Ten years ago, due to a series of events beyond my control, I saw "Men in Black II" in the theater three times.

So here we are, 10 years later, with "Men in Black III" hitting the big screen, and I'm wondering, "Why don't I remember anything about 'Men in Black II'?"  For the sake of providing an informed review, I snagged it from Netflix, and apparently I didn't remember anything about it because it's terrible and I had blocked it from my memory.

Luckily, "Men in Black III" is a return to form for the series, and it provides some good, clean family fun.  It's 2012, and Agent J (Will Smith) and Agent K (Tommy Lee Jones) are still partners in protecting New York City from extraterrestrials.  It's what they do as the Men in Black.

For over 40 years, Boris the Animal (Jermaine Clement) has been serving time at a high-security prison on the Moon, but he stirs up some trouble by escaping. He has a bone to pick with Kay, who is responsible for arresting and imprisoning Boris – and taking his left arm in the process. Boris' plan is to travel back in time to July 16, 1969, and kill Kay before that fateful arrest can occur.

When Jay wakes up the next day, he learns that Kay has been dead for over 40 years.  Agent O (Emma Thompson), the new MiB head honcho, reasons that there's been a break in the space-time continuum. Since Kay died before setting up the ArcNet shield to protect Earth from aliens, the planet is susceptible to alien attack. To find his partner and save the planet, Jay seeks out a time-jump gadget to travel back just a tad earlier to July 15, 1969, to prevent Boris from killing Kay.

Jones is amazing, as always, and although the past decade has not been kind to the elasticity of his skin, it clearly hasn't taken the edge off the snappiness in his voice.  Smith plays Jay well because it's essentially the same character that he's played since "The Fresh Prince of Bel-Air," but there's no shame in sticking to your strengths.  The time apart hasn't lessened the chemistry and banter between the two.

Josh Brolin plays a young Kay in 1969, and although I never thought Brolin and Jones looked alike, I won't be able to think of them separately anymore. Brolin's ability to mimic Jones' mannerisms and speech patterns is so uncanny that it borders on creepy.

Since I've never watched "Flight of the Conchords," I can't fully appreciate the casting of Clement as the villain. For a baddie, his menacing grimace always looks like he's on the verge of laughing, and the character design looks too much like Randy "Macho Man" Savage to be taken seriously.

Of course, we know not to take a "MiB" film seriously, and that's the charm of the series — well, OK, of the first and third movies.  (Perhaps the second installment was trying for a Razzie award.)  This continues to be a smart, light, buddy cop comedy with a sci-fi spin.

Perhaps the most impressive thing about "Men in Black 3" is that although there were a bunch of production problems, the final product is pretty smooth.  Apparently they started filming without a completed screenplay to take advantage of an expiring New York tax credit. There was even a months-long hiatus so the writers could finish up the script. The movie isn't disjointed at all, though one wonders if Agent O was more prominent in any of the rewrites.

The cars, decor, fashion and hair styles were very evocative of the groovy '60s, and Bill Hader is hilarious as Andy Warhol in one of the film's most memorable scenes. Director Barry Sonnenfeld has helmed all three "MiB" movies, and although his directorial style doesn't stand out to me, his return is worth noting in this era of treating directors as swappable fashion accessories.

"Men in Black 3" added 3-D in postprocessing, and I have yet to see a converted 3-D film that is worth the extra money.  This one is no different. 

For those who wondered whether the "Men in Black" franchise needed to be revived after lying dormant for a decade, the answer is, "Yes."  In comparison to the second installment, "Men in Black 3" is an absolute masterpiece.  It falls just short of the bar set by the original movie, but it's fun popcorn fare that's perfect for the Memorial Day holiday weekend.

Score: 7.5/10

"Men in Black 3" is rated PG-13 and has a running time of 1 hour and 43 minutes. It is showing in 2-D and 3-D.