On the surface, 2002’s Men in Black II looks like it was a big hit. After all, it made nearly $200 million, so how could it be seen as anything other than a success?

While I wouldn’t call it a flop, I do think MIB2 should be viewed as a significant disappointment. The $190 million it earned represented a substantial drop from the original 1997 flick’s $250 million, and the sequel simply didn’t snare a lot of goodwill. It got most of its money early, didn’t boast great word of mouth, and generally became seen as a letdown by fans of the first movie.

Include me in that category. While I can’t say I loved the original, I enjoyed it quite a lot. On the other hand, the sequel was slow, dull and forgettable.

Given the lack of audience warmth generated by MIB2 and the enormous budgets the series requires, it looked like the franchise ended in 2002. However, all involved decided to give it another go, so 10 years after MIB2, we finally got Men in Black 3.

Financially, MIB3 continued the downward slope. It took in a relatively modest $179 million, which made it the first in the franchise to fail to earn back its budget, as the film cost a stunning $225 million. However, it did bring back some of the luster to the series; while not on a par with the original, MIB3 proves to be much more satisfying than its immediate predecessor.

In a prologue, a sexy accomplice (Nicole Scherzinger) helps vicious alien villain “Boris the Animal” (Jemaine Clement) escape from LunarMax, a super-high-security prison located on the Moon. He goes back to the late 1960s to change the history that caused him to lose an arm and end up incarcerated.

How can he do this? With an assault on Men in Black Agent K (Tommy Lee Jones), the one who arrested Boris and shot off his arm in 1969. If Boris kills K in the past, this alters the future.

When K and partner Agent J (Will Smith) discover Boris on Earth, a rift occurs, as K dismisses J from the case. K does apologize, but before anything more can happen, he disappears because Boris succeeded in his time-traveling quest.

This leaves an altered present, one that J needs to correct. He goes back in time to fix the changes – and finds himself paired with a younger version of K (Josh Brolin). We follow their escapades in 1969 as they attempt to find Boris and stop him before he kills K.

Time travel movies can become murky morasses full of illogical plot points and anachronisms. MIB3 manages to mostly avoid these, largely because it cares more about the characters than the period topics.

Not that you won’t find a mix of gags based on the movie’s use of the late 60s. We meet some characters from the era and the film has fun with its ability to use hindsight. However, MIB3 doesn’t focus on these to the exclusion of all else, which makes those elements more effective.

It’s really the altered J/K dynamic that comes from the time travel that gives MIB3 its heart and spirit of fun. Brolin does a lot to help in that regard, as he channels Jones’ laconic take on K but doesn’t simply emulate the elder actor. Brolin develops a performance that feels right but still manages to come across as his own. He adds depth and emotion to a character who could’ve just been a cartoon.

Brolin also interacts well with the film’s lead. Five years ago, one might’ve argued that Will Smith was the biggest star in Hollywood, but he’s faded since then – largely due to an apparently self-imposed semi-exile, though. Smith made two movies in 2008 - Hancock and Seven Pounds - but didn’t do anything in the interim until MIB3. Nearly four years away from the big screen can seem like an eternity, so it’s natural that his status receded over that period.

Given MIB3’s underwhelming box office, it doesn’t appear likely to return Smith to the top of the heap, but it does remind us how likable and funny he can be. Smith and Brolin show great chemistry, and Smith manages to turn potentially lame lines into solid comedy. He has more than enough presence to carry most of the movie – unlike prior MIB flicks, Smith gets the majority of the screen time – and he allows his co-stars to excel, too.

Speaking of whom, Clement fares quite well as the movie’s villain, as he manages to seem both scary and funny at the same time. He delivers just enough menace to make us fear Boris and take him seriously as a world-killer, but Clement also offers subtle amusement as well. He becomes arguably the best MIB villain to date.

On the negative side, MIB3 does start slowly, so it doesn’t really become especially interesting until it goes back to 1969. While the opening scenes offer crucial exposition, they still seem somewhat flat, and Jones appears a bit disinterested in his part. I’m glad we spend most of the movie with Brolin as K since he delivers a much more involved take on the character.

In addition, MIB3 suffers from surprisingly dodgy visual effects. While these don’t take me out of the film, they seem less impressive than I’d expect from an “A”-list movie with a $225 million budget.

These quibbles aside, I think MIB3 continues – and maybe finishes – the franchise on a positive note. Although it probably still isn’t as good as the original, it’s much better than MIB2, and it’s a lot closer to the quality of the first flick than one might expect. It gives us a fun ride with a good emotional punch along the way.

Men in Black 3 appears in an aspect ratio of approximately 1.85:1 on this single-sided, double-layered DVD; the image has been enhanced for 16X9 televisions. The picture never excelled, but it was acceptable for SD-DVD.

Sharpness was usually fine. Wider shots tended to be a bit soft, but those instances weren’t extreme, and much of the flick offered decent to good clarity. Shimmering and jaggies were minor, but I noticed moderate edge haloes through much of the movie. That became the biggest distraction, as the edge enhancement could be rather prominent. Source flaws were non-existent, as I detected no specks, marks or other blemishes.

The film’s palette usually opted for a light bluish orientation, but this wasn’t too heavy. With the design range, the colors seemed fine; they weren’t especially strong, but they seemed acceptable. Blacks tended to be somewhat inky, but shadows showed reasonable smoothness. Nothing here did much to impress, but this was an acceptable presentation that lost most of its points due to edge enhancement.

More consistent pleasure came from the Dolby Digital 5.1 soundtrack of MIB3. The soundfield appeared broad and engaging throughout the movie. All five speakers got a strong workout as they displayed a lot of discrete audio.

This made for a convincing environment as we heard plenty of atmosphere and objects swirled actively and appropriately about us. Segments like the chases and fights stood out as particularly dynamic, with a mix of action sequences that kicked things into high gear. All these elements created excellent feelings of place and brought the material to life well.

Sound quality also appeared good. Dialogue was crisp and distinct. Speech showed no signs of edginess or any problems related to intelligibility. Effects were always clear and dynamic, plus they displayed virtually no signs of distortion even when the volume level jumped fairly high; throughout explosions, blasts, and various elements, the track stayed clean.

Music sounded appropriately bright and accurate and portrayed the score appropriately. The mix featured some pretty solid bass at times, and the entire affair seemed nicely deep. Overall, the audio provided the expected levels of involvement and activity.

Only a smattering of extras can be found here. Partners in Time: The Making of MIB3 lasts 26 minutes, 23 seconds and includes comments from director Barry Sonnenfeld, producer Walter F. Parkes, screenwriter Etan Cohen, executive producer G. Mac Brown, alien makeup effects creator Rick Baker, visual effects supervisors Jay Redd and Ken Ralston, production designer Bo Welch, production designer Doug Harlocker, animation supervisor Spencer Cook, digital effects supervisor Ken Hahn, and actors Will Smith, Tommy Lee Jones, Josh Brolin, Nicole Scherzinger, Michael Stuhlbarg, Jemaine Clement, Emma Thompson, and Alice Eve. The show covers story/character subjects, cast and performances, Sonnenfeld’s work on the set, sets and locations, alien/makeup design and visual effects, props and production design, and general thoughts.

This gives us a pretty standard – and fairly fluffy - behind the scenes piece. That said, we learn a decent amount of information from it, so it’s not bad. While I’d like something more in-depth – and I wish we’d gotten a commentary – “Partners” delivers an acceptable program.

Next comes a three-minute, 55-second Gag Reel. It delivers a pretty standard mix of mistakes and silliness. It’s nothing special, but it has a few mildly amusing moments.

We finish with a Music Video for Pitbull’s “Back in Time”. I hoped this would sample the Huey Lewis song of the same name, but instead it uses the old Mickey and Sylvia tune “Love Is Strange” as its framework. It’s a forgettable update on that tune. The video itself mostly mixes shots of Pitbull and movie clips, though it does manage to attempt to put him in the action, so it’s a watchable piece.

The disc opens with ads for Total Recall and The Amazing Spider-Man. These also appear under Previews. No trailer for MIB3 pops up here.

After the disappointing MIB2 - and a 10-year layoff – I didn’t expect much from Men in Black 3. However, the film manages to give us a clever, entertaining romp with a nice emotional payoff along the way. The DVD comes with erratic but generally decent picture, solid audio and minor supplements. It’s too bad the visuals and bonus materials aren’t more impressive, but I still recommend this likable flick.