Director Barry Sonnenfeld returns to the popular sci-fi comedy franchise he helped shape with "Men in Black III," the long-awaited sequel that reunites Will Smith's Agent J and Tommy Lee Jones's Agent K -- two Men in Black who monitor and control alien activity on Earth. J must go back in time to 1969 to avert a global extraterrestrial catastrophe and meets up with a young K, played with eerie verisimilitude by Josh Brolin.

The self-effacing Sonnenfeld is the first to admit that 2002's "Men in Black II" had some faults, but he insists that the current sequel is much closer in tone to the 1997 blockbuster original we all enjoyed. We asked Sonnenfeld about "Men in Black III"'s long journey to the screen, what happened to Frank the pug, and what the director would do differently to "Men in Black II" if he could travel back in time.

It has been 10 years since "Men in Black II." When did the idea for "Men in Black III" begin?

The story idea was Will Smith's. We were shooting "Men in Black II" when Will said, "Hey, I know what the idea for 'Men in Black III' is. In the opening scene, Men in Black headquarters is destroyed and K is missing. I have to time-jump back to another era to save Agent K." So, that basic story idea is his.

Do you feel like CGI technology has finally caught up with what you're trying to create in the "Men in Black" movies?

I don't really like using CGI for the aliens. What the CGI did for us in this movie was much more about set extensions and Cape Canaveral, which was almost entirely CG, as was a 1969 Shea Stadium. I think CGI is fantastic for that kind of stuff. I try to use Rick Baker's actual prosthetic aliens because then your actors can act with them and you can improv and change things.

I know that Peter Jackson has done extraordinary stuff like Gollum, but for me it is better and more photorealistic for scenes like the Chrysler Building jump in "Men in Black III." The worm guys are CG this time, but they are totally based on the "Men in Black" puppets by Rick Baker.

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What happened to Frank, the pug alien?

It is the same thing that happened to Zed and Tony Shalhoub. We wanted to make sure that relaunching the franchise didn't feel stale, and I can't tell you how many people asked, "Is Frank the pug in it?" There's a funny surprise regarding Frank, but we didn't want to go back to every alien.

What is your favorite new alien design in "Men in Black III" and why?

I love what Rick Baker did with Jemaine [Clement, who plays Boris the Animal] and his little buddy, the weasel. Jemaine was in makeup five hours a day.

Whose decision was it to make the '60 aliens look more retro than their 2012 counterparts?

Rick Baker said, "In the same way you are trying to make [the] Men in Black seem different, why don't we try to say that alien technology was a little different 40 years ago." That was Rick's genius idea.

If you could travel back in time like J in "Men in Black III," would you do anything differently for "Men in Black II"?

Yeah, sure. I would have made sure, A, that we had a better villain; and B, that we realized that the strength of the series was not comedy but much more about character development; and C, we didn't rush into production and had more time to get the script right so it could have been more emotional. However, let me say as Griffin [played by Michael Stuhlbarg in "Men in Black III"] would tell you, it would have been different and perhaps it wouldn't have been 10 years between that and "Men in Black III," so this new one might not have been as good. You can't go back in time.

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Is there anything peculiar that happened on the set of "Men in Black III"?

If you pay attention, you'll notice that Emma Thompson's office has no way in or out. She gets in and out via a jump cut!

Josh Brolin is so convincing as a young Tommy Lee Jones. If there is a "Men in Black IV," do you think we'd see Josh Brolin as K again?

I'm just waiting for "Men in Black III" to open. I have no idea, and it wouldn't be my decision. Josh is great and Tommy is great. All I know is that "Men in Black IV" should star Jaden Smith instead of Will. [pauses] I'm just kidding!