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It may seem incongruous to give only three stars to "Men in Black 3" and at the same time call it the best of the franchise — but I say this as someone who thought the first two movies weren't that good in the first place.

Don't get me wrong: "Men in Black," released in 1997, was a great idea for a movie — an ultracool "Ghostbusters"-like mix of comedy and science fiction about a supersecret agency that monitored the activity of extraterrestrials on Earth. It also introduced the perfect buddy-cop pairing of fast and flashy Will Smith as Agent J and gruff and taciturn Tommy Lee Jones as Agent K.

The movie itself, while good, felt more like a setup for a superior franchise than a truly engaging movie in its own right. Then came "Men in Black II" (2002), a dog's breakfast of disconnected ideas that utterly failed to live up to the potential built up by the first film.

Now, a decade after that, director Barry Sonnenfeld returns with a tight, clever story and some cutting humor to give the franchise the movie it deserves.

Sonnenfeld and his screenwriters ("Tropic Thunder's" Etan Cohen is credited as sole screenwriter, though others were undoubtedly involved) start with a prison break, as spiky alien killer Boris "The Animal" (Jemaine Clement, from "Flight of the Conchords") busts out of a maximum-security facility on the moon. Soon Boris is seeking revenge on the man who put him there 43 years ago: Agent K.

Boris' plan is to travel back in time to 1969 and kill K before he captures Boris and sets up the planetary defense system that stopped Boris' species from invading Earth. Boris' plan is so successful that no one in the Men in Black realizes Agent K was ever there — except for Agent J, who persuades the agency's new boss, Agent O (Emma Thompson), to let him travel back in time to set history back in place.

Sonnenfeld strikes a rich vein of comedy in production designer Bo Welch's imagining of the MIB in the 1960s — somewhere between "Mad Men" and "Buck Rogers," as the MIB headquarters gleams like the Pan Am terminal of your dreams. The story manages to connect Andy Warhol, the Apollo 11 mission and the "Amazing" Mets in a smart story, highlighted by a mysterious character called Griffin (played by "A Serious Man's" Michael Stuhlbarg).

The other highlight of J's '60s trip is his meeting up with a young K, played by Josh Brolin — who captures Jones' deadpan reactions and gruff monotone perfectly. Smith is as cool as ever, and Brolin is as good a match for him as Jones ever was.

If "Men in Black 3" is the last of the franchise — and making back its budget (estimated by the Los Angeles Times at $375 million, including marketing and distribution) will be tough with "The Avengers" sucking all of the box-office oxygen — at least it's going out on a high note.

Twitter: @moviecricket


'Men in Black 3'

The franchise finishes out the trilogy with a smart, funny story and the welcome addition of Josh Brolin.

Where • Theaters everywhere.

When • Opens Friday, May 25.

Rating • PG-13 for sci-fi action violence and brief suggestive content.

Running time • 106 minutes.

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