Men in Black III (MIB³) will likely play as a pleasant distraction only for those who don’t generally pay attention to what they’re watching. J (Will Smith) and Retro K (Josh Brolin) stumble from adventure to adventure on the road to the film’s conclusion at the Cape Canaveral launch of Apollo 11, underutilizing nearly every potential element of it’s fun time-traveling premise beyond by a well-played but ultimately throwaway cameo from Bill Hader as Andy Warhol. No real mention of Vietnam, The Beatles, Woodstock, Charlie Manson, or Martin Luther King Jr. (who was assassinated a mere year prior to the film’s proceedings).

The plot is charmingly simple enough: Despite a change in leadership (Emma Thompson steps in for former head Rip Torn), the Men in Black are still the top secret government agency in charge of monitoring extra terrestrial life on Earth. Agent J is now nearly as respected as Agent K (Tommy Lee Jones), and they are going about their regularly scheduled alien-fighting when Boris the Animal (Jermaine Clement) escapes from a moon-based maximum security prison. Boris travels back in time to 1969 to stop Agent K from arresting him and shooting off his arm, and J has to jump back in time to save him.

The trailers for MIB³ already establish that Brolin does a mean Tommy Lee Jones. The movie’s other accomplishment is Clement’s Boris — a fantastic mix of manic performance and make-up wizard Rick Baker’s worst nightmares, bringing us a franchise-best in the category of “Creepy As F***.”

You can see how this premise was awesome. So what doesn’t work? The person I saw it with expressed that the movie felt half-baked. How right he is. The problems with MIB³ can be chalked up to one thing: the script is sort of a first draft.

The story goes that the team went into production early with only a third of the script was written, assuming they would have the required pages by the time they needed them. But it didn’t happen. Production shut down, and everyone got together to figure out what sort of story they could build with what had already been shot. Rewrites and rewrites on rewrites happen all the time in Hollywood, often at the 11^th hour and usually for the better, but it only works when your film is fundamentally about something (read: Apocalypse Now or Blade Runner). All one really needs is a logline (one sentence synopsis) and a concrete theme to make a good film, and it doesn’t hurt when everyone involved with the production is proven talent and the budget is reportedly a ballooned $375 million.

MIB³ has its logline (“J goes back in time to save K and the world”), but it lacks that much-needed theme. The result? The front half of the movie is played without knowledge of where it is going, while the second half plays trying to make sense of what came before. Most of the dialogue, or at least more than is expected with the talents of director Barry Sonnenfeld and writer Etan Cohen involved, lands with a resounding thud. The script is fun and has promise, but it’s an unpolished and unsharpened knife trying to cut into a highly anticipated steak — often getting stuck on fat along the way.

And oh! the missed opportunities! For a film that takes place in an era that helped define modern science fiction, MIB³ seems curiously devoid of anything alien. The initial appeal of the Men In Black has always been the mix of space-age tech and button-downed simplicity — like Mad Men with UFOs. And while we get a taste of that (the sterile white MIB headquarters look pretty impeccable with typewriters), nothing much feels different from 1969 to 2012. Wouldn’t it have been swell to see them fight aliens with bullets and bouffants?