In the relentless eighty-eight minutes of "Men In Black II," Sonnenfeld turns the Laurel and Hardy-style teaming of secret agent/planetary guardians Jay (Will Smith) and Kay (Tommy Lee Jones) into the occasion for a relentless string of visual one-liners. Yet the cinematographer-turned-director's way with deadpan visual humor is equaled by few directors. A problem writing about a movie like this is just how startling the jokes are, if some jerk reviewer hasn't given them away, that is. Newcomers include evil alien-turned-underwear model Lara Flynn Boyle, a two-headed half-wit sidekick played by Johnny Knoxville, and the startlingly beautiful Rosario Dawson as a potential love interest for Smith, if he doesn't have to erase her memory. (You want a director to give Dawson the classic direction: Don't just do something—stand there.) Plus Frank the pug. Do not allow anyone to tell you anything that Frank the pug does. Just tag after him with a grin on your face.

"It smells like hamburgers," Sonnenfeld says in his nasal deadpan, entering the interview suite. "It's just my mints," I say. "Ah," he says, recognizing the smell of a dumb joke, and "Ah," as if lifting his forefinger in dispensation. I ask his ideas about what's makes a still frame funny, as in many of his pictures, and in other comedies, like Laurel and Hardy or Buster Keaton pictures. "Sometimes I really like to move the camera a lot and make the camera a character or a participant in the movie. And other times I like the camera to be in one place. To me, it's all about what that specific comedy calls for. Comedy, when the writing is really good, and the actors are really are good, comedy plays out in two shots. Comedy plays out with action and reaction in the same shot. Editing is the enemy of comedy, when it's working and when the actors are talking fast enough. I think many comedies cheat by cutting to the joke. I'll tell you a perfect example—No, I won't."

It's that perfect? "No, you know what, it involves the end of the movie and I don't really want to tell the audience that [Sonnenfeld bluntly states the punchline of the film], so then we'd just be wasting our time telling a story you can't use."

Actors are one thing, but are the CGI guys funny? "That's the sadness. That's the sadness. CGI guys tend never to have been outside their strange environment. What I've been saying to companies like ILM is they need to get fewer computer guys and more filmmakers. They should be recruiting people from editing, storytelling. You basically spend an insane amount of time just talking not so much about lighting, but just the comedy of the pace, the speed at which things move. I can talk to actors and get to them. They're my vessels. I tell these guys, even Will and Tommy somehow know deep down in their hearts that whatever their comic instincts are, they have to subvert to my comic instincts when they work with me. But it's much harder to convince CGI guys they're in a comedy."

It's different from animation. "Yeah, instead of bringing people up through animation, they're bringing them up through computers. Veteran animators know comedy. [Effects technicians] are coming up through the ranks incorrectly. You need filmmakers who learn about computers, not computer guys who learn about film. They also have to get out and like date and stuff."

Sonnenfeld also has strong ideas about the lenses he uses. "Only the 21 millimeter [an unusually wide-angle lens] is funny. I remember on 'City Slickers 2,' Billy Crystal called me up. I had done two movies with Billy as a cinematographer, 'Throw Mama from the Train' and 'When Harry Met Sally.' Billy called me up one day and said, 'Hey, this director is using really long lenses. It's not going to be funny, is it?' I said, 'No.' They're like 100-150 millimeter. I said, 'You don't got a comedy there, Billy.' I was kidding! And then it turns out I was right! With a wide-angle lens, they have a tremendous amount of energy. If there's a wide-angle lens a foot away from me, if this lens is looking at me from my stomach to my head, all I do is lean forward this much—" he leans forward about six inches— "now I have a close-up of my head. This little bit of movement is creating tremendous energy. With a telephoto lens, if I was way back there with a 150mm, shooting a close-up of you, you could walk forward six feet and you'd get nothing. So there's no energy to the lens. I think audiences—this is [ITAL]realllly[ENDITAL] boring stuff—but I think audiences really sense where the camera is. I'll put on a normal lens. I'll look and I'll go, 'This feels like a documentary, this feels like I'm just recording the story.' I want to feel like the audience is right there with them and the audience subconsciously feels the presence of the camera being close to their really big movie stars."

Because he's so articulate about comedy, and most of his pictures are hilarious, I wondered how Sonnenfeld accounted for a comic and effects misfire on the scale of "Wild Wild West." "'Wild Wild West' had different problems," he says. "'Wild Wild West' violated my single strongest rule of comedy, which is never put two funny guys in your comedy. You always need a funny guy and a straight man. When I cast Will and Kevin Kline in that movie, Will and I realized early on that Kevin was never going to be the straight man, Kevin was going to be the goofy guy. Which meant that Will had to be a straight man. The other thing is, I think in a weird way, the audience was actually going with us as a cowboy movie, and the second the CG creature, the tarantula came into the movie, they did not go there and they did not buy the conceit of this Western science-fiction movie. And they were gone. I remember seeing it for the first time with an audience and going, 'Oh my God, I get it.' There were weird ether things, too. Why does one movie do unbelievably well and another one.... I mean, I really don't know why... It's almost impossible for 'Big Trouble,' released by a major studio, to do seven million at the box office. I think it's a really funny movie that I'm proud of. If we were sitting here today and 'Big Trouble' had done ninety million and 'Men in Black' had done fifty million, I wouldn't be any more surprised that what actually did happen. You can't figure that out."

Trying to figure things out gives Sonnenfeld an enormous amount of stress. On the set of this film, he thought he was dying. "I was shooting a scene in front of the Rose Planetarium with Will Smith and Patrick Warburton. And our script was still in flux. The studio was in town, Walter Parkes and Laurie McDonald were in town, the writer, Barry Fanaro, was in town. So I was working on the script during the day and then going to shoot at night. I was feeling extraordinary pressure. I felt, at various points, because the first one was so successful financially, everyone was very nervous about making sure this one was equally good—financially. I always feel a great deal of pressure just like going to the supermarket, so this was overwhelming pressure. The script wasn't there yet, we were having disagreements about what the script needed. I was always, always, desperately trying to find more comedy, more physical action, more comedy set pieces. But you can't describe that to a studio—'We need another comedy set piece.' It was just a very, very rough time.

"We got done shooting the first part of the scene at about one o'clock in the morning. We broke for lunch, I went to my camper and in my camper was Graham Place, the line producer, and Barry Fanaro, the writer, and I said, 'Y'know what, guys, I'm not going to eat, I'm going to go lie down on my bed and meditate.' I had just taken up meditation, thinking that would reduce the stress. So while in the physical act of meditating, or whatever you call that act, my arm falls asleep. My fingers go totally cold. My armpit starts to hurt. And my chest feels like someone is blowing a balloon up inside it. I come out into the main room of the camper, and I say to Graham and Barry, 'OK, now let's drive to Bellevue, I'm having a heart attack.' Of course, I lived in New York, and somehow the word Bellevue comes out. We drive to Bellevue, where I am the only person not in either leg shackles or handcuffs, because from midnight to five in the morning, they bring in inmates from Riker's Island to get dental work done or something. So there I am, of course, [since] I'm Jewish, I give Graham the phone number of my dad's cardiologist because all older Jews have cardiologists and he calls his cardiologist. He's out, but he gets his associate, and this woman says to him, first of all it's two in the morning, you don't call the doctor, the hospital calls the doctor, and second of all, what the hell is he doing in Bellevue? Get him out of there!

"So I go next door to NYU. I'm in the emergency room, I got the things, the monitors and all night long there is a woman lying next to me, just the other side of the sheer curtain, saying, "I need quinine." Over and over. Remember Danny Hedaya in 'Joe Vs. The Volcano'? 'I know he can get the job, but can he do the job?' All night. 'I need quinine! I need—' All right. So the next day they do all the stress tests, all that stuff, the cardiologist comes out to Graham, says, there's absolutely nothing wrong with his heart. His heart's amazing, there's no plaque, there's no this, there's no this. I've never seen anyone under more stress in their life. You immediately have to get him into a program of meditation.' He says, 'He was meditating when he had the heart attack.' 'OK, he's really got to get into a program of swimming.' 'He doesn't swim.' I swear, I have a nine-year-old daughter, Chloe, who says, 'Dad, I'd get in the pool with you, but I really want to go in the deep end and I also don't want to worry about you, so I'm just going to wait for [her friend] Morgana to come over.' I suffer with extraordinary stress, and that's what happened, but we're here today and—" He knocks the table. "I think any other stressful movie I do, I'm going to do on the West Coast within walking distance of Cedars. I think that would be the way to go."

"MIIB: Men in Black II" opened July 3.

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