Kay and Jay reunite to provide our best, last and only line of defense against a sinister seductress who levels the toughest challenge yet to the MIBs untarnished mission statement: protecting the earth from the scum of the universe. It's been four years since the alien-seeking agents averted an intergalactic disaster of epic proportions. Kay has since returned to the comforts of civilian life while Jay continues to work for the Men In Black, the highly funded yet unofficial government agency that regulates all things alien on earth. While investigating a seemingly routine crime, Jay uncovers a diabolical plot masterminded by Serleena, an evil Kylothian monster who disguises herself as a sexy lingerie model. When Serleena takes the entire MIB building hostage, there is only one person left Jay can turn to-his former MIB partner who is now a drone in another large government office, the U.S. postal service, and prefers simple pleasures like his wife's cookies over standoffs with mammoth alien insects. It's a race against the clock as Jay must convince Kay-who not only has absolutely no memory of his time spent with the Men In Black, but is also the only living person left with the expertise to save the galaxy-to reunite with the MIB before the earth submits to ultimate destruction.

Director:
Barry Sonnenfeld	Director
Cast:
Tom Lee Jones	as Agent Kay
Will Smith	as Agent Jay
Lara-Flynn Boyle	as Serleena
Johnny Knoxville	as Scrad/Charlie
Rosario Dawson	as Laura Vasquez
Tony Shalhoub	as Jeebs
Rip Torn	as Zed
Patrick Warburton	as Agent Tee
Jack Kehler	as Ben
David Cross	as Newton
Colombe Jacobsen	as Hailey
Peter Spellos	as Motorman
Michael Rivkin	as Man With Dog
Michael Bailey Smith	as Creepy
Lenny Venito	as New York Guy
Howard Spiegel	as New York Guy
Alpheus Merchant	as Mib Guard
Jay Johnston	as Agent
Joel McKinnon Miller	as Agent
Derek Cecil	as Repairman Agent
Sean Rouse	as Mib Agent
Peter Spruyt	as Mib Customs Agent
Kevin Cotteleer	as Mib Customs Agent
Marty Belafsky	as Mib Customs Agent
Rick Baker	as Mib Passport Control Agent
Martha Stewart	as As Herself
Michael Jackson	as Agent M
Sid Garza-Hillman	as Agent Gee
Tom Whitenight	as Agent C
Nick Cannon	as Mib Autopsy Agent
Andre Blair	as Central Park Agent
Jeremy Howard	as Bird Guy Alien/Postal Sorting Alien
Mary Stein	as Bird Lady Alien
Martin Klebba	as Family Child Alien
John Alexander	as Jarra/Family Dad Alien
Denise Cheshire	as Family Mom/Locker Alien
Ernie Grunwald	as Young Postal Employee
Chloe Sonnenfeld	as Young Girl At Post Office
John Andrew Berton Jr.	as Split Alien Guy
William E Jackson	as Eye Guy
Doug Jones	as Joey
Peter Graves	as Himself
Linda Kim	as Ambassador Lauranna
Paige Brooks	as "Mysteries In History" Lauranna
Stephanie Kemp	as Neuralyzed Mother
Barry Sonnenfeld	as Neuralyzed Father
Victoria Jones	as Neuralyzed Daughter
Michael Garvey	as Corn Face
Michael Dahlen	as Flesh Balls
Kevin Grevioux	as Pineal Eye
Derek Mears	as Mosh Tendrils
Sonny Tipton	as Dog Poop
John Richardson	as Postman
Phillip Goodwin	as Diner Guy
Tom Blaney	as Voice Of Of Frank The Pug
Gregory B. Ballora	as Voice Of Of Sleeble
Carl J. Johnson	as Voice Of Of Gleeble
Thom Fountain	as Voice Of Of Neeble
Brad Abrell	as Voice Of Of Mannix
Richard G Pearson	as Voice Of Of Gordy
Cinematography:
Greg Gardiner	Director Of Photography
Keith Peterman	Director Of Photography 2nd Unit
Kim Marks	Director Of Photography 2nd Unit (New York)
Florian Ballhaus	Director Of Photography 2nd Unit (New York)
Daniel C Gold	Camera Operator
Greg Smith	Camera Operator 2nd Unit
Greg Smith	Steadicam Operator 2nd Unit
Writer:
Robert Gordon	Screenwriter
Barry Fanaro	Screenwriter
Robert Gordon	Story By
Lowell Cunningham	From Comic Book Series ("Men In Black")
Mary Bailey	Script Supervisor
Karon May	Script Supervisor 2nd Unit
Peggy Sutton	Script Supervisor 2nd Unit (New York)
Producer:
Walter F. Parkes	Producer
Laurie MacDonald	Producer
Steven Spielberg	Executive Producer
Stephanie Kemp	Associate Producer
Marc Haimes	Associate Producer
Graham Place	Co-Producer
Editing:
Steven Weisberg	Editor
Richard G Pearson	Editor
Bobby Mackston	Supervising Dialogue Editor
Music:
Danny Elfman	Music
Steve Bartek	Original Music
Edgardo Simone	Original Music
David Slonaker	Original Music
Bruce L. Fowler	Original Music
Pete Anthony	Music Conductor
Frederick Perren	Song ("I Will Survive")
Dino Fekaris	Song ("I Will Survive")
Anslem Douglas	Song ("Who Let The Dogs Out")
Ron Keel	Song ("Speed Demon")
Seiji Anno	Song ("Planet Of The Wolves")
Hideaki Sekiguchi	Song ("Planet Of The Wolves")
Toru Kuvibayashi	Song ("Planet Of The Wolves")
Will Smith	Song ("Black Suits Comin' (Nod Ya Head)")
Mark Sparks	Song ("Black Suits Comin' (Nod Ya Head)")
Ron Feemaster	Song ("Black Suits Comin' (Nod Ya Head)")
Lennie Bennett	Song ("Black Suits Comin' (Nod Ya Head)")
Lemar Bennett	Song ("Black Suits Comin' (Nod Ya Head)")
Lance Bennett	Song ("Black Suits Comin' (Nod Ya Head)")
Baha Men (Baha Men)	Song Performer ("Who Let The Dogs Out")
Keel (Keel)	Song Performer ("Speed Demon")
Guitar Wolf (Guitar Wolf)	Song Performer ("Planet Of The Wolves")
Will Smith	Song Performer ("Black Suits Comin' (Nod Ya Head)")
Tr-Knox	Song Performer ("Black Suits Comin' (Nod Ya Head)")
Mark Sparks	Music Producer ("Black Suits Comin' (Nod Ya Head)")
Rob Chiarelli	Music Producer ("Black Suits Comin' (Nod Ya Head)")
Will Smith	Music Producer ("Black Suits Comin' (Nod Ya Head)")
Bill Abbott	Music Editor
Scott Stambler	Music Editor
Assistant Direction:
Artist Robinson	First Assistant Director
George Bamber	First Assistant Director 2nd Unit
Julie A Bloom	First Assistant Director 2nd Unit (New York)
Michael Samson	First Assistant Director 2nd Unit (New York)
Art Director:
Alexander Hammond	Art Director
Sean Hayworth	Art Director
Thomas P. Wilkins	Art Director
Michael Wylie	Art Director (New York)
Animation:
Tom Bertino	Animation Supervisor
Visual Effects:
Thomas L. Fisher	Special Effects
Jeffrey S. Brink	Special Effects (New York)
Tim Mclaughlin	Creature Supervisor (Ilm)
Chris Sjoholm	Digital Effects Supervisor (Rhythm & Hues)
John Andrew Berton Jr.	Visual Effects Supervisor
Ed Hirsh	Visual Effects Co-Supervisor
Joel Aron	Sequence Supervisor (Ilm/Air Chase And Post Office Sequence)
Scott Souter	Visual Effects Supervisor (Tippet Studio)
Jim McVay	Visual Effects Co-Supervisor (Tippet Studio)
Bill Westenhofer	Visual Effects Supervisor (Rhythm & Hues)
David Sosalla	Visual Effects Supervisor (Pacific Title Digital)
Ken Ralston	Visual Effects Supervisor (Sony Pictures Imageworks)
Jim Berney	Visual Effects Supervisor (Sony Pictures Imageworks)
Sheena Duggal	Visual Effects Supervisor (Sony Pictures Imageworks)
Ned Gorman	Visual Effects Producer
Lori J Nelson	Visual Effects Producer
Ginger Theisen	Visual Effects Producer (Ilm/Air Chase And Post Office Sequence)
Alessandra De Souza	Visual Effects Producer (Tippet Studio)
Dan Foster	Visual Effects Producer (Rhythm & Hues)
Joe Gareri	Visual Effects Executive Producer (Pacific Title Digital)
Crys Forsyth-Smith	Visual Effects Producer (Sony Pictures Imageworks)
John Clinton	Visual Effects Digital Producer (Sony Pictures Imageworks)
Debbie Denise	Visual Effects Executive Producer (Sony Pictures Imageworks)
Miller Drake	Visual Effects Editor
John Richardson	Creature Coordinator
Thomas L. Fisher	Special Effects Coordinator
Daniel Eaton	Cg Supervisor (Sony Pictures Imageworks)
Mark Lambert	Cg Supervisor (Sony Pictures Imageworks)
Tony Urbano	Puppet Master
Make-Up:
John Blake	Makeup (For Mr. Jones)
Judy Murdock	Makeup (For Mr. Smith)
Kathryn Bihr	Makeup (New York)
Rick Baker	Alien Makeup Effects
Deborah LaMia Denevar	Key Makeup Artist
Janice Alexander	Department Head Hair Stylist
Cydney Cornell	Hair Stylist (For Mr. Jones)
Pierce Austin	Hair Stylist (For Mr. Smith)
Jerry DeCarlo	Hair Stylist (New York)
Costume-Wardrobe:
Mary Vogt	Costume Designer
Mitchell Kenney	Costume Supervisor
Nina Risolio	Costumer (For Mr. Jones)
Robert Mata	Costumer (For Mr. Smith)
John M Wright (Jack)	Key Costumer
Barbara J Hause	Wardrobe Supervisor (New York)
Arlynn Abseck	Wardrobe Supervisor (New York)
Art Department:
Richard L Bloom	Art Department Coordinator
Liz Radley	Video Graphics Supervisor
James Carson	Illustrator
Tim Flattery	Illustrator
Cheryl Carasik	Set Decorator
Ellen Christiansen	Set Decorator (New York)
Cheryl Carasik	Set Designer
John Chichester	Set Designer
William Hawkins	Set Designer
Kevin Ishioka	Set Designer
Philip Keller	Storyboard Artist
John Mann	Storyboard Artist
Production Designer:
Bo Welch	Production Designer
Sound:
Skip Lievsay	Supervising Sound Editor
Eugene Gearty	Sound Effects Editor
Sean Garnhart	Sound Effects Editor
Craig Berkey	Sound Effects Editor
John Paul Fasal	Sound Effects Editor
Paul Hsu	Sound Effects Editor
Peter Kurland	Production Mixer
Steve Visscher	Supervising Foley Editor
Juno J. Ellis	Supervising Adr Editor
Casting:
Ronna Kress	Casting
Stunts:
Charlie Croughwell	Stunt Coordinator
Publicity:
Rob Harris	Film Publicist
Rob Harris	Unit Publicist
Production Companies:
Sonnenfeld/Josephson Worldwide Entertainment	Production Company
Amblin Entertainment	Production Company
Malibu Comics	From Comic Book
Industrial Light & Magic	Special Animation And Visual Effects
Sony Pictures Imageworks, Inc.	Visual Effects
Skifan Hf	Theatrical Distributor
Buena Vista International Germany (Bvig)	Theatrical Distributor
Cts	Theatrical Distributor
Walt Disney Studios Motion Pictures International	Theatrical Distributor
Columbia Pictures	Studio
Sony Pictures Releasing	Domestic Theatrical Distributor
Sony Pictures Home Entertainment	Domestic Video Distributor
Animal Actors Of Hollywood Inc	Animal Supplier
Rhythm & Hues Studios	Visual Effects
Premier Catering	Caterer (New York)
Tippett Studio	Additional Visual Effects
Film Production - Main:
Bill Sturgeon	Production Supervisor (Cinovation Studios)
Karen Ruth Getchell	Production Coordinator
Matt Di Franco	Production Coordinator 2nd Unit
Lonnie Kandel	Production Coordinator 2nd Unit (New York)
Karen C Eide	Production Coordinator 2nd Unit (New York)
Nour Dardari	Production Accountant
Julie Jean Naylon	Production Secretary
Dennis J Lootens	Gaffer 2nd Unit
Andrew J Day	Gaffer 2nd Unit (New York)
Michael C Price	Key Grip
Mike Anderson	Key Grip 2nd Unit
Dennis Gamiello	Key Grip (New York)
Robert M Andres	Key Grip 2nd Unit (New York)
Melinda Sue Gordon	Still Photographer
Phillip V. Caruso	Still Photographer
Kenneth V Searle	Transportation Captain
Dennis Salomone	Transportation Captain (New York)
Thomas J Heilig	Transportation Captain 2nd Unit (New York)
James Fanning	Transportation Captain 2nd Unit (New York)
John Wright	Craft Service
Cristie Miele	Animal Trainer
Janine Aines	Animal Trainer
Film Production - Unit:
Scott Sproule	Second Unit Director
Artie Malesci	Second Unit Director
Michael Owens	Second Unit Director (New York)
Graham Place	Unit Production Manager
Gabriela Vazquez	Unit Production Manager
Neri Kyle Tannenbaum	Unit Production Manager
Film Production - Construction/Set:
Greg Callas	Construction Coordinator
Kenneth D Nelson	Construction Coordinator (New York)
Douglas Harlocker	Property Master
Peter Gelfman	Property Master (New York)
Film Production - Lighting/Electrical:
Jeffrey A Murrell	Chief Lighting Technician
Gene Engels	Chief Lighting Technician (New York)
Post Production:
Paul A Levin	Post-Production Supervisor
Tom Rosseter	Compositing Supervisor (Ilm)
Greg Maloney	Compositing Supervisor (Ilm/Air Chase And Post Office Sequence)
Location Manager:
Robert J Goldstein	Location Manager
Mark Kamine	Location Manager (New York)
Carla Raij	Location Manager 2nd Unit (New York)
Jason L Minter	Location Manager 2nd Unit (New York)
Misc. Crew:
Mary B R Squillante	Assistant (To Mr. Sonnenfeld)
Joi Perle	Assistant (To Mr. Sonnenfeld)
Jodie Fratantuno	Assistant (To Mr. Place)
Linda Kroll	Assistant (To Ms. Macdonald)
Joy Johnson	Assistant (To Mr. Parkes)
Dawn Laurel Jones	Assistant (To Mr. Jones)
Charles Alston	Assistant (To Mr. Smith)
Dominick Scarola	Dga Trainee (New York)
Barbara Harris	Voice Casting

Began shooting March 14, 1996.

Completed shooting July 27, 1996.

Released in United States on Video November 26, 2002

Released in United States Summer July 3, 2002

Shown at Cinequest 1998: The San Jose Film Festival January 29 - February 4, 1998.

Shown at Locarno International Film Festival August 6-16, 1997.

Sequel to "Men in Black" (USA/1997), directed by Barry Sonnenfeld and starring Tommy Lee Jones and Will Smith.

Alec Baldwin was previously attached to a role.

Famke Janssen was previously attached to play Serleena.

Sequel to "Men in Black" (USA/1997), directed by Barry Sonnenfeld and starring Tommy Lee Jones and Will Smith.

Released in United States Summer July 3, 2002

Released in United States on Video November 26, 2002