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-->'''Kay:''' ... no. It was raining...

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-->'''Kay:''' ... no. -->'''Kay:''' (''softly'') ... [[LittleNo no]]. It was raining...night...
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* VillainessesWantHeroes: Serleena flirts with Zed while she has him at her mercy, and apparently has had a crush on him ever since the last time she was on Earth. Tellingly, she didn't kill him after he called her "a squirmy pile of crap in a different wrapper" and trying to attack her, and only gave him a swift knock out.
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With K officially retired (with his memory wiped and civilian identity restored) J has been working overtime as the top field agent of [=MiB=]. A powerful and malevolent alien named Serleena returns to Earth looking for "The Light of Zartha," which is tied to a case K was involved with back in the '70s. To get the information they need, they reinstate K and get back to business.

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With K officially retired (with his memory wiped and civilian identity restored) J has been working overtime as the top field agent of [=MiB=]. A powerful and malevolent alien named Serleena (Creator/LaraFlynnBoyle) returns to Earth looking for "The Light of Zartha," which is tied to a case K was involved with back in the '70s. To get the information they need, they reinstate K and get back to business.
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->'''Jay:''' You don't remember. We worked together.

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->'''Jay:''' You don't remember. We worked remember me, but we used to work together.



->'''Jay:''' Straight to the point. You were an agent of an organization that monitors aliens on Earth. We're the Men in Black. We have a situation. We need your help.

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->'''Jay:''' Straight Okay, uh, straight to the point. You were an point: you are a former agent of an a top-secret organization that monitors aliens extra-terrestrials on Earth. We're the Men in Black. We Black, we have a situation. We situation, and we need your help.
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->'''Jay:''' You don't remember. We worked together.
->'''Kevin Brown/Kay:''' I never worked in a funeral home. Something I can do for you, slick?
->'''Jay:''' Straight to the point. You were an agent of an organization that monitors aliens on Earth. We're the Men in Black. We have a situation. We need your help.


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** When Kay sees the photo of himself at the restaurant, he says "That is a hell of a fish...". Creator/TommyLeeJones delivered the same line as Gerard in ''Film/TheFugitive'' as he sees a picture of Sykes.
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-->'''Man reading newspaper:''' 'bout time you got back. That woman's causing all kinds of trouble.

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-->'''Man reading newspaper:''' it's 'bout time you guys got back. here. That woman's pretty lady in there's causing all kinds of trouble.hell.
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** The watch from the locker that Kay mentions he's been looking everywhere for also turns out to be the activation switch for the [[spoiler: giant neuralyzer in the Statue of Liberty's torch]]. Jay immediately declares that he wants one after seeing it in action.

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** The watch from the locker that Kay mentions he's been looking everywhere for also seems to serve little purpose other than to inform our heroes how much time they have left to solve the case. At the end of the movie it turns out to be it's also the activation switch for the [[spoiler: giant neuralyzer in the Statue of Liberty's torch]]. Jay immediately declares that he wants one after seeing it in action.

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* ChekhovsGun: The dodgy z-movie that begins the film, which Kay and Jay later use to find clues about the Light.

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* ChekhovsGun: ChekhovsGun:
**
The dodgy z-movie that begins the film, which Kay and Jay later use to find clues about the Light.Light.
** The watch from the locker that Kay mentions he's been looking everywhere for also turns out to be the activation switch for the [[spoiler: giant neuralyzer in the Statue of Liberty's torch]]. Jay immediately declares that he wants one after seeing it in action.
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* MortonsFork: Jeebs doesn't want to deneuralyze K because if it doesn't work, they'll blow off his head, and if it does, K is back and will probably blow off his head for the fun of it. He asks why would he risk either option, which is answered with a gun to his head.

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* RecycledScript: J recruiting K was largely a role reversal from the first film of a veteran trying to bring a new recruit up to speed, while also trying to repeat similar gags like the noisy cricket and give larger roles to Frank and the Worms. The main villain is also a shapeshifter with a monstrous OneWingedAngel form, looking for a {{Macguffin}} that is not as obvious as we think it is.



* SandWorm: Jeff, the subway worm.

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* SamePlotSequel: J recruiting K was largely a role reversal from the first film of a veteran trying to bring a new recruit up to speed, while also trying to repeat similar gags like the noisy cricket and give larger roles to Frank and the Worms. The main villain is also a shapeshifter with a monstrous OneWingedAngel form, looking for a {{Macguffin}} that is not as obvious as we think it is.
* SandWorm: Jeff, the subway worm.though he uses tunnels which are already built (the NYC subway).
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** The mugger/would-be rapist doesn't find anything odd about a beautiful woman wearing nothing but her lingerie and high heels hanging around Central Park in the middle of the night by herself.

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** The mugger/would-be rapist doesn't find anything odd about a beautiful woman hanging around Central Park in the dead of the night, by herself, wearing nothing but her lingerie and high heels hanging around Central Park in the middle of the night by herself.heel shoes.
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** The mugger/would-be rapist doesn't find anything odd about a beautiful woman wearing nothing but her lingerie and high heels hanging around Central Park in the middle of the night.

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** The mugger/would-be rapist doesn't find anything odd about a beautiful woman wearing nothing but her lingerie and high heels hanging around Central Park in the middle of the night.night by herself.

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* UnusuallyUninterestingSight: J can't clear a subway car he just crashed into because everyone dismisses him as just a New York nut. At least they get moving when a giant worm starts eating the car.

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* UnusuallyUninterestingSight: UnusuallyUninterestingSight:
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J can't clear a subway car he just crashed into because everyone dismisses him as just a New York nut. At least they get moving when a giant worm starts eating the car.car.
** The mugger/would-be rapist doesn't find anything odd about a beautiful woman wearing nothing but her lingerie and high heels hanging around Central Park in the middle of the night.
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* TheGreatestStoryNeverTold: J tells K that MIB work is not for people who want to be a hero, as the inherent secrecy of the job means that no recognition will ever come. He makes a point of mentioning James Edwards (his now-erased civilian identity), who saved dozens of lives in the subway that night and will never be thanked for it because nobody remembers that he even exists.
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* LeaningOnTheFourthWall: When Agent K says, “Looks like Spielberg’s work”, it’s a shoutout to Spielberg, who is an executive producer in this franchise.

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* LeaningOnTheFourthWall: When Agent K J says, “Looks like Spielberg’s work”, it’s a shoutout to Spielberg, who is an executive producer in this franchise.
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* LeaningOnTheFourthWall: When Agent K says, “Looks like Spielberg’s work”, it’s a shoutout to Spielberg, who is an executive producer in this franchise.

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** [[spoiler: Seerlena kills Jeff by eating him from the inside after she gets tricked into getting SwallowedWhole by the latter.]]



* EldritchAbomination: Serleena's true form. Well, a very small one, but still...

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* EldritchAbomination: Serleena's true form. Well, a very small one, [[TheSwarm but still...]] [[spoiler: She becomes gigantic at the [[FinalBattle film's climax]]]].
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* SpeedDemon: One scene has an alien in a post office sorting out the mail very quickly while "Speed Demon" by Keel plays in the background.
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Crosswick Fake Faint

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* FakeFaint: [[MultipleHeadCase Scrad and Charlie]] pretend to collapse after seeing [[BigBad Serleena]] [[ShowSomeLeg flash her bra]] in order to create a distraction while she infests MIB headquarters.

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** Creator/PatrickWarburton played a not-too-bright agent who joined MIB because he wants to be a hero. His codename? [[Series/TheTick2001 "Agent T."]]

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** Creator/PatrickWarburton played plays a not-too-bright agent who joined MIB because he wants to be a hero. His codename? [[Series/TheTick2001 "Agent T."]]



* AirQuotes: Peter Graves in the z-movie.
-->'''Narrator:''' Here's one of their stories that "never happened", from one of their files that "doesn't exist".
* AmnesiaMissedASpot: [[spoiler:Kay neuralyzed his own memories about his run in with Serleena and Lauranna, but watching the "reenactment" causes some of the memories to come to the fore.]]
-->'''Kay:''' ... no. It was raining...



* ArsonMurderAndJaywalking: Serleena murders Ben after he refuses to divulge the location of the Light of Zartha. She also steals some of the pizza from his restaurant.

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* ArsonMurderAndJaywalking: ArsonMurderAndJaywalking:
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Serleena murders Ben after he refuses to divulge the location of the Light of Zartha. She also steals some of the pizza from his restaurant.restaurant.
** Jay tells Jaara he's under arrest for, among other things, "being that ugly" and making too many copies of himself.



* BigLittleMan: Serleena's spacecraft which flies around blowing up planets turns out to be smaller than a dog. And let's not forget how our entire universe is inside an airport locker.

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* BigLittleMan: Serleena's spacecraft spacecraft, which flies around blowing up planets turns out to be smaller than a dog. And let's not forget how our entire universe is inside an airport locker.



* BuxomIsBetter: Lampshaded by Serleena:
-->'''Serleena:''' Silly little planet. [[IHaveBoobsYouMustObey I could rule the place with the right set of mammary glands.]]

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* BuxomIsBetter: Lampshaded by Serleena:
-->'''Serleena:''' Silly little planet. [[IHaveBoobsYouMustObey I could rule
BlackComedy: Kay and Jay neuralyze the place video store owner and his girlfriend, and one of their suggestions is for him to move out of his mom's attic. The scene ends with the right set of mammary glands.]]store owner calling out for his mom after picking up a shovel he just ''happened'' to have...



* BurpOfFinality: It's a little hard to hear amidst [[SoundOnlyDeath all the other sounds going on,]] but when Serleena swallows the mugger alive she gives a slight, low burp as she finishes.

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* BurpOfFinality: BrickJoke:
** Early on, Zed has to deal with Michael Jackson pestering him to be an agent. After being taken hostage by Serleena, he tries distracting her by calling up Michael, who ''still'' wants to be an agent.
** At the video store, the co-owner rambles about her theories, including one about how Caribbean resorts charging crab meals for $5 is a conspiracy. Once she and Newton are neuralyzed, Kay instructs them to go on vacation, buy a crab meal and charge more than $5.
* BurpOfFinality:
**
It's a little hard to hear amidst [[SoundOnlyDeath all the other sounds going on,]] but when Serleena swallows the mugger alive she gives a slight, low burp as she finishes.finishes.
** Jeff, after eating Serleena. [[spoiler:Turns out to be slightly less 'final' than Jay presumed.]]
* BuxomIsBetter: Lampshaded by Serleena:
-->'''Serleena:''' Silly little planet. [[IHaveBoobsYouMustObey I could rule the place with the right set of mammary glands.]]
* BystanderSyndrome: MIB headquarters is taken over, all the agents are tied up, but the guy reading the newspaper remains completely apathetic.
-->'''Man reading newspaper:''' 'bout time you got back. That woman's causing all kinds of trouble.



* ConsumingPassion: Serleena, full stop. Every time she brings up eating someone (and that someone is always a member of the opposite sex) there is always a sexual edge to it. A couple parts that stand out in particular are when she licks K's face and the mugger scene. The way it starts with her in barely there lingerie and high heels. The mugger telling her she tastes good, and the way she turns the tables on the guy and eats him before shooting back with a "yeah, you too" are all played for FanService as well as NightmareFuel and [[BlackComedyCannibalism humor.]]

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* ChekhovsGun: The dodgy z-movie that begins the film, which Kay and Jay later use to find clues about the Light.
* ChekhovsGunman: Jeff, who gets an action sequence devoted to him at the beginning of the movie, and comes back at the climax.
* ConsumingPassion: Serleena, full stop. Every time she brings up eating someone (and that someone is always a member of the opposite sex) there is always a sexual edge to it. A couple parts that stand out in particular are when she licks K's face and the mugger scene. The way it starts with her in barely there lingerie and high heels. The mugger telling her she tastes good, and the way she turns the tables on the guy and eats him before shooting back with a "yeah, you too" are all played for FanService as well as NightmareFuel horror and [[BlackComedyCannibalism humor.]]



* CutTheJuice: J ordered the power to the facility be cut in order to cancel Serleena's flight with Laura and the light of Zartha, but the plan ended up proving to be unnecessary after J managed to stop the launch sequence at the last second.

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* CutTheJuice: J ordered orders the power to the facility be cut in order to cancel Serleena's flight with Laura and the light of Zartha, but the plan ended up proving to be unnecessary after J managed to stop the launch sequence at the last second.



* EmpathicEnvironment: It begins to rain at the end of the film, [[spoiler:as the Light of Zartha begins crying as her ship leaves. It ''always'' rains when she cries.]]

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* EmpathicEnvironment: It begins to rain at the end of the film, [[spoiler:as the Light of Zartha begins crying as her ship leaves. It ''always'' rains when she cries. Or more accurately, it rains ''because'' she's sad.]]



* FisherKing: Laura is a mild example. When she is sad in starts raining. At the end when she leaves Earth for good [[TearJerker we see her spaceship is full of rain]]

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* FisherKing: Laura is a mild example. When she is sad in it starts raining. At the end when she leaves Earth for good [[TearJerker good we see her spaceship is full of rain]] rain.



* GaiasLament: Jarra was arrested by Jay for trying to steal Earth's ozone. He treats this like a hysterical overreaction.



* GreatOffscreenWar: It was mentioned that the Kylothians and the Zarthans have been at war for over fifty years but it was unknown if the war resulted in victory or defeat to either side.

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* GreatOffscreenWar: It was mentioned that the Kylothians and the Zarthans have been at war for over fifty years but it was unknown if the war resulted in victory or defeat to for either side.



* HalfTheManHeUsedToBe: One of the Worms gets sliced in half by Serleena, but he's fortunately able to reattach himself with no problem.



* HiveQueen: The underwear model that Serleena assumes the form of isn't just Serleena, but actually her and hundreds of normal Kylothians, which she uses as projectile weapons after assuming her true form.

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* HiveQueen: The underwear model that Serleena assumes HowDidYouKnowIDidnt: After being put in the form deneuralyzer, Kay blasts Jeebs with the Noisy Cricket. He hasn't gotten his memory back yet. Good thing Jeebs' head regrows...
* HypocriticalHumor: Serleena's thugs giggle when Jay insults one
of isn't just Serleena, but actually her and hundreds of normal Kylothians, which she uses their number for looking like crap. They're much less amused when he says ''they'' look like crap as projectile weapons after assuming her true form. well.




* JustDesserts: During the climax, Serleena gets EatenAlive by Jeff the Worm.

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\n* JustDesserts: JustDesserts:
**
During the climax, Serleena gets EatenAlive by Jeff the Worm.



* LaserGuidedAmnesia: Kay, having been neuralyzed. [[spoiler:And in the past as well, to hide the truth of the Light even further.]]



* LivingMacguffin: Kay, since he's the only one who knows the details of the Light's location. [[spoiler:And Laura, being the Light itself.]]



** When J was attempting to establish a channel with Frank during their chase by Serleena, Frank the Pug says to the Worm with a cigar in his mouth "So I said 'Listen, bitch! If you don't want me to kick your skinny, zone-diet ass, I suggest you turn tail and leave the planet!'"

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** When J was is attempting to establish a channel with Frank during their chase by with Serleena, Frank the Pug says to the Worm with a cigar in his mouth "So I said 'Listen, bitch! If you don't want me to kick your skinny, zone-diet ass, I suggest you turn tail and leave the planet!'"



* ProperlyParanoid: Newton. Doubles as FridgeLogic if you believe him to be the same character that Creator/DavidCross played in the previous film, as surviving getting bug-glued to a ceiling would make anyone off-kilter.
* PreMortemOneLiner: J to Serleena: "Your flight's been canceled," although she gets better... temporarily.

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* ProperlyParanoid: Newton. Doubles as FridgeLogic if you believe him to be the same character that Creator/DavidCross played in the previous film, as surviving getting bug-glued to a ceiling would make anyone off-kilter.
Newton.
* PreMortemOneLiner: PreMortemOneLiner:
**
J to Serleena: "Your flight's been canceled," although she gets better... temporarily.



* StylisticSuck: The 'movie' that begins the film is intentionally as crummy as humanly possible, right down to poor editing and overly dramatic narrating, with Serleena being portrayed as an actor in a costume subdued by the MIB using ''butterfly nets''.



* ThereAreNoTherapists: Apparently Newton ''is'' seeing a therapist for his conspiracy theorising. According to his girlfriend, it's not helping.
* ThisIsGonnaSuck: Jay's reaction to being bent is less "I'm gonna be killed" and more annoyance.
-->'''Jay:''' Naw, man, don't bend him!



* UnstoppableRage: After J's new recruit foolishly tried to pull on Jeffrey (the Subway Worm's) flower, to put it simply, it was extremely P.O.'ed, and started lashing out at everything, including J, and then rampaging across the Subway tunnels. He eventually calms down after J attempts to threaten to blast it if it doesn't calm down, and presumably also due to the tranquilizer that he injected earlier finally going into effect after the slight delay.

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* UnstoppableRage: After J's new recruit foolishly tried tries to pull on Jeffrey (the Subway Worm's) flower, to put it simply, it was he's extremely P.O.'ed, and started starts lashing out at everything, including J, and then rampaging across the Subway tunnels. He eventually calms down after J attempts to threaten to blast it him if it he doesn't calm down, and presumably also due to the tranquilizer that he injected earlier finally going into effect after the slight delay.
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* SciFiWritersHaveNoSenseOfScale: Arguably averted. Serleena at one point asks for a spacecraft that can travel 300 times the speed of light. To put it into perspective, this speed would get you to Proxima Centauri, our nearest star, in 5.13 days. Still hardly the instant travel across the universe we always see in sci-fi, but at least the writers made an effort.

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* SciFiWritersHaveNoSenseOfScale: Arguably averted. Serleena at one point asks for a spacecraft that can travel 300 times the speed of light. To put it into perspective, this speed would get you to Proxima Centauri, our nearest star, star (after the Sun, of course), in 5.13 days. Still hardly the instant travel across the universe we always see in sci-fi, but at least the writers made an effort.
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* JumpScare: The abrupt way [[TheyKilledKennyAgain Jeebs' head]] [[YourHeadASplode explodes]] after they de-neuralyze Agent K.

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* JumpScare: The abrupt way [[TheyKilledKennyAgain Jeebs' head]] [[YourHeadASplode explodes]] after they de-neuralyze Agent K.K feels like this.
--->'''Jeebs''':([[HeliumSpeech in a high pitch voice when his mouth grows back]]) [[SarcasmMode Real Nice]].\\
'''(His voice grows deeper as his face turns back to normal)'''\\
'''Jeebs''': [[ButtMonkey Okay, that's the last time I help out a friend!]]\\
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* JumpScare: The abrupt way [[TheyKilledKennyAgain Jeebs' head]] [[YourHeadASplodes explodes]] after they de-neuralyze Agent K.

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* JumpScare: The abrupt way [[TheyKilledKennyAgain Jeebs' head]] [[YourHeadASplodes [[YourHeadASplode explodes]] after they de-neuralyze Agent K.
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* JumpScare: The abrupt way [[TheyKilledKennyAgain Jeebs' head]] [[YourHeadASplodes explodes]] after they de-neuralyze Agent K.


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** This happens earlier in the movie where Serleena eats a mugger who tried to mug [[RapeIsASpecialKindOfEvil or possibly rape her]].
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* GettingEatenIsHarmless: Serleena. At the climax she accidentally flies her ship into Jeff's mouth and he eats her In spite of the giant worm having rows of teeth running all the way to the back of his throat and devouring her with lots and lots of chewing, ''she'' winds up eating ''him'' from the inside out, allowing her become a giant version of her true form.

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* GettingEatenIsHarmless: Serleena. At the climax she accidentally flies her ship into Jeff's mouth and he eats her her. In spite of the giant worm having rows of teeth running all the way to the back of his throat and devouring her with lots and lots of chewing, ''she'' winds up eating ''him'' from the inside out, allowing her to become a giant version of her true form.



* SequelReset: The first movie ended with K happily retired, all MIB memories erased and given a chance to start things over with the love of his life. J, meanwhile, became K's replacement and got a new partner of his own in Agent L. The sequel drops L (her absence is merely HandWaved) and brings back the amnesic K. Thing is, once his memories are restored, the same character dynamic from the first movie (despite J having five years of experience) is repeated.

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* SequelReset: The first movie ended with K happily retired, all MIB memories erased and given a chance to start things over with the love of his life. J, meanwhile, became K's replacement and got a new partner of his own in Agent L. The sequel drops L (her absence is merely HandWaved) and brings back the amnesic K. Thing is, once his memories are restored, the same character dynamic from the first movie (despite is repeated, despite J having five years of experience) is repeated.experience.



* VillainousCrush: Serleena has thing for Zed, which might explain why she didn't try to kill him during their fight. Unfortunately for her, the feelings aren't mutual.

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* VillainousCrush: Serleena has a thing for Zed, which might explain why she didn't try to kill him during their fight. Unfortunately for her, the feelings aren't mutual.



* WeaponizedLandmark: The Art/StatueOfLiberty. Sort of. It's actually a giant neuralyzer in the torch. Also a nod to the animated series episode "The Fmall, Fmall, Fmall World Syndrome", which showed the Empire State Building has a neuralyzer, dubbed "the Big One", built into the lightning rod.

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* WeaponizedLandmark: The Art/StatueOfLiberty. Sort of. It's There's actually a giant neuralyzer in the torch. Also a nod to the animated series episode "The Fmall, Fmall, Fmall World Syndrome", which showed the Empire State Building has a neuralyzer, dubbed "the Big One", built into the lightning rod.



* TheWormThatWalks: Sarleena, at least while in human form.

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* TheWormThatWalks: Sarleena, Serleena, at least while in human form.



** While the villainess was talking to K she stuck her tongue in his ear.

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** While the villainess was talking to K K, she stuck her tongue in his ear.
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* UnexplainedRecovery: Newton, the exterminator from the first movie, appears in the sequel despite seemignly dead in the previous one.
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* MemoryWipeExploitation: After Agent J saves the subway passengers from being eaten by a giant worm and the train stops at the next station, he neuralyzes them and starts chewing them out for ignoring his warnings and only evacuating to the next train car once the worm had started eating the train. He then reneuralyzes them once he realizes that he's carried on for far too long and tells them a story requesting that they enjoy using new space-efficient, energy-saving cars.
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* LiteralManEater: Serleena

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* LiteralManEater: SerleenaSerleena. The "man" part is particularly emphasized because she seems to express interest in eating the ''male'' characters the most.

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