Fans of "Men in Black" are in on the jokes in "Men in Black 3."

The jokes are plentiful in "MIB 3," which cleverly weaves its time-travel plot in with 1969 events, places and personages, including the launch of Apollo 11, which landed NASA astronauts on the moon, at then Cape Kennedy and pop icon Andy Warhol and his happenings at The Factory.

"MIB 3" is an entertaining summer popcorn movie which boasts a spot-on performance by Josh Brolin as the young Agent K (Tommy Lee Jones, who also appears in the movie in contemporary scenes).

"MIB 3" is hampered by a reliance on two supporting characters who are just a bit, well, off.

The character of Boris the Animal (Jemaine Clement) figures prominently in the film's opening sequence as well as the '60s flashbacks. Inexplicably, the contemporary Animal confronts his '60s self. If you can figure out the logic behind this, let me know.

Time travel plots are inherently illogical. Say, for example, I would -- right now -- time travel to the future. This movie review would've been already written. You've would've already read it.

Meanwhile, Clement ("Flight of the Conchords") labors under heavy makeup and with a frequency-modulated voice.

Michael Stuhlbarg as Griffin, who can look into the future, or the near future of the past (still with me here in the present?), in a Nordic style winter knit cap, resembles singer-songwriter James Taylor so much as was expecting to see him grab an acoustic guitar and sing "Sweet Baby James."

The '60s icons are evident at Andy Warhol's The Factory where Bill Hader has fun portraying the pop art figurehead.

Brolin is superb as young Agent K. He seems to be "channeling" Jones.

Brolin's role is so prominent that Will Smith as Agent J is almost a supporting player.

Jones is a supporting player, with little screen time. Still, it's great to see him go avuncular.

Emma Thompson is fun in what amounts to not much more than a cameo as Agent O.

"MIB 3" is filled with gizmos, from "Star Wars"-looking guns, to one-wheel cycles, and so many aliens that scenes at the "MIB" Agency headquarters look like a gathering of "Trekkies" at a "Star Trek" convention.

Director Barry Sonnenfeld is back for the "3"-go-round. The screenplay by Etan Cohen ("Madagascar: Escape 2 Africa," "Tropic Thunder") is based on characters created by Lowell Cunningham, on whose comic book the "MIB" series is based.

The Imax 3-D effects at times (especially the scene with Agent K atop New York's Chrysler Building) may have you gripping the hand of your seat partner, or the seat arm itself.

With the box office success of "MIB 3," a "Men in Black 4" is could be in the offing. We'll have to wait for the future to find out.

"Men in Black 3," MPAA Rated PG-13 (Parents Strongly Cautioned. Some material may be inappropriate for children under 13) for sci-fi action violence, and brief suggestive content; Genre: Action, Comedy, Sci-Fi; Run time: 1 hour, 44 minutes; Distributed by Columbia Sony Pictures.

Credit Readers Anonymous: "Back in Time" (not the Huey Lewis and the News' song from the 1985 movie, "Back to the Future"), written and sung by Pitbull (aka Armando C. Perez), Marc Kinchen, Adrian Trejo and Urales Vargas samples "Love is Strange," a 1956 hit by Mickey & Sylvia written by Sylvia Robinson, Bo Diddley and Mickey Baker.

Box Office, June 8: "Madagascar 3: Europe's Most Wanted" opened at No. 1, with $60.3 million and "Prometheus" opened at No. 2 with $50 million, pushing "Snow White and the Huntsman" to No. 2, with $23 million and $98.5 million, two weeks.

4. "Men in Black 3," $13.5 million, $135.5 million, three weeks; 5. "The Avengers," $10.8 million, $571.8 million, six weeks; 6. "The Best Exotic Marigold Hotel," $3.2 million, $31 million, six weeks; 7. "What to Expect When You're Expecting," $2.7 million, $35.7 million, four weeks; 8. "Battleship," $2.2 million, $59.8 million, four weeks; 9. "The Dictator," $2.1 million, $55.1 million, four weeks; 10. "Dark Shadows," $1.3 million, $73.7 million, five weeks

Unreel, June 15:

"Rock of Ages," PG-13: Tom Cruise stars as Stacee Jaxx in the movie version of the Broadway play that incorporates heavy metal rock music in a storyline that is set in 1987 and takes place on Hollywood's Sunset Strip. Julianne Hough, Alec Baldwin, Catherine Zeta-Jones and Russell Brand also star.

"That's My Boy," R: In the comedy, Donny (Adam Sandler) tries to bond with his son Todd (Andy Samberg) after they haven't seen each other for several years.

"The Woman in the Fifth," R: A college professor (Ethan Hawke) goes to Paris where he meets a widow (Kristin Scott Thomas) who is a murder suspect in the thriller.

Read previous movie reviews by Paul Willistein at the Times-News web site, tnonline.com, where the movie reviews are archived. Email Paul Willistein pwillistein@tnonline.com [1] and on Facebook.

Three Popcorn Boxes out of Five Popcorn Boxes