It's been a decade since Men in Black 2 and a lot has changed, including technology. Yet the Men in Black world remains a Looney Tunes mash-up of old school and new school sensibilities. However, this time out, Will Smith's Agent J travels back in time to save the world and Tommy Lee Jones' curmudgeonly Agent K. And it seems fitting that Josh Brolin plays the younger K in 1969. Not only do the two actors look alike (they've got the largest heads in the business, according to director Barry Sonnenfeld), but they also co-starred in the Oscar-winning No Country for Old Men. 

For Sonnenfeld and Sony Pictures Imageworks (which created more than half of the 1,200 VFX shots), though, it was an opportunity to raise their game in 3-D yet keep it consistent with the overall kitschy look. "It's all about seamless integration," suggests VFX supervisor Jay Redd, who collaborated with Ken Ralston, the dean of supervisors at Imageworks. To this effect, Sony used its new HDRI technique by shooting with the Spheron camera, which spins 360 degrees and shoots at 26 stops of exposure. That's for set lighting and better integration of animated characters. They did lots of set extension and augmentation; they built an entire digital New York and Cape Canaveral; they added eye blinks and movement to Rick Baker's practical creatures; and the Time Jump with Agent J off the Chrysler Building was pretty intricate.

All images: Copyright: © 2012 Columbia Pictures Industries, Inc. All rights reserved. Images courtesy of: Sony Imageworks.

"There's a certain stylization that goes on in a Men in Black movie and Ken is always nudging me about not being so real all the time," Redd continues. "And Barry was the same way. There's a whimsy to Men in Black."

"It really is a full-blown cartoon in many ways and Barry's movies are very stylized and we just tried to incorporate that," Ralston adds. "It was a tough thing for Jay and me to get. A style and crazy look yet help the audience feel that what they're looking at is real."

The Time Jump, which is the most fantastical effect, is all about maximizing the looniest aspect of the time travel plot. It was one of the first sequences that was worked on and wasn't completed until the very end. Spencer Cook, the animation supervisor, worked on early previs. Then The Third Floor stepped in to create the previs. They experimented with angles, lenses and speeds. How does it work in 3-D? How tall does the Chrysler Building have to be? How many cuts do you need for the two-and-a-half minute sequence?

"Again, it was truly a mix of every possible thing we could throw in there," Ralston offers. "There's all of Will in CG, some of Will in CG, the environment. It was a fun design sequence that pushes the loonyness more than any of the other sequences. How far can you go before it becomes so crazy?"

In fact, even though they spent hundreds of thousands of dollars testing with stereoscopic rigs, Sonnenfeld insisted on doing the 3-D as a post conversion. He's an old-fashioned film guy and for his squash-and-stretch brand of comedy and the way he composes shots, it just didn't make sense shooting the movie natively in 3-D. The result really enhances the comedy.

"I've always seen in 3-D and have always shot as if I was shooting in 3-D," boasts Sonnenfeld. "There are certain things that 3-D really likes: on-axis and straight-ahead moves, which is all I've ever done as a director and cinematographer. And 3-D hates over-the-shoulder shots and panning and I hate panning. I never let the Coen brothers pan in their first three movies: I was all about the tableaux.