Lilly is a supporting antagonist of the 2012 sci-fi comedy film Men in Black III. She is Boris the Animal's alien girlfriend.
She was portrayed by Nicole Scherzinger.
Lilly first appeared at the beginning of the film carrying a cake in Lunar Max Prison. After getting through the security checkpoints, they brought her to Boris' cell where they french kissed for a few seconds, much to the disgust of the guards. But then Boris' plan went into action as Lily presents out the cake, as the Weasel crawls out from the cake and kills the two guards. Watching the Weasel freeing and reuniting with Boris, Lily aids Boris in stealing a large blaster from the armory.
Taking out many guards and an inmate named Obadiah Price through the hallways, Boris and Lily both reached a room full of guards, but Boris took the blaster and shot a hole in the roof with caused them all be sucked into space. Lilly was caught in the suction, but Boris grabbed her with his one arm. However, he began to let go and told her that he worked alone and released, but she managed to say 'I'll wait for you' before she was sucked into the vacuum of space to her death.
This may have altered after the young Agent K killed the past Boris and the Weasel, Lilly's death did not exist.