MH talks to MIB 3 director Barry Sonnenfeld about how he handled Tommy, 3D & Script Issues


Having just suffered through our chat with “MIB 3” star Tommy Lee Jones, I begged director Barry Sonnenfeld to go easy on me. He chuckles, stares straight into my eyes and then flashes some magical device in front of my eyes… within moments I’d forgotten that Tommy Lee was a hard interview. Nerves back in place, Dictaphone on record, I proceeded to quiz Sonnenfeld on his latest addition to the “Men in Black” franchise.

Be kind because we just got worked over by Tommy Lee [Laughs]

Was it the happy Tommy or the that’s-a-dumb-question Tommy?

We think he was happy because he was getting to say ‘that’s a dumb question’. I thought faster and funnier was your traditional directing instruction but he said no?

You know what, it was never actually faster and funnier, it was faster and flatter. You never want to tell anyone to be funny and you never want anyone on comedy to know they’re working on the comedy. You don’t want the DP to know they’re shooting a comedy because it will look ugly and bright. You don’t want the composer to know because it will be like Pewee’s Big Adventure. Although the same composer did our movie and he did a great job on that. My point is, you don’t want anyone to know they’re working on a comedy when you’re shooting a comedy. I would never say faster and funnier. I would say faster and flatter.

But on this one, Will asked me not to say faster because it’s not a direction. I can’t remember it but it’s like a technical thing. So I said more urgency. So there was a lot of, “Hey Will,” like with way more urgency. “I got it Bas.” And then you know like week 20 is like, “Hey Will, faster.” I did learn to say more urgency to replace faster. Yes I did.

What was your biggest challenge on this one that you didn’t have on the others? Is it the advance in technology or the storyline? What was the biggest thing?

Technology made it easier. It’s always the story. On any movie, the hard part is until you have your story it’s really hard for you to finish propping the movie. It’s hard for you to figure out who to cast. There are comedy runners when you have the whole movie that you can introduce in the first act that you can call back in the third act. I kept saying to Sony because 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 – who really is my partner and best friend and ally on these movies – Will said, “Hey Bas, they know what a director needs. They know you need a script. We just don’t have one yet. But you don’t have to tell them that.” My wife, I would get off the phone and my wife would say, “Barry, if you tell one more person that what you need is a script, I’m going to throttle you.” But, what you really need is a script.

So the challenge on this movie was, we had to start…the good news is, I think 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, Brolin, Tommy, myself. You have a situation where the actors totally trust the director and the director loves the actors. We had a fantastic first act and we knew what our ending was supposed 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 re-writing, you keep fixing the first act. You run out of time and you never get to the second and third act because you keep going. Before we go to the second act, we still have a few notes on the first act and then you’re dead. I would say our biggest challenge on this movie was story. Our least challenge was casting, shooting, or technology. I love 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.

How dire was it though? There were stories at one point where – you made it sound like this thing was falling apart at the seams – how much of that was story and how dire was the situation? You do have a worry that that was actually going to happen?

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 is after seven years of trying to get someone to let us make Get Shorty because no one wanted to make Get Shorty. Right before we were shooting, the studio said, you got to lose $250,000 which was a lot of money on that movie, or we’re not making it. There was a few days of horror on that. What I did on that movie is I volunteered to take out what I knew was their favorite scene. I said, “You know what guys, we’re back on budget. We’ve taken out the scene with Ben Stiller, Gene Hackman and Travolta.” “We love that scene. You can’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.” “I’m the president of the studio what is it going to take to have that scene?” “$250,000” “You got it.” “Okay fine.” By the way the scene is not in the movie and it is the best scene. It came after several other scenes that were similar and the audience I think was getting bored so I took it out. You can see it on the DVD at the end or laser disc I think. My point is there were on this movie, because it’s time travel, really big challenges. You would think you had to work it out and then you would go home and someone would wake up at 3 in the morning and go, “Wait, if she already knew…oh damn,” and then you’re back to the beginning.

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. As I said, we knew we had a great first act. We knew we had a fantastic ending and we shot and we shot that stuff, went on a long hiatus and now you’re in panic mode because you got to start up again. But, you know, I remember reading nothing but horrible stories about Titanic. I remember people, including me, going to see Titanic just to see how bad it could be.

All these movies are hard. This one was harder than a lot of them because there was a lot of pressure; just pressure because we’re reinventing a franchise. 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 iconic duo, which is Tommy and Will. That was like Will Smith and 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 of the middle two-thirds of the movie, we have to both replace him with someone that feels equally perfect as Tommy but on the other hand, isn’t Tommy. It was my suggestion to hire Brolin. He may have told you this but the second I saw him I said, I can’t wait to see what your head looks like in 3D because he’s got the largest head only to Tommy Lee Jones of any actor in America.

It was hard. They’re 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. Eleven days before it opened the Towers went down and we had two 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 considerations in not casting a younger actor and maybe do like the Tron Legacy technology and having Tommy play a younger version of him?

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 just Men in Black 3 would feel like the other Men in Blacks and that it was just another caper story. I think that going back in time and seeing young K and it not being played by Tommy Lee Jones was always – I never thought it would be anyone better than another actor.

So you mentioned in the press conference you were like directing Josh, you felt like he was the same as Tommy’s character but actually they’re quite different. Did you try to direct him the same way that you directed Tommy?

I direct all 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, this can’t be an impersonation. It has to be an interpretation. What is amazing about Josh his performance is 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. Brolin can sound a great deal like Tommy. Tommy, everyone thinks he has this flat voice but it’s actually quite musical. There is a real lilt and beauty to Tommy’s voice that you guys probably never have experienced except when you watch him in movies.

The challenge for Josh and myself was to what to 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 a little bit, it should be mainly like old Tommy but a little bit more optimistic but not like a totally different – not like suddenly he’s Jerry Lewis. I think that some people before we started felt the whole joy was to see a very different guy. I was very fearful that if you did that, the audience immediately is going to say, I miss Tommy Lee Jones. Brolin and I were in total agreement that there was more optimism but it was basically the same guy. Once the studio saw the dailies, they also realized that Josh and I had made the right decision. But, on this set, I do very little directing on the set. On the set directing it is much more about pace, syntax, urgency but not figuring out – sometimes they’ll say, let’s just do one where you’re less mean and more amused, or stuff like that. I don’t go back to the chair and talk about your childhood.

I’m curious, was telling Tommy that he wasn’t going to be in a large part of this movie a good experience?

I was not the one to tell him. But I was the one to fly down with the producers to Palm Beach – that’s the one in Florida, right? Yeah – 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, you know, 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 Men in Black 3 and it’s just another sort of caper. We need to add something to make it very different. It’s not about you Tommy. It’s about what would work best for – especially after 10 years, we felt we really needed to sort of reengineer it a little bit.

I was not the one to tell to him. I think Tommy is extraordinary. I unlike you guys love spending every single minute with him. I remember I was a producer on Ladykillers. I was going to direct and then when Joe and Ethan direct it, I said to them, you got to hire Tommy for that role. He would be perfect. They were too afraid to. I love Tommy and Tommy loves me and loves Will. I have pictures of me and Tommy smiling happily together.


No I swear.

You mentioned your comfort level with the technology. There is this story that you told us when we talked to you for the first Men in Black about trying to talk to the computer people about getting the bugs haymaker to be the way you wanted it to look. Has that improved? Does that level of communication improved but also perhaps your comfort level with dealing with the technology?

It’s a really good question and I think the answer is the same as it was 15 years ago. What’s interesting is where I think the technology has exploded but for me whether technology has gotten much better is in set extensions like that we built all of Shea Stadium and we built all of basically 97% of Cape Canaveral. All those big digital set extensions you would never have done on Men in Black 1. We would have built them and we couldn’t have built them so we wouldn’t have let that been in the script. So what you can do in terms of creating worlds and all that is fantastic. And 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 kind of weirdly plastic and scary and spooky. I mean if I were going to do an all-motion capture movie, I would just animate it. The challenge is subtle things like how – sometimes we’ll use Avatar J or Avatar K in the shot and making them still feel as human as possible. That hasn’t changed here. We had a really great crew on this movie. It was all Imageworks which is 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 that interacted with actors. Because 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, they’ll say like, “Drop dead” and then the actor can say, “Drop dead.” You put the emphasis on the second. If he’s reading with a script supervisor who is not an actor because some day there will be an alien there, there is no value added. Technology has improved, 2D conversion 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 affect what you do or inform what you do? There is no state-of-the-art anymore. It’s moving all the time.

I’m not nearly the same level of tech obsessed that Fincher or Jim Cameron are or those guys but it sort of moves and stays the same. It does move but you still don’t want your aliens to be animated by – although there has been amazing stuff. What Peter Jackson did in Lord of the Rings was pretty great with Gollum. There has been great stuff but it’s unusual.

Do you keep all the devices you review?

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. What I do is if I want to test a new camera, I’ll say, next month I want to test cameras and then I buy that camera. So now I have this NEX-7 which is a really expensive camera but it’s really good but I didn’t need it because I have others but I tested it and I liked it. On the set, technology allows you not to get bored because while you’re actually supposed to be paying attention you get to send emails and stuff like that so that’s good.

Is there another one of these in you with maybe Jaden Smith can play young Will?

I said to Will that we should do one where we go way back and get Jaden just so I wouldn’t have to work with Will.

Can you talk a little bit about the 3D? It looks Okay?

I don’t think you’re being kind enough. 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’re intending to shoot in 3D. I did a series of tests with a reality rig, a pace rig, and I also shot on 35 mm film and converted it and then looked at all three.

Here are their really stupid reasons to shoot native 3D. First of all, native 3D at the moment, and the technology will change but again we started to shoot a year and a half ago. The map box is this wide because it has to allow for interocular separation of 11 inches. It’s this wide. I use wide angle lenses. Would you aim a gun at me and pretend you’re Will Smith? Right. Stay there. Come on buddy. I’m an alien. I’m going to push and pass the gun into his face because that’s a shot I would do all the time. Here I come in with my map box, I’m going to go pass the gun. Wait, I can’t go pass the gun, the map box is this wide. I have two choices. He can aim the gun there but that’s not much of a threat to the alien or he can put the gun down as I push….so already, here is a shot I can’t do in native 3D.

The technicians are not set savvy. They’re 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 you took all the footage we did to release print, Rick Baker’s alien makeup didn’t look as good when you originated on digital than on film. It’s just slower on the set and also, here is the other weird thing. When you shoot in native 3D you have to choose and lock the interocular separation for that shot which is how much depth. But what’s weird is since you don’t know you’re cutting pattern when you’re shooting, if the depth changes too much from shot to shot, people get headaches.

So 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 sort of back there somewhere. It makes sense because Jim Cameron has re-invigorated 3D. Jim Cameron’s way of seeing is kind of getting into 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. So I want the audience right here with me. I feel unlike Michael Bay, Michael Mann, the Scott Brothers who use long lenses, whose movies are very handsome, very beautiful but slightly observed especially for a comedy, my feeling from the stuff I did with the Coen Brothers and Danny DeVito on Raising Arizona, the stuff I did on Addams Family. I want to grab the audience and say, “Come on, let’s go watch this movie.”

Because I use a 21, you unconsciously feel you are in the room with the actors. You’re not watching them from far away. If you look at Men in Black again in 3D, I would say 80% of the movie is actually in front of the screen. If you see close up of Will or even over the shoulders, they are actually very 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 – and, because it looks really good and I don’t think people are saying, I can tell that was converted. It’s like someone saying I don’t want to go see that film which was shot Aeroflex instead of Panavision. Who cares. Just look at the film.