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Men in Black II (stylized as MIIB) is a 2002 American science fiction action comedy film directed by Barry Sonnenfeld and starring Tommy Lee Jones, Will Smith, Lara Flynn Boyle, Johnny Knoxville, Rosario Dawson, Patrick Warburton, Tony Shalhoub and Rip Torn. The film is a sequel to the 1997 film Men in Black and was followed by Men in Black 3, released in 2012. This series of films is based on the Malibu / Marvel comic book series The Men in Black by Lowell Cunningham. A video game partly based on the film was released in 2002, titled Men in Black II: Alien Escape.

Men in Black II
Theatrical release poster
Directed byBarry Sonnenfeld
Produced by
  • Walter F. Parkes
  • Laurie MacDonald
Screenplay by
  • Robert Gordon
  • Barry Fanaro
Story byRobert Gordon
Based onThe Men in Black
by Lowell Cunningham
Starring
  • Tommy Lee Jones
  • Will Smith
  • Lara Flynn Boyle
  • Johnny Knoxville
  • Rosario Dawson
  • Patrick Warburton
  • Tony Shalhoub
  • Rip Torn
Music byDanny Elfman
CinematographyGreg Gardiner
Edited by
  • Richard Pearson
  • Steven Weisberg
Production
company
  • Amblin Entertainment
  • Parkes/MacDonald Productions
Distributed byColumbia Pictures
Release date
  • July 3, 2002 (2002-07-03)
Running time
88 minutes
CountryUnited States
LanguageEnglish
Budget$140 million
Box office$441.8 million

Screenplay

Five years after the retirement of Agent K and the defeat of Edgar the Bug from Men in Black, the secret New York City-based agency that monitors and regulates extraterrestrial life residing on Earth, Agent J–K's former partner and hand-picked replacement–is called to investigate the murder of an alien, Ben, at his pizzeria. The waitress, Laura Vasquez, tells him that the murderers are Serleena, a shapeshifting, plant-like Kylothian who has taken the form of a lingerie model, and her two-headed servant Scrad. Laura says they were looking for something called the Light of Zartha. J is strongly attracted to Laura, and in violation of MiB rules, does not neuralyze her to erase her memories.

J finds that little is known about the Light of Zartha, except that it is immensely powerful. As he investigates the crime, every lead points to his mentor, Agent K, who was neuralyzed upon retirement and remembers nothing of his MiB service. In Truro, Massachusetts, where K is now the town's postmaster, J convinces him by proving that all of his fellow postal workers are aliens. Back in New York City, Serleena and Scrad launch an attack on MiB headquarters before K's neuralyzation can be reversed, but Jack Jeebs has an illegal deneuralyzer in his basement. K regains his memories, but remembers that years before, he neuralyzed himself specifically to erase what he knew of the Light of Zartha, and those memories have not returned. As a precaution, he left himself a series of clues.

At the pizzeria, they find a locker key. J hides Laura, who fears for her safety, with worm aliens. The key opens a locker in Grand Central Station where a society of tiny aliens, who worship K as their deity, guard their most sacred relics: K's wristwatch and video store membership card. At the video store, as J and K watch a fictionalized story of the Light of Zartha, K remembers the Zarthan Queen Laurana long ago entrusted Men in Black with safeguarding the Light from her nemesis, Serleena, who followed Laurana to Earth and killed her. After hiding the Light, K neuralyzed himself to ensure that he would never reveal its hiding place. K still cannot remember where he hid it, nor what the Light actually looks like; he only remembers that it must return to Zartha soon, or both Earth and Zartha will be destroyed.

At the worms' apartment, they find that Laura has been kidnapped by Serleena, who believes that Laura's bracelet is the Light. J, K, and the worms counterattack MiB headquarters, freeing Laura and the other agents. Serleena attempts to retaliate by chasing them with a spaceship through New York but is eaten by Jeff, a gigantic worm alien living in the New York City Subway.

Laura's bracelet leads J and K to the roof of a skyscraper where a ship stands ready to transport the Light back to Zartha. The two realize Laura is the daughter of Laurana, and is herself the Light. K convinces J and Laura that she must go to Zartha, to save both her planet and Earth from destruction. Serleena, who has assimilated Jeff and taken his form, attempts to snatch the ship carrying Laura as it lifts off, but J and K blast her out of the sky. Since all of New York City has just witnessed this battle in the skies over the metropolis, K activates a giant neuralyzer in the torch of the Statue of Liberty.

Back at headquarters, K and Men in Black Chief Zed, hoping to cheer up a heartbroken J, have relocated the tiny locker-dwelling aliens who worship him to his Men in Black locker. When J suggests showing the miniature creatures that their universe is bigger than a locker, K shows J that the human universe is itself a locker within an immense alien train station.

  • Tommy Lee Jones as Kevin Brown/Agent K
  • Will Smith as James Darrell Edwards III/Agent J
  • Rip Torn as Chief Zed
  • Lara Flynn Boyle as Serleena
  • Johnny Knoxville as Scrad
    • Knoxville also portrays Charlie
  • Rosario Dawson as Laura Vasquez
  • Tony Shalhoub as Jack Jeebs
  • Patrick Warburton as Agent T
  • Jack Kehler as Ben
  • David Cross as Newton
  • Colombe Jacobsen as Hailey
  • John Alexander as Jarra
  • Michael Jackson as Agent M (cameo)
  • Martha Stewart as Herself (cameo)
  • Peter Graves as Himself
  • Linda Kim as Princess Lauranna
  • Paige Brooks as ‘Mysteries in History’ Lauranna
  • Nick Cannon as MIB Autopsy Agent
  • Biz Markie as alien beatboxer in post office
  • Jeremy Howard as Postal Sorting Alien

Voices

  • Tim Blaney as Frank the Pug
  • Brad Abrell as Worm Guy
  • Greg Ballora as Worm Guy
  • Thom Fountain as Worm Guy
  • Carl J. Johnson as Worm Guy
  • Richard Pearson as Gordy

Despite some initial involvement from David Koepp (who left to work on Panic Room and Spider-Man), the script was written by Robert Gordon and later revised by Barry Fanaro, who added pop culture references, something which Gordon had deliberately avoided. Sonnenfeld took issue with the producers' focus on the love story between Will Smith's and Rosario Dawson's characters, saying that "I learned on Wild Wild West that audiences didn't want to see Will as the straight man. And until Tommy comes back into the movie, by definition Will's the straight man." Fanaro condensed the first part of the film and brought Agent K in earlier.

Principal photography began on June 11, 2001 and ended on September 23, 2001. The climax of the story was originally filmed against a backdrop of the twin towers of the original World Trade Center; but after the September 11 attacks, the climactic scene was refilmed. Other scenes incorporating views of the twin towers likewise had to be edited, or reshot.

Supervising sound editor Skip Lievsay used a Synclavier to recreate and improve the original recording of the neuralyzer sound effect from the first film (which was the sound of a strobe flash as it recycles) by removing some distortion. For some of the scenes with the Serleena creature, the sound crew "took tree branches, put them inside a rubber membrane and pushed that around and added some water." For the special effects scene where the subway train is attacked by Jeff the Worm, a specially designed vise was used to crush a subway car and make it look as if it had been bitten in half.

The motion picture soundtrack to Men In Black II was released on June 25, 2002 by Columbia Records.

No.TitleArtistLength
1."Worms Lounge 1 (Worms in Black)"Danny Elfman5:20
2."Logo"Danny Elfman0:22
3."Titles"Danny Elfman5:01
4."Big Jeff"Danny Elfman2:25
5."Headquarters"Danny Elfman1:52
6."Chop-Chop"Danny Elfman2:00
7."Heart Thump"Danny Elfman1:51
8."Customs"Danny Elfman0:51
9."Hunting For K"Danny Elfman1:41
10."J Nabbed / K's Back"Danny Elfman2:20
11."The Real Story"Danny Elfman1:41
12."Sleuthing"Danny Elfman2:21
13."The Defense Begins"Danny Elfman2:47
14."The Chase"Danny Elfman3:22
15."The Light"Danny Elfman5:44
16."The Finale"Danny Elfman0:18
17."Worm Lounge 2"Danny Elfman3:09
18."Titles Revisited"Danny Elfman2:57
19."I Will Survive"Tim Blaney3:03
20."Black Suits Comin' (Nod Y

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