Long before Will Smith uses a sci-fi doohickey to travel back to 1969, time already seems out of whack in 'Men in Black 3.' The film supposedly takes place in 2012, 14 years after Agent K (Tommy Lee Jones) first recruited Agent J (Smith) into the secret order of the world's well-dressed space cops. But the film looks like it takes place in 1997, from the creature and set design, right down to the wildly dated 'Jerry Maguire' jokes. In other words, 'Men in Black 3' has been brewing for a long time -- but very little of it feels ready for public consumption, even after all those years of development.

Take, for example, the opening sequence, where an interstellar baddie named Boris the Animal (Jemaine Clement) escapes from a maximum security prison with the help of an anonymous woman in mini-skirt and heels. The scene is impeccably shot, handsomely designed, and shockingly nonsensical. Boris is a brutal psycho who kills his victims by shooting them with needles from a symbiotic spider alien that lives inside his hand. The woman, who is apparently human, has no name or motivation and offers no explanation why she would help a sadistic alien criminal who's been incarcerated for decades bust out of jail (nor does the movie explain how she got to this jail, which is located in a fairly inaccessible location, in the first place). But, hey, the sidekick character is dropped after the first scene and never seen again, so who cares why she did any of it! Can you believe this movie reportedly went into production without a finished shooting script? Crazy!

Back to Boris: he travels through time to get revenge on K for cutting off his arm and locking him away for 40 years. One chronotripping murder later, and everyone believes that K died heroically in the line of duty decades earlier; everyone, of course, except J, who convinces his new boss Agent O (Emma Thompson, replacing Rip Torn as the head of MIB) to let him go back in time to try to save K and restore the proper flow of history.

Time travel in the 'Men in Black' universe is achieved 'Back to the Future'-style: you need a high-tech gadget and you need to move really fast. In J's case, that means a jump off the Chrysler Building and a perfectly timed activation of maybe the most poorly designed piece of technology in history -- can you imagine how messy beta testing got? Of course, this pendant wasn't invented by a time traveler; it was invented by a director, Barry Sonnenfeld, and a screenwriter, Etan Cohen, who thought it'd look cool to have a sequence where Will Smith jumps off the Chrysler Building and survives. And it does look cool; even the depressingly mandatory 3-D effects add that extra oomph of vertiginous depth.

On his way to 1969, J is warned to be on his toes: late '60s America was a very different time and place than 2010s America. The idea of a strong African-American man's culture shock upon encountering the racism of the past is one of the more interesting ideas the movie broaches, sanitizes, and drops. Eventually, J hooks up with the young version of K (Josh Brolin, channeling Jones with the precision of a man possessed) and together they set out to stop Boris from doing something with this other super-powerful device that needs to go in space and create a shield because these aliens are coming or whatever.

Increasingly at odds with the older K's curmudgeonly attitude, J's trip to the past gives him the opportunity to learn just what made him such a surly grump, and to discover the truth about his mysterious past with Agent O. This is another page out of the 'Back to the Future' playbook; it's Marty learning about his parents in 1955 Hill Valley. Hey, it worked in 'Back to the Future;' why not in 'Men in Black 3?' Well, for one thing, 'Back to the Future' had a screenplay, and a damn good one, at that. 'Men in Black 3' clearly did not (according to The Daily Beast, the film went into production without a finished script to accommodate Smith's schedule and take advantage of an expiring tax credit).

Cohen's screenplay sets up all kinds of threads it never bothers to pay off: why is K so curmudgeonly? Who knows?! What was the exact nature of K and O's relationship and why aren't they together anymore? Who knows?! Imagine a version of 'Back to the Future' where Marty has to try to save the day without going to the Enchantment Under the Sea dance, and you start to get the idea.

The wisecracking role of J still fits Smith like a glove, and Brolin does a remarkable job capturing Jones' mannerism and cadences. But the two don't have a whole lot of notes to play; their oil-and-water chemistry blends into bland vinaigrette. The best characters are the supporting eccentrics that help J back in the '60s, including Michael Stuhlbarg, as a sweet-hearted alien who sees the world as an infinite web of possible futures, and Bill Hader as Andy Warhol, who, in the conspiracy theory fueled world of 'Men in Black,' is not exactly who he seems.

Sonnenfeld, director of 'Get Shorty' and 'The Addams Family' along with the previous two 'Men in Black's, is way too much of a pro to let 'Men in Black 3' devolve below a level of baseline competence. But even without the bad publicity, anyone could see that the film was lacking in the screenplay department. It's written -- or rather rewritten and then hastily improvised on the day -- all over the actors' faces in every single scene.

The appeal of the 'Men in Black' material is the idea that just below the ordinary-looking surface of the world we see every day lies an incredible world of weirdness and wonder. Too bad there's nothing below the better-than-ordinary-looking surface of 'Men in Black 3' -- no weirdness, no wonder, and certainly nothing worth thinking about after the movie's over (except maybe how great a Bill Hader Andy Warhol spinoff would be). The film is never inept, but it's almost completely inert.

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'Men in Black 3' hits theaters on May 25th.

Matt Singer is a Webby award winning writer and podcaster. He currently runs the Criticwire blog on Indiewire and co-hosts the Filmspotting: Streaming Video Unit podcast. His criticism has appeared in the pages of The Village Voice and Time Out New York and on ‘Ebert Presents at the Movies.’ He lives in Brooklyn with his wife, dog, and a prop sword from the movie ‘Gymkata.’

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