Serleena

"Silly little planet. I could rule the place with the right set of mammary glands."

- Serleena after taking over MIB headquarters. "Oh yummy. Someone I need to eat."

- Serleena showing her hungry nature.

Serleena is the main antagonist of Men in Black II. She is the queen of the Kylothians, bent on finding the Light of Zartha, so that she can destroy the planets, Zartha and Earth.

She was portrayed by Lara Flynn Boyle.

Personality
Serleena is an extremely evil, arrogant, contumelious, and censorious alien who will kill without mercy. She is known to be extremely slanderous, uncomplimentary, vituperative, opprobrious, and disparaging, so she insults her allies and enemies alike, constantly telling them how pathetically useless they are. She usually prefers to eat anyone who stands in her way, though killing them by other means, such as using her tentacles, tends to be favorable and propitious as well. Despite her manipulative and traitorous nature, it is implied that Serleena has somewhat of a soft spot for Zed, the leader of MIB Headquarters, and he mentions to Jay that Serleena wishes that she was Zed's girlfriend, even though she sadistically tortures Zed sometimes. When Zed attacks Serleena and tries to defeat her to no avail, she simply knocks him out and compliments on how feisty he is and that she likes it, instead of killing or eating him. Despite her fondness of Zed, he clearly does not return the feelings and views her as just "a pile of squirmy crap in a different wrapper".

History
During the late 70s, Serleena was drawn to Earth several years back when the Zarthans attempted to bring the Light of Zartha to Earth under the watch of the MIB agency. Upon entering the scene, Serleena kills a Zarthan leader and dispaired as what she though was the Light of Zartha, flew into orbit. Over the years she travelled from planet to planet in her search for the shuttle, constantly being disappointed and destroying many worlds in bitter anger. However, she was contacted by Scrad and Charlie who notified her that the light had been back on Earth the whole time. After a quick change of course, Serleena headed to Earth, landing in New York in the year 2002.

Slipping through the gardens, she finds a "I Love New York" magazine showing a Victoria's Secret model Lara Flynn Boyle in lingerie, working with what she had, she transforms into an exact copy of Boyle.

Almost immediately, Creepy attacks her with a knife. He takes her behind some bushes with the intent of raping her. However, in a twist of events she eats him alive, head first, cramming him tightly into her belly. She begins to digest him while walking casually back to the magazine, licking her fingers and moving her belly from left to right to digest him faster. Studying the magazine, she impatiently waits for the thief in her stomach to finish digesting while looking at the picture and tapping her belly with her fingers. Realizing that this ruins her disguise, she returns to the bushes, fully digests the thief and pukes up only his clothes. Then she takes his clothes and boots for later use and walks away with it.

She first stops by Scrad and Charlie's department to find him watching TV and eating junk food. Without them knowing she is Serleena, Scrad and Charlie gets impressed by her beauty, only to have her shove two tentacles into their ears as a bitter reminder of who they were talking to. They talk about finding the light and agree to look for information at a pizzeria nearby while she eats a greasy hamburger. At the pizzeria, Serleena questions an alien who might know the where-abouts of the Light; getting no usefull information, she slices him with her tentacles also she takes the pizza before leaving the pizzeria. She then goes to MIB headquarters, where she seduces a worker by revealing her bra, explaining that she "wants to learn how to be an underwear model since people tell her that she's got real potential". As a distraction, Scrad & Charlie fake a heart attack at the sight of Serleena's sexy lingerie. Next, Serleena uses her many tentacles to take everybody captive, except for Jay and Kay, both of whom escape via being "flushed". Serleena then releases the agency's convicts (Jarra, Dog Poop, Corn Face, Pineal Eye, Mosh Tendrils, and Flesh Balls) for some assistance. She then sends a handful of these convicts after Jay as he attempts to restore Kay's memory. After a quick memory restoration and brief brawl, Kay and Jay discover the Light is actually Laura Vasquez, a worker at the pizzeria and the biological daughter of Zarthan Queen Laurana. Kay also reveals that Laura herself should return back to Zartha in time, otherwise her Zarthan bracelet would set off that would destroy the Earth and render Zartha inhabitable.

Upon returning to headquarters, Kay is captured by Serleena, who taunts him over the death of his love Laurana, and she seduces him by sticking her Kylothian tongue in his ear, but Kay is not amused whatsoever. At the same time, Jay stops the countdown of a machine that would launch Laura into space, and shoots Serleena before she can eat Kay. She is seemingly destroyed, but her initial worm form survives. Quickly, she regenerates and steals a futuristic vehicle to chase after the trio of Jay, Laura, and Kay. After an intense chase scene Serleena is tricked into being eaten by the giant worm, Jeff, along with her spaceship.

Thought to be safe from Serleena's wrath, the trio reach a rooftop and prepare a hidden shuttle for Laura to leave on. However, Jeff bursts through the roof and explodes, revealing Serleena in a giant mutated wormlike form. As Jay was thrown around by her tentacles, trying not to be eaten, Kay casually spoke with Laura before shooting Serleena, releasing Jay. As Laura flies off to Zartha, Serleena returned and showed her true form, that of a huge viney plant, and flew after Laura. Fortunately, Jay and Kay casually shot Serleena with their weapons, destroying her in a bright fireworks display, also avenging the deaths of the humans (except Creepy) and the aliens she had killed, before returning to HQ.

Trivia

 * Famke Janssen was originally cast as Serleena and had even filmed some scenes, but was forced to drop out of the project due to a death in her family.