I love the first Men in Black. Really, truly, sincerely love it; to me, it’s the Ghostbusters of the ’90s. If you know me, that’s high praise. I was seven years old in 1997, so there’s always going to be some nostalgia attached to my memories of the movie, but I was surprised by how well (read: completely) it held up when I watched it again a couple years ago. I so adored the first film that when the sequel came out in 2002, there I was on opening day dressed all in black, wearing sunglasses and an MiB: Alien Attack hat I’d gotten at Universal Studios earlier that year. It’s fair to say I was excited. Even at 12, though, I felt something missing from the sequel. Like Ghostbusters II, it lacked the freshness of the original, content to rest on its laurels and half-heartedly copy what made the first so enjoyable.

That said, it’s a pleasure to see Agents J (Will Smith) and K (Tommy Lee Jones) still knocking E.T.s around in Men in Black III, and perhaps more so to see that their partnership has been developing off-screen over the last ten years. J is still the wisecracking hothead of the pair, and K the no-nonsense straight man. But they’ve grown complacent in their roles. When J wants his partner to actually open up for once, K can’t. Still, they’re partners, so when K disappears and no one but J can remember him, J resolves to get to the bottom of things. It turns out that there’s been a fracture in the time stream; K was killed in 1969 by a nasty piece of work called Boris the Animal (Jemaine Clement). Time travel was made illegal long ago, but J doesn’t seem to have much trouble tracking down an undercover time travel service. He jumps (literally) back to the day before K was murdered; hijinks ensue.

The film had much-publicized production troubles: filming started with only one act of the script finished; sets had to be redesigned and rebuilt to accommodate Smith’s improvisations; production was halted and delayed several times when everyone involved realized that time travel logistics are a pain in the ass; and Smith had a really big trailer. In other words, it had all the hallmarks of a bloated Hollywood misfire. It’s some kind of miracle that the finished product works as well as it does–better than it has any right to–but it does have its fair share of problems.

It’s difficult to fathom the $225 million price tag. None of the action scenes really land, worst of all being the opening sequence in which Boris the Animal escapes his lunar prison. It feels very generic, neither exciting nor especially amusing, though Clement clearly relishes in playing the villain. It’s a bad note to start on, and the fight scenes and chases that follow aren’t particularly inspired. Director Barry Sonnenfeld has always had a slick, commercial style, but he brought an offhanded sense of humor to the first film that felt fun and loose. His visuals have only become glossier and more polished with time, to the point that they occasionally threaten to suffocate the on-screen action. Etan Cohen is the only credited screenwriter, but original MiB scribe David Koepp and Jeff Nathanson also took stabs at the script, resulting in a ramshackle structure that lacks a palpable sense of urgency.

Those are all pretty notable flaws, but there’s also a surprising amount of cleverness for a decade-late threequel. At this point, no one can doubt Smith and Jones’ crackerjack chemistry, and whenever the movie sits back to let J and K trade not only barbs but loaded silences, it succeeds in reminding us of what brought us to the theater in the first place. Despite all the tinkering, the time travel bits make no sense–neither did Back to the Future‘s, you know?–but J’s adventures in 1969 also allow for some subversive commentary. He’s pulled over for driving a fancy automobile just because he’s black (though, as he admits after getting all righteous on the bigoted cops’ asses, he did actually steal this one), shares a less-than-impressed fist-bump with a Black Panther, and discovers that one of the ’60s’ most outré cultural icons was actually an undercover MiB agent. I won’t spoil who said icon is, but he’s played by Bill Hader and gets the film’s funniest moments.

That’s all fun stuff, but the movie steps up its game in regard to a few important aspects. The first and most obvious is Josh Brolin as a 29-year-old K in ’69. Brolin’s performance is one of the greatest impersonations I think I’ve ever seen. He doesn’t just put on a Southern accent and squint his eyes, he embodies Tommy Lee Jones, mimicking every mannerism and vocal tic. I didn’t realize how limited Jones’ screen time actually was until the movie was over; that’s how good Brolin is at replicating his rapport with Smith. It’s an impressive feat, and comes out of absolutely nowhere to be one of the best performances I’ve yet seen in 2012. Another invaluable addition to the cast is A Serious Man‘s Michael Stuhlbarg as Griffin, an alien who can see any and all possible futures. There’s a quiet beauty to Stuhlbarg’s performance, equal parts melancholy and innocent joy. He helps our heroes get where they need to be, constantly hoping they’re not in the timeline where something terrible happens and always relieved when they’re not.

Then there’s the ending. The movie goes in a direction that I was absolutely not expecting, and the fact that it does makes one realize that for all the film’s faults, Sonnenfeld and everyone involved really tried. Whether or not the production was disastrous, whether or not the budget ballooned to an insane amount, there’s real effort behind it all. As J fights to make sure K has a future and discovers what led him to become the closed-off grump he is today, the film provides us with an essential piece of context for their relationship. I’m not sure I’m ready for Men in Black IV, but I was heartened to realize that the filmmakers have the same affection for their world and its stars that I did all those years ago.