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Five years after Agent K's retirement, Agent J (Will Smith) is now a top operative for the MIB, the New York City-based agency that secretly monitors and regulates extraterrestrials' activity on Earth. J has no permanent partner since K resigned and Agent L returned to work in a morgue. Subsequent partners have not lived up to J's standards, so he neuralyzes them back to civilian status.
While investigating an alien-on-alien murder at a SoHo pizzeria and questioning the waitress Laura Vasquez (Rosario Dawson), J uncovers a plot by Serleena, the shapeshifting Kylothian Queen. After destroying several planets, she sneaks onto Earth, and disguises herself as a lingerie model (Lara Flynn Boyle). In her own form, she resembles a plant-like hydra. J discovers Serleena's ship and learns more about the Light of Zartha, which was spoken of at the murder. J then learns that the one who previously worked on the case 25 years ago, when it was assumed closed, was none other than his mentor and old partner, Agent K (Tommy Lee Jones), who J neuralyzed at K's request when he retired. To stop Serleena, J must bring in and deneuralyze K, as he is the only living operative who knows how to find the Light of Zartha. To bring him in, J travels to Truro, Massachusetts, where K has resumed civilian life as Kevin Brown and works as USPS postmaster - and unbeknownst to him, the post office workers are all aliens.
While J brings Brown back to New York and prepares to deneuralyze him, Serleena takes over MIB HQ, which locks down, causing the deneuralyzer to go into a standby mode and flushes them out on Times Square. After J searches for the deneuralyzer on the internet, he takes Brown to Jack Jeebs (Tony Shalhoub), who owns an illegal deneuralyzer. Brown slowly but surely eventually starts to regain his MIB memories and becomes K again, but he cannot recall the "Light of Zartha" as he neuralyzed himself earlier in his career in order to keep the information safe. In case he needed to find the light, he left behind clues, and while J and K follow these they take Laura to the "worm guys" so she could be kept safe.
After this, they return to the SoHo pizzeria and finds a key for the Grand Central Terminal, where they find a locker full of micro aliens that live in the locker with their own city. K looks for the clues and takes the watch, which is actually counting the time until midnight, and they have an hour to figure out the meaning of it, with J leaving his own watch on the top.
They next stop at a video store, where they watch a fictionalized tape of the story behind the Light of Zartha. K, upon seeing it, remembers all the details of the real story, and it shifts into a brief flashback sequence: 25 years ago, the Zarthan Queen Laurana arrived on Earth to hide the Light of Zartha, but K and the rest of the Men in Black were reluctant to help for fear of endagering Earth. Serleena arrived to steal the Light, but K activated the Zarthan ship and sent it away. Believing the Light was aboard, she chased the ship after killing Laurana. J realizes - and K confirms - that the ship was a decoy; the Light remains hidden on Earth for safekeeping, but Serleena realized this.
Meanwhile, Serleena frees MIB's worst high-security prisoners and recruits them as her henchmen, including Jarra, J's old nemesis who tried to steal Earth's ozone layer. Believing the Light is in the bracelet worn by Laura, Serleena kidnaps her and prepares to send Laura back to Kyloth. K and J, helped by the worm guys, assault MIB headquarters, defeating Serleena's henchmen and rescuing Laura from being launched, with J defeating Jarra. However, K warns them that if the Light is not sent to Zartha, it will explode and destroy the planet.
Serleena is eaten by Jeff, a giant alien worm living in the New York City Subway system. At the departure point atop a skyscraper, K reveals that Laura is Laurana's daughter and also the Light of Zartha. Many clues are given that Laura is possibly K's daughter as well, hence his risky decision to leave her on Earth. To save Earth and Zartha, Laura leaves Earth. She and J are both reluctant, since they have fallen for each other. Serleena, having assimilated Jeff, returns to capture Laura again. K and J are finally able to destroy her and Laura escapes to Zartha.
To cover up the events caused by Serleena's rampage, K activates a giant neuralyzer hidden in the Statue of Liberty's torch. K and Chief Zed (Rip Torn), the head of MIB, try to console J for the loss of his love. For comfort, K puts the tiny city of aliens into J's locker. When J suggests showing the miniatures their world is bigger than a locker, K shows J that they themselves are in a locker of a huge alien station.
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