Men in Black 2 Breakdown: The Cameos, Callbacks and Scrapped Ending Hiding in the 2002 Sequel

Men in Black 2 is loaded with Easter eggs, callbacks to the first film and cameos from people you might not expect, from the director's own family to Will Smith's kids. It also has an alternate ending, a massive alien built for a character who was cut, and a director who looks back on the movie with a lot of disappointment.

Released on July 3rd, 2002, the sequel was directed once again by Barry Sonnenfeld, reuniting with Will Smith after the two made Wild Wild West in 1999. It was written by Robert Gordon, who also helped cowrite 1999's Galaxy Quest, and Barry Fanaro, who served as a producer and writer on The Golden Girls for a number of seasons. Before either of them signed on, David Koepp actually started the writing process, but he left Men in Black 2 entirely to work on another Marvel movie instead: Sam Raimi's Spider-Man.

The Blue Neuralizer and the Mysteries in History Opening Set Up Serleena Immediately

The movie opens with Columbia Pictures' famous torch lady holding a giant neuralizer instead of a torch. The neuralizers had a red glow in the first film, but from this movie onwards they flash blue, though in Men in Black 3 they lean a little more cyan. To create the flash sound, the production manipulated and synthesized the sound of a reloading strobe flash, which I think is super clever.

We then get episode 27 of Mysteries in History with Peter Graves, famous for the original Mission Impossible series, which makes him the perfect person to talk about secret organizations of men in black protecting the world. The episode dramatizes the Zarthans fleeing a threat in 1978 and introduces Serleena, the main villain. Seeing her alien form right off the bat is new for the series, since the first film held back Edgar the Bug's true form until around the end.

Serleena being a massive snake like plant alien fits her goal of stealing the Light of Zartha, since plants concern themselves with gathering light, and the Zarthans are heavily implied to be beings of light energy using human forms. As I put it, "This intergalactic war is literally just a war between space lights and space plants, which is kind of funny." The dramatization gets Princess Laurana's look wrong, casting blonde model Paige Brooks, but her outfit still hints at her nature, with the back designed to look like rays of light. In the background, you can also spot an MIB car: a black 1978 AMC Pacer.

The Opening Credits, Harvey the Dog and a Magazine Dated After 9/11

After Serleena blows up a string of planets on her way to Earth in July 2002, the opening credits hit. If the font looks familiar, you may be thinking of Dr. Strangelove from 1964 or the 1991 and 1993 Addams Family movies. That is because all of them featured graphic designer Pablo Ferro, who was known for this style, as in the opening of the 1984 concert film Stop Making Sense.

Her ship crash lands in Central Park, and its ice cream cone shape is pretty much the only thing Mysteries in History got right, even if the size was off. Confronting it is a dog named Harvey, which could be a nod to E.T. the Extra Terrestrial, where Elliott had a dog named Harvey. Serleena mimics the dog before scaring him away, establishing her ability to mimic others, and then finds a magazine with Lara Flynn Boyle as a Victoria's Secret model.

Apparently Halle Berry and Jennifer Lopez were among the actresses who auditioned, but it was Famke Janssen who won the role. Unfortunately she could not continue due to a tragic death in her family, and I feel like she would have been fantastic in this. The magazine is dated September 17th, 2001, a few days after 9/11, and carries ads for The Mind of the Married Man and Curb Your Enthusiasm. During her transformation, the credit reads "based on the Malibu comic by Lowell Cunningham," unlike the first film's Marvel credit. The comic was published by Malibu Comics, which Marvel bought in 1994 to keep DC from buying it first.

Jeff, Agent T and a Diner Carrying Edgar's Ship

The man who grabs Serleena and gets eaten is Michael Bailey Smith, known for Ben Grimm in the 1994 Fantastic Four and Belthazor in Charmed. He also played a security guard in the 1999 My Favorite Martian reboot, another movie where he gets chomped by an alien. We then cut to Agent J confronting a flower sprouting near the McGraw Hill building on Sixth Avenue. Will Smith had a tough time fitting in the suit this time because he had bulked up considerably to play Muhammad Ali in 2001's Ali.

The flower belongs to Jeff, a giant worm alien whose design was heavily inspired by angler fish dangling a light to attract prey. Personally, I feel like he was also heavily inspired by the Wiggler caterpillars in Nintendo's Mario games, which walk around with flowers on their heads. Patrick Warburton's Agent T grabs the flower before Jeff throws him around. When J rides Jeff through the subway, he takes hits that would have scrambled his brain without plot armor, since if Jeff was traveling as fast as a subway train, he was moving at around 30 to 50 miles per hour.

J then flashes fake MTA credentials, clears the train and stands Jeff down with the new standard issue gun, which now has two stacked barrels. The production made the first film's weapons bigger to show five years had passed, with one crew member explaining, "If we had one barrel, we added another barrel." Afterward, J and T sit outside the Hayden Planetarium talking about stargazing, which I find interesting since J ends up falling in love with a living star, a sign his heart is always focused on the stars.

J brings T to the Empire Diner for pie, a habit picked up from Agent K, who in Men in Black 3 is revealed to have learned it from his grandfather. The real diner at 210 Tenth Avenue at 23rd Street has no spaceship on its roof; that is actually Edgar the Bug's ship from the first movie. After neuralizing T, J points a waitress his way, and in Men in Black 3 that waitress returns surrounded by the kids she had with T.

Scrad, Charlie and Famous Ben's Pizza

Johnny Knoxville's Scrad and his symbiote buddy Charlie are not Venom symbiotes, even though this is technically a Marvel movie; these symbiotes appeared in the Men in Black cartoon as early as season 1, episode 7, The Symbiote Syndrome. Keanu Reeves and Robert Downey Jr. were also gunning for the role. Their jacket resembles Michael Jackson's in Beat It, minus the sleeves, and their fridge carries signs including "the truth is not out there," a reference to The X Files.

Famous Ben's Pizza at 177 Spring Street in Soho is a real pizzeria. There we meet Rosario Dawson's Laura Vasquez as employee of the month, before Serleena and Scrad interrogate Ben, who turns out to be a Zarthan. He warns that the light will leave "the third planet," and it takes Scrad a minute to realize that means Earth, finally understanding why Third Rock from the Sun was called that. Early concept art had Serleena instead rip a blobby starfish alien named Mitch out of his human shell. Laura then accidentally makes it rain with her hidden powers.

MIB Headquarters: Airport Design and the 50 Foot Alien Built for Agent L

At the Brooklyn Battery Tunnel, the same security guard from the first film is reading a newspaper, but sitting on the opposite side. The main floor is heavily inspired by 1960s airport architecture, which makes sense since airports are where most legal migrants check in. There is a duty free liquor store, the same one the worm guys rob before getting suspended by Zed, plus a Sprint store and a Burger King. J's mention of cephalopods making counterfeit visas references the first alien he chased in the original film.

Nick Cannon cameos as an autopsy agent dealing with a massive tentacled creature, and that alien has a frustrating story. Agent L was apparently originally supposed to perform its autopsy, and because Linda Fiorentino was thought to be returning, 20 artists spent a full three months building the 50 foot creature. The sculptors were then told Agent L had been written out of the movie entirely. So they would not waste the work, the production found a way to use it anyway, with Nick Cannon replacing her.

Rip Torn returns as Zed, and Frank the Pug, played by Mushu and voiced again by Tim Blaney of Johnny 5 fame in Short Circuit, had makeup applied around his nose to cover gray hairs. Sadly this was Mushu's last time as Frank, as he passed away from natural causes a little before production on the third film. Zed's warning that the job could swallow J up and spit him out is funny considering K volunteered to be swallowed by Edgar in the first film.

Frank, Laura and the Road to Agent K

J drives a preproduction 2002 Mercedes Benz E500 past rows of 1987 Ford LTD Crown Victorias, while Frank sings Gloria Gaynor's I Will Survive, with the lyric about being back from outer space pointing to Serleena's return. At the pizzeria, one agent is played by future Brooklyn Nine-Nine actor Joel McKinnon Miller. The tandem bike riders who pass by are the same pair who rode past the pawn shop in the first film, and they are real New Yorkers who rode that bike around their neighborhood.

J falls for Laura and breaks protocol by not neuralizing her. Barry Sonnenfeld actually was not the biggest fan of the romance, believing Wild Wild West taught him to lean away from that, but the producers insisted it stay. Back at the car, Frank is listening to Who Let the Dogs Out, a song you could not escape on the playground back when I was a kid. It was infuriating.

K, now Kevin Brown, was divorced after his latent memories made his new life feel empty. He works at the post office in Truro, Massachusetts, though the exterior is actually New York's Fire Island Lighthouse. The girl ordering Rugrats stamps is played by Sonnenfeld's daughter, who also cameoed in the first film and later in Men in Black 3 as a hippie. In Germany she asks for Pokemon stamps, and in Hungary for South Park stamps, which is wild for a kid her age. The beatboxing alien is Biz Markie, a last minute addition because the director loved the beatboxing sessions he and Will Smith broke into on set. The three eyed alien removing his torso is the film's visual effects supervisor, apparently cast because they needed an extra and he was regarded as the most alien looking guy on set.

Another alien listens to Keel's 1984 song Speed Demon. The scene could have brought back Beatrice, Edgar's wife, but Siobhan Fallon Hogan was pregnant at the time. Kevin compares what he saw to a Siegfried and Roy act, so J takes him to headquarters.

Michael Jackson's Agent M, Rick Baker's Aliens and Serleena's Attack

At headquarters, Michael Jackson demands to join as Agent M. He was a huge fan of the first film, and there were reports he approached Sony executives offering to replace Will Smith as the lead for free, which they would not consider. He eventually asked Will Smith for any role and got it. It was his last major blockbuster before his death on June 25th, 2009 at 50, and Men in Black 3 includes a statue of Agent M behind K at Zed's funeral. K poking a tiny world and J handing him the Noisy Cricket are callbacks to the first film.

Serleena and Scrad grab a Whopper and wait in the alien check in line before attacking, which is weird to me: why stand in line and wait to attack? In that line, the crawling aliens are performance artists Hannah Sim and Mark Sager, recreating movements from their work on Tool's Schism. They were turned into aliens by Rick Baker, who cameos at the registration desk with a ponytail. He is known for An American Werewolf in London, The Nutty Professor, Planet of the Apes and Harry and the Hendersons, and it is cool to see him involved.

Through How the Grinch Stole Christmas, Baker met Jeremy Howard and Mary Stein, who played Drew Lou Who and Miss Rue Who, and cast them as bird aliens based on a design he had drawn about 30 years earlier. "It's amazing what actors can bring to something," he said. Serleena's attack forces J and K to flush out of headquarters to Broadway and West 44th Street. J's line that the car "came with a black dude, but he kept getting pulled over" was completely improvised by Will Smith, and a slight nod to the original comic's Agent J being a white guy.

Jack Jeebs' Denuralizer and Zed's Impossible Office

J finds Jack Jeebs' denuralizer on eBay, via a car computer that seems to run Mac OS X Cheetah, listed at 100,000 dollars, or about 188,000 today, with a trade offered for a Mercedes G500, yet more product placement. Tony Shalhoub returns as Jeebs and also voiced him in the animated series in season 1's third and fourth episodes before Billy West took over. The machine runs on an iMac G3 and draws on Rube Goldberg designs, which Amblin Entertainment seems to love, as seen in The Goonies and Back to the Future.

Scrad arrives with freed prisoners including Moss Tendrils, played by Derek Mears, who later played Jason Voorhees in 2009's Friday the 13th, and Pineal Eye, played by Kevin Grevioux of Underworld. Other names considered for the Ballchinian included Chinsacian and Nutchinian, and TV reruns renamed him a Chinny Chinian. K regains his memory under the stars as the tandem bike passes again, then frees J with the Noisy Cricket past boxes of Sony WEGA televisions.

Zed's office was designed to look impossible. As one of the filmmakers put it, "One of the things I like to do in movies that you can't do always in the real world is build things that defy physical forces such as gravity." They poured about 8 cubic yards of concrete and steel to support what is basically a giant golf tee. Scenes this goofy are a big reason Sonnenfeld looks back with disappointment, feeling it leaned too heavily on comedy over story and lacked the original's emotional depth and strong villain, mostly due to a rushed schedule that apparently affected his health. Shooting ran from June 11th to September 23rd, 2001, and 9/11 caused delays and forced a new ending, which he had planned at the base of the World Trade Center.

Clues, Worms and a Locker Full of Worshippers

At the pizzeria, Laura's sparkly white top foreshadows her role as the light. K's line about "a hell of a fish" resembles Tommy Lee Jones' big fish line in The Fugitive, and nearby hang photos of Ed White's Gemini 4 spacewalk and Jim Lovell. The worm guys' safe house had such low ceilings that a Sony executive wanted it recreated for her daughter, which Sonnenfeld could not do due to OSHA guidelines. The worms speak Huttese, Jabba's language, reflecting the friendship between George Lucas and Steven Spielberg. The worms were rebuilt with different hues, and a newspaper jokes about Bill Clinton.

Locker C18 references Get Shorty, where it holds dirty money. The tiny aliens inside worship K, prompting J's quip referencing The Man Who Would Be King. Their buildings are made from discarded boxes like Toblerone and Irish Spring, and their elder descends a New York Jets mountain like Moses with a Tapeworm rental store card. At the store, David Cross' Newton works with his girlfriend, played by the actress 90s kids know as Kat from The Mighty Ducks, and boy did I have a crush on her. Tapes include Elvis Presley, the First Astronaut, nodding to K's claim that Elvis went home, while a China Syndrome poster nods to the cartoon's syndrome episode titles.

The Finale, Family Cameos and the Ending That Was Cut

K's old apartment family includes Sonnenfeld as the father and Tommy Lee Jones' daughter Victoria, who sadly passed away on New Year's Day 2026. K's weapons locker hides a Romulan disruptor and a baton from Star Trek Voyager. The guard's newspaper headline about Satan escaping hell feels plucked from Ghostbusters, and another predicts weight loss pills. Serleena's tongue in K's ear was apparently improvised by Lara Flynn Boyle trying to make Tommy Lee Jones laugh, but he never did. Jarra came from an idea about a unicyclist in a bell shaped cloak, and the My Favorite Martian ship appears during their fight.

J's "That's how I fight" repeats his Fresh Prince of Bel Air line. The flying car is steered with a PlayStation DualShock, and the kids neuralized below are Jaden and Willow Smith. J's candy line references The Rock, and in the final shootout J and K swap gun types from the first film's ending. Originally, the locker aliens would have been giants and K would have closed the locker on J's face. Instead, Earth is revealed inside an alien terminal locker, filled with over 120 aliens made from just four models.

Do you agree with Barry Sonnenfeld that Men in Black 2 leaned too heavily on comedy at the expense of story?