore Leonard stories: Get Shorty, Out of Sight, Karen Sisco.
You know, the only show I watch before 11:00 is the Weather Channel. Sweetie watches Downton Abbey and Homeland. I’ve been busy — that’s my excuse. [Laughs] I live for all things weather, though. At our house in Colorado, my favorite thing is to sit on the deck and check out the clouds: “Hey, look, is that a dog?” “Not, it’s a dragon. See, there’s the tail … ” But Elmore Leonard, the funny thing about Get Shorty is that it took seven years to get made. No one wanted to make an Elmore Leonard movie. Sure, other directors tried — 52 Pick-Up — but no one wanted to make a movie about Hollywood, either. Sweetie and I were going on a cruise, and I only brought one book with me, which I got at the airport, and that was Get Shorty. You’re going to try to correct me on this, but just wait. I read Get Shorty, and I said, “I know who the lead should be.” And then I gave it to Sweetie and said, “Read this and tell me who Chili Palmer is.” And she said the exact same thing: “Danny DeVito.”
I know, I know, and I’ll tell you why. To me, this wasn’t a story about the movie business or the mob, it was entirely about self-confidence. He was so self-confident that even though he was a numbers runner, he ends up running the studio and becoming a big producer. So I thought, “I know that guy!” Because Danny DeVito is the single most confident man I’ve ever met, with the exception of Will Smith. So I called Danny and said, “Hey, I just read this book. Nobody wants to make it, so it’s available. You should read it. It’s fantastic.” And he bought the rights without having read it, and then we started talking about making it. And at the table read, Danny was brilliant. But at the last minute, he had to pull out to direct Matilda, and he said, “I can’t be the lead anymore. I need to do a smaller role.” So he plays Shorty, which makes sense in retrospect, but I was devastated. I had a strange weekend waiting for Warren Beatty to meet with me for the part, and Warren said, “I’ll do your movie if you can answer one question. This guy is a numbers guy, not a big shot in the mob. Why would a guy who looks like me not be the head of the mob?” And I said, “My plumber is gorgeous. Sometimes, it just happens.” “But I look like me.” “You’re right. You shouldn’t do it.”
And then Stacey Sher, who was one of the producers as well as DeVito on Pulp Fiction, which hadn’t come out yet, said, “What about John Travolta?” And Sweetie said without hesitation, “Absolutely. He’s perfect.” We snuck into a mixing studio to see Pulp Fiction with Quentin Tarantino, and Stacey and Sweetie were right. It’s one of my favorites I’ve ever done. Get Shorty, Addams Family because it was my first, and Men in Black, because it was most like my personality — quirky!
Is there room for a MIB IV?
When people ask about a sequel, I say, “Let’s finish this one first.” We’ll see. It would have to be in outer space. [Laughs]
Or perhaps instead of Men In Black, it could be Women In Black, now that Emma Thompson is the head of the organization.
Or People In Black. But then that’s PIB. That’s a tough one. I think the reason to do a sequel would be to have Emma in the movie more. She’s only in the first act, but she’s just fantastic. And she’s a writer, so maybe she could write the sequel too! There you go.