‘MiB II’ director Barry Sonnenfeld reveals which lens is comedy’s friend, why he fears digital projection, and how he came to direct a sequel once thought too expensive to produce. To hear Barry Sonnenfeld tell it, he was shanghaied. “I had no interest in directing at all,” moans the former cinematographer – who did acclaimed work as director of photography (DP) for the Coen brothers, Rob Reiner and Danny DeVito before he was offered the director’s chair for the “Addams Family” and “Men in Black” franchises. “I was very happy as a cinematographer. I thought I was totally in control of my craft. I could want something to look a certain way and it would look that way. I had the admiration of directors I respected. And then I was in L.A., doing pre-production on ‘Misery,’ when [producer] Scott Rudin sent me the script for ‘Addams Family’ and basically sort of forced me to direct it.” A little more than a decade later, Sonnenfeld’s set to mine his most successful film for more comic and box-office gold. “Men in Black II,” opening July 3, reunites Tommy Lee Jones and Will Smith as intergalactic customs agents K and J. I remember reading this interview a while back where you said a “Men in Black” sequel would be too expensive to make with you, Tommy Lee Jones and Will Smith all attached. What happened? The main reason it was going to be prohibitively expensive was less because of me, Tommy and Will, but more because of me, Tommy, Will and Steven Spielberg. Sony was able to come up with a formula to allow Tommy and Will and myself to make the movie, and for Steven to sort of come in later, and for Sony to come in later – so that Will, Tommy and I could share and reap some of the rewards we weren’t able to reap financially on the first one. However, none of that would have been interesting to us if it wasn’t that we really liked working together. I noticed that you played a lot of the movie’s little jokes in the trailer. There’s Will Smith trying to re-explain MiB to Tommy Lee Jones, and Smith just sort of shifts his eyes and sighs with these tiny, exasperated expressions. And it gets a laugh. Well, both on “Men in Black” and “Men in Black II,” I felt that I was ultimately making a buddy movie with a lot of smoke and mirrors – and the smoke and mirrors are aliens and visual effects. What ultimately makes the movie work or not is ultimately the small stuff, not how gooey an alien is or anything like that. I remember reading reviews that said the first “Men in Black” was, at heart, a small New York film. Yeah. But sequels always need to be “bigger,” right? How do you keep that intimate feel? You know, it’s the only way I know how to make movies. Somehow, the director’s personality comes out in a movie, even when he’s not trying. I mean, when I read the first draft of the first “Men in Black,” the movie took place in Laurel, Kansas; Nevada; Washington, D.C.; somewhere out in the middle of the desert – and I said to [producer] Steven Spielberg, “Look: If you hire me, all I want to do is make ‘The French Connection’ with aliens … . It’s just literally going to be a police-procedural movie with Popeye Doyle and whatever the other guy’s name is, and the only difference is they’re tracking down aliens. But the comedy will come from the fact that they’re tracking down aliens without ever acknowledging that it’s any different from tracking down, you know, a drug dealer.” And that’s always been my hope and sense of what comedy is – putting smart people in absurd situations and then letting them play it for the reality of the situation. When you were starting on the first MiB film, did you have to go through a process where you told the actors and everyone involved with the production to not play it as farce? Yeah. But you know what? My biggest role as a director is to make sure everyone – from the actors to the cameraman to the film lab to the costumer – knows that they’re not working on a comedy. Whenever I start a movie, the first three or four days of dailies are like incredibly too blown out and too bright. And then I call the lab and I go, “What are you doing? Why does it look like ‘Laverne & Shirley’?” And they go, “Well, we were told it was a comedy.” It’s all about making the script be funny – and making sure nobody else is trying to be funny. You told EditorNet that you initially resisted computer-generated effects, because as a cinematographer you lost control. Do you still feel that way? CG is both a blessing and a curse. It’s a blessing because you can visually do things you can’t do any other way. And the curse is you end up spending a great deal of your time directing people who are really good with the computer who may never have seen the light of day. These people are sometimes born and bred and forced to live year-round in small rooms with fluorescent lights – and you know, instead of being able to create things with actors and comedians, you’re trying to create comedy with a bunch of guys who want to know if you want more secondary muscle movement in the legs. And you answer, “If it’s funny.” And you’re directing a team of guys to make one character. It’s like you’re directing puppeteers. Well, no – puppeteers are actors. Puppeteers are easier. It’s more like directing two movies: There’s the 18 weeks of directing one movie with, you know, professional actors, and then there’s 50 weeks of trying to get actors out of guys who are really good in math. Delving a little further into the digital subject: I just watched “Episode II,” which was shot on digital video – and speaking as a lay viewer, I couldn’t distinguish it from a movie shot on film. If you like the way it looks, will you convert to digital tape? I’m less worried about shooting movies digitally than I am about projecting movies digitally. I think that George Lucas’ concept for, you know, 25,000 theatres with digital projectors is nothing short of a total disaster. Really. Yeah. It offers good things for the studios and the filmmakers, and unbelievably bad things for audiences. How so? Well, the reason it’s good for studios is, obviously, they save tens of millions of dollars a year on having to make 35-millimeter prints. And if you don’t have to make all those prints, you gain more post-production time – you just have to make a final mix and a master tape, and then that gets satellite-beamed or whatever. For instance, on “Men in Black II,” I’ve lost a month of joyful post-production simply because we’re making 8,500 prints worldwide – and they need a month to do that. Also, a digital release is perfect for George Lucas and the kinds of films he makes – because he can make a version with four more scenes, and four weeks into the run, when the movie’s making only $65 million a week, George can take out full-page ads saying, “Now with four additional scenes,” without having to make 4,000 new prints. He can literally satellite it to all the theatres. So for those reasons, I think it’s great. Where it is a total disaster – and I don’t understand why George Lucas doesn’t realize that – is in any modern art form, it is always the delivery system that is the weakest link. In terms of television, it’s how bad the picture is, it’s how bad the sound is … now what you’re going to do is take a mechanical medium – a light bulb with film running through it – and you’re going to have a digital projector with 57,000 moving mirrors? Believe me: Three days into any setup, everyone will be seeing a green, blue and red band around everyone’s faces when the projectors get out of alignment. You’re going to have no one who cares enough to even fix them … So the concept of digital projection is incredibly frightening to me. You can’t imagine how often – based on heat, humidity, temperature – these things go out of sync. And I think it will be a disaster for the moviegoing public, but it will be a helpful thing for studios anddirectors. It will give them more control. I know this is off-topic, but I know your readers are interested in this stuff. I think people – especially George – are being naïve about the reality of what the moviegoing public sees in most theatres. OK. Getting back to MiB II for a minute: Where did Linda Fiorentino’s character run off to? I didn’t want it to be Will, Linda and Tommy, and I didn’t want Linda to have to come in and get killed or something. So we make a very quick reference to the fact that no one likes working with Will’s character, because he became Tommy’s character – he’s sort of angry, and he keeps neuralyzing rookies because they don’t have his sense of professionalism. At some point early in the movie, Will says, “Look, Zed – you can’t blame me for Linda Fiorentino’s character going back to the morgue.” I didn’t want to bring Linda in just to kill her off. Right. You have Patrick Warburton for that. Yeah. That’s Warburton’s job. He’s very, very funny. He’s sort of become one of your day players. Yeah. [laughs] There are certain guys – Patrick Breen is one of them, Patrick Warburton, anyone named Patrick – who you just want to work with again and again. As a cinematographer, you’ve worked with the Coen brothers and you’ve worked with Rob Reiner and Penny Marshall – so you’ve sort of labored at the poles of “indie” filmmaking and mainstream Hollywood filmmaking. What did you take as a director from each of those filmmakers? I learned a great deal from working with Joel and Ethan Coen. What I came away with was a real sense that the cheapest way to make movies is with the longest period of pre-production – because it’s so much cheaper to make decisions when you don’t have the crew standing around playing Frisbee while you’re standing in the corner of the room with the DP going, “Well, what if we put the camera there?” When I became a director – and I’ve now directed my eighth film – I’ve always shot-listed the entire movie before I’ve started shooting. On Monday of every week, I bring that week’s work to the set and publish it – so the grips, the electricians, the prop people know every shot we’re going to do that week. That way, a grip can read it and say to me, “You know, on Wednesday, where it says ‘Boom up over the cart to reveal so-and-so,’ do we need a crane for that shot or is it just a little boom-up?” You’re not on the set on Wednesday saying, “Oh, God, you know what? We need a crane.” And I think the other person I learned from, after Joel and Ethan, is a producer named Scott Rudin. One of the things Scott taught me on the first movie I directed, “Addams Family,” was to, every weekend while you’re directing a movie, re-read the script. I sit down every Sunday, re-read the script, see what I’ve shot, see what I haven’t shot, see if I missed a transition or created a problem. I remember on the first “Men in Black,” every week I would read the script – and every morning I would say to the producers, “We’ve got an action-adventure comedy with no action.” We had a debate at the end between Will Smith and the creature we called “Edgar-Bug.” And they would go [dismissive tone] “Yes, yes, yes … .” And finally, the week before we were going to shoot the ending, I made them re-read the script for homework on Sunday. And Monday, they came in and said, “Oh, my God – you’re right. We’ve got an alien that gets into a talking debate about the universe.” And so we hired a writer and sat down and came up with a new ending where the Edgar-Bug swallows Tommy Lee Jones and Will keeps the bug on the planet and they get into a physical fight. And that didn’t happen until a week before we were supposed to be done shooting – because no one wants to do that homework. One of the things that strikes me about your work – other than its deadpan qualities – is that visually it’s very carefully composed. Yeah. I remember first seeing “Raising Arizona” and being struck by the symmetrical compositions and the Dutch angles. And it’s sort of followed you into the rest of your work. It’s just the way I see, you know? I used to be a still photographer before I became a cinematographer – and I always used very, very wide-angle lenses. In movies, with wide-angle lenses everything’s in focus, because everything’s of equal value. It’s hard to light with wide-angle lenses because it sees so much of the room. And what you need to do with these lenses – which are sort of the friend of comedy – is move the camera in a specific direction, so you can tell the audience where to look. Otherwise, they can look anywhere. But by moving the camera, you can say: “Look! We’re going towards that guy! He’s going to say something funny!” And then you just make sure the guy doesn’t say anything funny, or you’re in trouble. When a cinematographer is working for you, what do they have to watch out for? How do you talk to [MiB II cinematographer] Greg Gardiner? Well, the way I’ve always worked is that I say to them early on, “Look – I don’t want to have anything to do with the lighting. I want to talk to you about it, so we agree on a look – but I don’t want to get involved in the lighting, because I’ve got to direct, you know, actors.” The reason I hired Owen Roizman on “Addams Family” was that I had seen other cinematographers like Gordon Willis and John Alonzo and Bill Fraker move up their operator to DP when they became directors – and I think that’s a mistake, because what they were saying was, “I want to hold on to the camera, so I’m going to let my operator be the DP so I can still tell him what to do.” And I thought if I hired Owen Roizman, who’s such a brilliant cameraman, it would force me to work with the actors. I still do all the shot lists for all the movies I direct ahead of time. I hand them to the cinematographer. I choose the lens. But mainly we figure it out very quickly, and then the DP – in this case, Greg – lights. And I think, for the most part, cinematography is about lighting – which is why it’s said that the cinematography award always goes to the movie with the most sunsets, ‘cause that’s easy. You moved pretty quickly from cinematographer to director. Was that through-line in your career always the goal? God, no. You told EditorNet that you hate to direct. Well, it’s very stressful for me. I find it very difficult to have what I do in life judged by a whole bunch of people after it’s done. You know, you make these movies and they’re all your children – and some go on to Harvard and some go on to not graduating high school, but you don’t love them any less, you know? To see your children reviewed in the world forum is a very difficult thing for me. You know, directing is all compromise. You have an idea for a great shot to take place at sunset, and it’s overcast and drizzling and you can’t afford to come back, and that other actor had to go to New York for a junket, so you’ve got to shoot this shot anyway. It’s all compromise and sadness and losing of control. I hate to compromise and I hate to lose control, so I find directing very difficult. Now, is your stance on directing an evolving stance, depending on what point you’re at in production? No. There’s no part I like. I like post-production the most. But it’s always compromise and losing control and disappointment. Do you think you’ll ever return to cinematography? Uh, not unless I can make my director’s salary as a DP.