How Will Smith's 'Men in Black 3' Almost Became a Disaster Movie

Will Smith and Josh Brolin in Men in Black Asadorian-Mejia / Splash News

On the surface, at least, it seemed like the formula for a box-office grand slam. Take the biggest star on the planet—Will Smith—stick him in a third installment of a blockbuster sci-fi comedy franchise, and release the movie on Memorial Day weekend. Cha-ching!

Instead, Men in Black 3 stands as one of the most difficult movie productions inrecent Hollywood history, a massively expensive exercise in inefficiency and infighting that compelled the heads of Sony Pictures, the studio releasing the film, to consider taking a huge loss rather than continuing to throw good money after bad.

The star vehicle with a budget north of $215 million—Smith's first film in four years—was hustled into production by Sony to nab the actor before he signed on to a competing blockbuster (and to take advantage of a $38 million New York state tax incentive that was expected to expire). So anxious was Sony to get the cameras rolling that MIB3 began shooting without a completed script—the Hollywood equivalent of erecting a skyscraper without a finished blueprint.

Director Barry Sonnenfeld shepherded all the Men in Black movies to completion and acknowledges the third film's unorthodox production process while standing up for the studio's shoot-first-ask-questions-later methodology. "Starting the movie without an absolutely finished script is not normally the right way to do movies," the director says. "But I feel the decision Sony made was the right decision. On this one, we might still be waiting for the script. Sometimes, if you just dip your toe in, you'll never dive in because it's too stupidly cold."

To accomplish this crazy feat, the producers built a hiatus into the schedule so that an elite tag team of screenwriters could help draft the movie's second and third acts. But when the hiatus dragged on for three months, speculation ran wild that Smith's grandiosity had bogged down the production.

Sony is at pains to disavow that perception now that prerelease intel all but dictates MIB3 will be the summer's next global blockbuster. But multiple sources close to the film maintain that Smith's insistence on splitting hairs resulted in cost overruns and production chaos. According to a source close to the production, who requested not to be identified, Smith's notoriously exacting method of working through a screenplay—breaking down a script scene by scene with a laptop computer on set and demanding "last say" on every key decision—handed the production its most serious delays. "Will is known to get in there and control things," the source says. "He likes to go in and understand everything. There's a deconstruction and reconstruction in each scene that's part of his process." Smith declined to comment for this article.

Operating as a unified front, Sonnenfeld effectively held up production with their demands for rewrites and continuing rehearsals, while producers Walter Parkes and Laurie MacDonald pressed the studio to support their own vision of the movie, according to several people who worked on MIB3. Meanwhile, New York tabloids had a field day covering the "starship-sized" trailer Smith occupied during filming in New York's SoHo. Reportedly nicknamed "the Heat," the 53-foot behemoth boasted such amenities as a screening room, offices for assistants, and an all-granite bathroom. Neighbors grumbled about the enormous vehicle's gaseous fumes, and retail tenants groused that it was damaging their businesses.

By spring 2011, according to another source close to the production, the film ran the risk of not being completed by its May 25, 2012, release date, setting off alarms inside the Sony exec suite. Already having poured untold tens of millions of dollars into the production, studio co-chairs Michael Lynton and Amy Pascal were forced to openly consider a doomsday scenario: "Should we just take a write-down?" the source recalls Lynton asking Pascal.

In other words, should Sony swallow the losses and pull the plug on a movie featuring Hollywood's top box-office draw?

When Smith made the first Men in Black, he was still something of an untested Hollywood commodity with only one hit film, the ensemble thriller Independence Day. The rapper turned actor had lucked into Men in Black when Sonnenfeld's wife, a fan of Smith's sitcom The Fresh Prince of Bel-Air, suggested him for the part. Men in Black wound up raking in $589 million worldwide, stunning the industry and establishing Smith's box-office bona fides.

Based on an out-of-print -comic-book series that producers Parkes and MacDonald had brought to Sony, Men in Black is the story of undercover agents J and K (Smith and Tommy Lee Jones) who work for a secret nongovernmental organization that helps maintain Earth's uneasy peace with space-alien refugees, who pose as humans and live in New York City. A dismally reviewed 2002 sequel still managed to haul in a whopping $441 million in grosses, firmly establishing MIB as a lucrative franchise. During a break in filming on that movie, Smith pitched Sonnenfeld the time--traveling premise for MIB3.

In Men in Black 3, Smith's Agent J travels back to 1969 to thwart alien supercriminal Boris the Animal (Kiwi comedian Jemaine Clement) from assassinating Jones's character. The rub? J must team up with a younger version of his curmudgeonly partner in order to save him. But living up to the time--traveling standards set by Back to the -Future and The Terminator—MIB3's cinematic lodestars—posed certain conundrums of continuity that required a revolving door of writers to fix.

"The joke on the movie became that it would probably be easier to build an actual time machine and go to the future to see what the script ended up being, because it was so complicated," says Etan Cohen, one of six screenwriters who worked on the film, and the only one to receive a credit. Cohen, the hot young comedy scribe behind Tropic Thunder and the animated smash Madagascar: Escape 2 Africa, had been enlisted in 2009 to write MIB3's shooting script, but after months of rewrites, other work called him off the project and the film moved on to the physical production phase without him.

An alien plot to assassinate Agent K (Tommy Lee Jones) forces Will Smith to time travel to save him. Wilson Webb / Columbia Pictures

"Given that we had an excellent first act and a new ending, we knew we had a movie. But there were debates about how young and similar young Agent K should be, how the villain should appear in the second act," says Sonnenfeld, who repeatedly butted heads with the film's producers. "We only had Tommy Lee [on set] for five weeks before we went on hiatus. We knew the second and third act didn't have enough locomotive."

During the hiatus, Sony brought in screenwriter David Koepp (Spider-Man) for five weeks, and later hired Jeff Nathanson (Catch Me If You Can) as well as Michael Arndt (Little Miss Sunshine) for further script revisions. Another writer, Mike Soccio (described as Smith's personal dialogue doctor on all the MIB movies), was hauled in to do on-set punch-up work. "Several of the writers were dealing with plot issues. Others came in to deal with tone and comedy," says Doug Belgrad, president of Sony's Columbia Pictures division. "A lot of really smart people were putting their finger on things, saying, 'Hey, this might be a problem for the audience,' or 'What kind of sleight of hand can we use here?' That was hard."

As the rewrites dragged on, Sony execs raised the possibility of terminating the production, and the creative quorum behind MIB3 set their differences aside to finish the job. "Men in Black is a strange combination of talents. With the exception of Etan, the core creative elements—down to the props—are the same in all three. When you have a group of people that have done three movies in 15 years, we have a right to treat each other like a family," says producer Parkes.

Cohen, who was brought back in for late--inning rewrites, maintains that Smith did not throw his weight around on set so much as live up to his well--documented commitment to excellence. "There's no doubt it was challenging and maybe not the easiest," Cohen says. "But we followed Will's lead, in the sense that he was like, 'If we're not going to do the perfect version, it's not worth doing.' That's the kind of work ethic it's hard to argue with."

Luckily for all involved, Men in Black 3 reaches American multiplexes riding a wave of strong prerelease buzz. And to judge by what's on screen, the filmmakers not only managed to overcome their strife, they have created one of the most satisfying summer popcorn movies in recent memory. It's a fizzy, funny, intelligent film shot through with strong performances by Smith and Josh Brolin (who channels a younger version of Tommy Lee Jones's granite-faced Agent K), and an emotional finale that even managed to make some preview audiences misty-eyed. "We were on a tightrope, but we weren't working without a net," Sony's Belgrad says. "Yeah, there were some issues. And you've seen some media reports about overages and runaway production and no script. That was all true. Ultimately, the movie delivers. And the audience isn't going to care."

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