MIB agent K (Tommy Lee Jones) is pulled out of retirement by MIB agent J (Will Smith) to save the planet from an alien in the shape of Lara Flynn Boyle, who's determined to find something that was left on Earth back in the 1970s. Wormy creatures, tentacled creatures, bird and reptilian creatures abound as the supporting cast. Also Rip Torn, Rosario Dawson, Patrick Warburton, Johnny Knoxville and Michael Jackson. [1:20]

SEX/NUDITY 2 - A woman kisses a man, and a man licks a woman's face while holding a knife to her throat. A woman/alien sticks her tongue/tendril in a man's ear. A woman is shown in a bra and panties with a sheer top off the shoulders (we see bare midriff, cleavage, bare legs and bare buttock cheeks). A woman is shown throughout the movie in cleavage-revealing outfits; in one scene the camera shoots downward and we can see into her top (just cleavage). We also see a woman in an outfit that reveals her bare abdomen. A male alien is shown bare-chested. Two men go into an adult book/video store (not much is visible). There are sexual references and innuendo: A dog/alien asks several people "how they hangin'?", a man asks about anal probing, some aliens make suggestive comments to a woman, some aliens walk toward signs that read "XXX" and "Adult Entertainment," a man talks to a woman about having to urinate in the sink, a woman tells a man that she wants to have his baby, a man talks about ".. bodies entwined in the positions of the Kama Sutra," and a man says to a man "that is not the navigational stalk." An alien has a chin that resembles a scrotum.

VIOLENCE/GORE 5 - A woman/alien is shot and falls to the ground dead (we see her limp body). Another woman/alien is shot and breaks up into bits of light. An alien is shot out of the sky. A man grabs a woman from behind, holds a knife to her throat and drags her behind a bush; we then hear gobbling and crunching and the woman emerges from behind the bush with a distended tummy (the woman, who is actually an alien, has apparently eaten the man who attacked her). A woman/alien goes behind a bush and we hear squishy sounds and a kind of a burp (we imagine that she has vomited a man that she just ate because her stomach has shrunk back to normal size). Snake-like tendrils slither out of a woman's fingertips in several scenes: Once the tendrils poke into a man/alien's ears and come out his nose and mouth, once she uses them like a whip and slices the "skin" off a man/alien (we see the skin lying on the ground and it looks like a pile of rubber), once she wraps a man in a bundle of tendrils and holds him upside down in the air. An enormous alien worm crashes through a skylight and another alien emerges from inside the worm, grabs a man and wraps him up in its tendrils (the man bites on the tendrils and another man shoots at them). Some aliens shoot at a man and he shoots back, two men and some aliens in an elevator are shot at repeatedly (we see many holes in the walls). We see a ransacked room full of aliens that are torn in half and moaning (they are able, however, to put themselves back together again). A man is hit, thrown and carried around by flying aliens; he ends up holding onto one as he flies through the air, destroying some of the others, and two of them collide in mid-air and explode. A man is picked up and thrown on the ground by an alien, a man is picked up over the head of an alien and he is bent backwards (we hear cracking and tearing and moaning). A man punches an alien and knocks his mask off, a man kicks an alien in the chin (which resembles a scrotum), a man flings an alien into the ceiling, and a man pokes an alien in its third eye. An enormous alien worm with numerous mouths and lots of teeth eats part of a subway train; the people riding the train run and scream in panic. An alien ship flies into the mouth of an enormous alien worm and it is swallowed. An alien creature that starts out looking like a small plant scares away a dog with a hiss and proceeds to sprout many beaked tendrils and to form a human female. A man/alien is shot in the head a few times, he spurts green goo and then grows a new head. A woman/alien kicks a man a couple of times, and a man kicks a woman/alien in the face repeatedly (we see her face mush around). A man pulls on a flower that is poking up through a grate in the sidewalk and an enormous worm-like creature shoots out taking the man with it (we hear the man yelling); the worm then knocks another man across a street and that man then jumps on the worm's back and rides it through a subway tunnel, nearly knocking his head on low-hanging beams, and is eventually tossed through the window of a subway train. A woman/alien wraps many people within her tendrils. A man is strapped onto makeshift machinery, and when it is turned on it whirrs, shakes, sparks fly and the man is shot back and lands on the floor. A man is punched in the nose, and a man is hit in the face with a pizza tray. A dog growls and barks at a man and we hear him attacking off-screen (it is suggested that he is attacking his genitals). A man threatens an alien with a gun, and a man threatens a man/alien with a gun. A man picks up a shovel and calls for his mother (it is suggested that he is going to use the shovel to harm her). Two men are flushed through huge tubes. A man pokes his finger in a sphere of light and we see a tiny alien city and its occupants run in terror at seeing the man's giant fingertip in their sky. Two crafts fly recklessly over the streets of a city. A man shoots a hole in a door and he and another man are sucked into the hole. A man walks into a low ceiling and hits his head, and a dog is tied up and gagged. An alien looks like a human man but has another talking head on a long neck in his backpack, other aliens have many eyes on stalks, some are bird-like with beaks and colorful feathers, others have parts and pieces of flesh and other material dangling from their faces, and others have many tendrils. We are shown a re-enactment of an alien meeting with the MIB agents a few times, and the alien is a man dressed in a suit that is covered with rubber snakes. Several planets explode after they are hit by a beam shot from a passing spaceship. An alien spaceship crash-lands in a park and then deposits an alien creature (it looks like a small plant). A man verbally threatens a dog a couple of times. Many people have parts of their memories deleted with a "deneuralizer."

LANGUAGE 4 - 3 scatological terms, 9 anatomical terms, 18 mild obscenities, 1 religious exclamation, and some name-calling.

SUBSTANCE USE - Aliens are shown smoking cigarettes and drinking alcohol.

DISCUSSION TOPICS - Aliens, the universe, infinite diversity, loneliness, belonging, love, gratitude, heroes.

MESSAGE - We are not alone in the universe. Keeping the planet safe from bad aliens is a lonely business.