Men in Black II (2002)

Last updated:
August 11, 2025

Men in Black II, directed by Barry Sonnenfeld, continues the adventures of the secret government agency that monitors and regulates extraterrestrial activity on Earth. With Will Smith and Tommy Lee Jones back as Agent J and Agent K, the film brings a blend of comedy, sci-fi action, and quirky alien designs.

Table of Contents

Detailed Summary

Opening: A Threat from the Stars

The movie begins with a campy “Mysteries of the Unknown” style TV show narrating the legend of the Light of Zartha, a powerful object hidden on Earth to protect it from the evil alien Kylothians. In present day, the main antagonist, Serleena (Lara Flynn Boyle), a shapeshifting Kylothian disguised as a lingerie model, lands on Earth searching for the Light of Zartha.

Agent J’s New Role and an Uncooperative Partner

Since Agent K retired at the end of the Man of Black (1997), Agent J (Will Smith) has become the top agent at MIB. However, he struggles to find a partner he’s compatible with, neuralyzing one after another. When Serleena takes over MIB headquarters to find the Light, J realizes he needs K’s expertise—only problem, K (Tommy Lee Jones) has had his memory erased and is living as a postmaster named Kevin Brown.

Restoring K’s Memories

J tracks down K and tries to convince him of his past life, leading to comedic moments in a small-town post office filled with aliens disguised as postal workers. Using a “Denuralyzer,” J restores K’s memories, but not before Serleena sends alien thugs after them.

The Chase for the Light of Zartha

With his memories back, K remembers fragments about the Light’s location, but the truth is still locked in his subconscious. They follow clues, encountering Frank the Pug (the wisecracking alien dog) and the tiny worm-like aliens known as the Worm Guys. Meanwhile, Laura Vasquez (Rosario Dawson), a young woman working at a pizzeria where the first attack happened, becomes increasingly important to the mission.

Revelation of Laura’s True Identity

As the pieces come together, K remembers that the Light of Zartha is actually a living being—and it’s Laura herself. She must be returned to her home planet before midnight or Earth will be destroyed.

Movie Ending

The climax takes place at a rooftop launch site. J distracts Serleena with a fight while K gets Laura to the ship in time. Serleena transforms into her true monstrous Kylothian form, but she’s taken down in a blast from the ship’s engines. K reveals to J that Laura may also be his daughter, though he keeps the truth ambiguous. Laura successfully departs Earth, saving the planet.

In the film’s final scene, J and K head back to work, revealing that the universe is much bigger than anyone imagined—literally showing Earth as a marble in a giant alien’s locker, and then the MIB locker being just another tiny container in an even bigger alien world.

Are There Post-Credits Scenes?

Yes. There is a mid-credits gag scene showing the worm aliens partying in MIB headquarters. There is no significant plot continuation in a post-credits scene, but the mid-credits moment serves as a comedic send-off.

Type of Movie

Sci-fi comedy with action and buddy-cop elements.

Cast

Will Smith as Agent J
Tommy Lee Jones as Agent K / Kevin Brown
Lara Flynn Boyle as Serleena
Rosario Dawson as Laura Vasquez
Johnny Knoxville as Scrad / Charlie
Tony Shalhoub as Jeebs
Rip Torn as Zed
Tim Blaney as Frank the Pug (voice)

Film Music and Composer

Score by Danny Elfman, blending jazzy, upbeat orchestration with sci-fi motifs. The soundtrack also features Will Smith’s “Black Suits Comin’ (Nod Ya Head)” as the main theme song.

Filming Locations

New York City – primary filming location for exterior scenes, reinforcing the urban setting that defines the MIB universe.
Los Angeles sound stages – for alien headquarters and effects-heavy sets.

Awards and Nominations

Nominated for Saturn Awards for Best Science Fiction Film and Best Supporting Actor (Tommy Lee Jones).
Nominated for Teen Choice Awards in several categories.

Behind the Scenes Insights

Tommy Lee Jones was hesitant to return but agreed after reading the revised script.
Lara Flynn Boyle’s Serleena costume had to be redesigned to allow her to breathe and move comfortably.
Will Smith improvised much of his comedic dialogue.
The Worm Guys became so popular from the first film that their roles were expanded.

Inspirations and References

The movie draws inspiration from Lowell Cunningham’s Men in Black comics but diverges heavily from the source material, especially in tone and humor. The concept of the Light of Zartha is original to the film.

Alternate Endings and Deleted Scenes

Deleted scenes include extended sequences with Frank the Pug and a longer introduction for Serleena’s arrival.
An alternate ending featured a more direct reveal about Laura’s origins, but was cut to keep her identity more mysterious.

Book Adaptations and Differences

The film has a novelization that expands on K’s memory loss and Serleena’s backstory, adding details absent from the movie.

Memorable Scenes and Quotes

Key Scenes

J visiting K in the post office, revealing alien postal workers.
The subway alien fight with J saving commuters.
The final rooftop showdown with Serleena.
The “giant alien locker” twist ending.

Iconic Quotes

Agent J: “You know what the difference is between you and me? I make this look good.”
Agent K: “We’re not hosting an intergalactic kegger down here.”
Frank the Pug: “I’m not a dog, I’m an alien!”

Easter Eggs and Hidden Details

The locker scene includes miniature versions of famous New York landmarks.
Several alien designs are recycled from the first film as background extras.
Celebrity cameos (like Michael Jackson wanting to be “Agent M”) are hidden in quick cuts.

Trivia

Michael Jackson’s cameo was real—he actually asked Barry Sonnenfeld to be in the movie.
The worms’ coffee addiction was based on a real-life crew habit during filming.
Johnny Knoxville played two characters simultaneously with prosthetics and animatronics.

Why Watch?

It’s a lighter, faster-paced follow-up to the first Men in Black, with more absurd humor, new alien designs, and expanded world-building.

Men in Black II (2002)