-By Daniel Eagan

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It's been ten years since Men in Black II, the harried and disappointing sequel to 1997's Men in Black. Even with the presence of newly top-billed Will Smith, Men in Black 3 faces an uphill climb in a crowded marketplace. Which is a shame, because for sci-fi blockbusters, Men in Black 3 is about as idiosyncratic and rewarding as the genre gets.
Part of this sequel's charm is director Barry Sonnenfeld's insistence on playing by the rules set up by the first two films. Once again a secret government agency headquartered in lower Manhattan faces a threat while policing Earth's hidden alien population. Familiar characters (like the talkative worms) return, exotic weapons are brandished, aliens in disguise are outwitted, and Will Smith's Agent J gets thrown around as much as before.

The blustering J never really understands what's going on, while his partner Agent K (Tommy Lee Jones), the definition of taciturn, never lets on what he knows. Their dynamic has always been one of the chief pleasures of the series, although Jones is even more muted here than in previous entries. Fortunately, the plot has J traveling back in time to 1969, where he meets the younger K (played by Josh Brolin, who does an uncanny imitation of Jones).

J must find and defeat Boris (Jemaine Clement), a psycho assassin with the ability to disgorge parts of himself as weapons. Boris has escaped from a lunar prison and is intent on killing K in 1969, the year the agent foiled an alien invasion. Boris's vendetta also brings J to the beatific Griffin (Michael Stuhlbarg), an alien who can peer into an infinite number of realities.

Why J goes back to 1969 may not make much scientific sense, but it allows Sonnenfeld to deftly skewer the era with a few sharp strokes. As always, his deadpan absurdities are meticulously detailed—cars, clothes, furniture, even the aliens in 1969 are true to their period. Race, the Vietnam War, Andy Warhol, the World Series and the Moon landing all collide in Etan Cohen's clever screenplay.

As could be expected, the special-effects work—including alien makeup from Rick Baker—is top-notch. An added bonus: some of the best 3D effects yet seen on film. Sonnenfeld for the most part holds off on in-your-face tricks. Instead, Men in Black 3 makes remarkable use of depth of field. From a close-up of stiletto heels walking down a corridor to J's vertiginous leap into the past, the 3D effects have a startling clarity and effectiveness.

Although the first two Men in Black entries start out as comedies, they end on more somber notes, as the agents sacrifice their personal goals for a greater good. The stakes are even higher in Men in Black 3, with both J and K forced to confront incidents in their past they would rather leave alone. Smith and Jones handle this material flawlessly, just another reason why Men in Black 3 is so satisfying.