Serleena MIB2
Background information
Feature films Men in Black II
Television programs
Video games Men in Black: Alien Crisis
Men in Black 3 App
Park attractions
Portrayed by
Portrayed by Lara Flynn Boyle
Performance model
Designer Rick Baker
David Nakabayashi
Maurico Baiocchi
Sangjun Lee
Carlos Huante
Inspiration Ganondorf from The Legend of Zelda series
Mother Brain from the Metroid series
Ursula from The Little Mermaid
Lord Voldemort from the Harry Potter series
Hopper from A Bug's Life
Honors and awards No. 5 on Watchmojo's Another Top 10 Sexy Female Aliens from Movies and TV list
No. 9 on IGN's Top 10 Movie Maneaters list
Character information
Full name Serleena
Other names Sylona Gorth
Slimy Kylothian Invertebrate (by Agent K)
Pretty Lady (by Creepy)
Personality Murderous, cruel, power-hungry, impatient, blasphemous, sinister, short-tempered, tyrannical, violent, persuasive, pompous, cold-hearted, disrespectful, rude, sultry, magisterial, opprobrious, manipulative, seductive, cunning, abusive, very dangerous, brutal, evil, fiery, greedy, slanderous, despotic, loathsome, ravenous, sadistic, mysterious, vituperative, aggressive, merciless, selfish, baleful, arrogant, conceited, traitorous, sarcastic, resourceful
Appearance Elegant (in her human form), monstrous, repulsive, abominable, slimy, ugly, hideous, disgusting (in her alien forms)
Occupation Queen of Kyloth
Alignment Bad
Affiliations Sony Pictures Villains
Goal To acquire the Light of Zartha
To destroy MIB
To overthrow the Zarthans and destroy Earth (all failed)
Home Kyloth (Home Planet)
Allies Scrad & Charlie
Minions Scrad & Charlie, Jarra, Gatbot, Corn Face, Dog-Poop, Mosh Tendrils, Pineal Eye, Flesh Balls, Kylothians
Enemies Agent K, Agent J, Zed, Laura Vasquez, Ben, Creepy, Frank the Pug, the Worm Guys, Lauranna, Zarthans, Jeff the Worm, the Men in Black
Likes Power, junk food, torturing, devouring, and killing her enemies, Zed
Dislikes Opposition, Scrad & Charlie’s stupidity, annoyances, failures, defeat
Powers and abilities Superhuman strength, generating tentacles, shape-shifting, voice mimicry, near-invulnerability to physical attacks by dissipating and reforming
Weapons High-powered rifle, her tentacles
Fate Gets killed and destroyed in a fireworks display by Agents J and K
Quote "Where is the Light?"
"Silly little planet. I could rule the place with the right set of mammary glands."

Oh, yummy. Someone I need to eat.
~ Serleena

Serleena is the main antagonist of the 2002 sci-fi comedy film, Men in Black II. She is the evil leader of the Kylothians and seeks to acquire the Light of Zartha so that she can use its power to conquer and destroy the planet Zartha, as well as Earth, where, at one point, the Zarthans tried to hide the Light from her.



Serleena is a traitorous, censorious, disparaging, contumelious, and ruthless alien who cares little about her allies and enemies; she is known to insult them, constantly saying they are pathetically useless, and kill them without mercy. At one point in the film, Agent J describes her as "one of the most feared aliens in the universe", which indicates that she and the rest of the Kylothians are infamous all over the universe.

Serleena is also very ravenous: she usually eats anyone who interferes with her or stands in her way, but kills them by other means, like her tentacles, which she feels are also favorable.

However, Serleena has a soft spot for Zed, the leader of the Men in Black, who implies that she wishes she were his girlfriend. Unfortunately, Zed is not at all crazy about Serleena, as he calls her "a pile of squirmy crap in a different wrapper." Nonetheless, Serleena admires Zed because of how feisty he is when he attempts to fight her directly, but that doesn’t keep her from treating him any differently.


Barry Sonnenfeld, the director of the Men in Black films, felt that it would be more interesting to have a female villain this time, because girls bring more appeal to male audiences.

Famke Janssen was originally cast as Serleena and had even filmed some scenes, but she was forced to drop out of the project due to a death in her family. Halle Berry, Jennifer Lopez, and Yeardley Smith also auditioned for Serleena, but in the end, Lara Flynn Boyle was cast as her.

Rick Baker, the alien designer for the Men in Black films, along with David Nakabayashi and Maurico Baiocchi, artists for Industrial Light and Magic, took a look at plants, trees, and roots and how they grow to better create how Serleena changes forms.

In addition, they wanted to make Serleena a truly threatening femme fatale, and the fact that she takes the form of a lingerie model makes her all the more dangerous, because men can't resist her glamorous appearance.

A few examples of this are when Creepy attempts to rape Serleena at the film's beginning, and ends up getting eaten by her, Charlie attempting to smooth-talk with her, to no avail, and when Zed calls her "pretty", even though he's not crazy about her.

Physical Appearance

Serleena Transformation

A concept of Serleena's metamorphic abilities showing how she assumes her human form

Because of her ability to metamorphose, it's unclear what Serleena actually looks like. In the archive footage of 1978, Serleena appears to be a humanoid mass of vines and tendrils; when she first lands on Earth, she looks like a tiny snake-like plant creature.

Her Lara Flynn Boyle disguise is her most prominent form. In Agent K's flashback, Serleena takes the shape of a cloaked woman with vines for a face. After being eaten by Jeff in the subway, Serleena takes the form of a huge snake-like plant beast, and then a mass of vines with a human face.

Some of the concept art for Serleena depicts her looking like humanoid-plants, a cecealian-like plant creature, and in a few instances, a four-legged monster plant, and human-like sea monsters.

Powers and abilities

A deadly, resourceful, formidable, and metamorphic femme fatale, capable of striking fear and admiration into both her allies and enemies, Serleena's shape-shifting abilities, super-human strength, cunning, and manipulative demeanor make her a force to be reckoned with.

Her ability to generate tentacles from her fingers enables her to ensnare her victims, and she possesses superhuman strength, as shown when he holds Ben by the chin in his pizzeria.

Serleena can also mimic voices; this is demonstrated when she imitates a bound and gagged Frank the Pug to fool Agent J into thinking he's actually talking to Frank.

Serleena is practically immune to physical attacks as well; this is shown when Zed hits her with a glass object, and repeatedly kicks her in the chin, only to be overpowered by her.

Role in the film

Serleena (in her human form) in Men in Black II.

Since the late 1920s, Serleena had been at war with the Zarthans, in an attempt to acquire their greatest treasure, a great power source known as the Light of Zartha, which, if it were to end up in her hands, would spell the end of Zartha.

In 1978, the Zarthans and their princess, Lauranna, flee their planet, and go to Earth, where they plead with the Men in Black to help them hide the Light on Earth. But, they can't oblige, because it would put Earth in danger, as well. Unfortunately, Serleena turns up, having tracked the Zarthans to Earth, but thankfully, the Men in Black detain her so the Zarthans can escape and hide the Light elsewhere.

However, that wasn't really the case: Agent K, having developed feelings for Lauranna, launches a rocket to mislead Serleena, and hides the Light on Earth. Furious about losing the Light, Serleena shoots Lauranna to death, and chases after the rocket.

Serleena spends the next two decades searching the universe, but fails to find the Light, destroying several planets in bitter anger. After 24 years, she concludes that the Light is still on Earth; she is proven correct when she receives a message from a two-headed alien, Charlie & Scrad, that the Light is on Earth. She lands on Earth, shortly before seeing an "I Heart New York" magazine with a Victoria's secret model picture of Lara Flynn Boyle, and transforms into an exact replica of her. A mugger known as Creepy suddenly grabs Serleena and drags her into the bushes, intent on raping her; however, she swallows him whole, gaining a bloated stomach in the process. Walking back over to the magazine, Serleena realizes that eating a human will ruin her disguise, so she coughs up his clothes to dress in a way that better suits the location she is in, disguising herself as a bike rider, and begins looking for the Light of Zartha.
Serleena's Infiltration

Serleena invades and takes over MIB headquarters

Serleena meets up with Scrad & Charlie in Scrad's apartment; they are impressed by her glamorous appearance, before she uses her tendrils on them to remind them who they are talking to. They tell her they haven't found the Light, but they tracked it to Ben, the owner of Famous Ben's Pizzeria, who may know where it is. As the two head there, Serleena takes Scrad’s hamburger. At the pizzeria, Ben tells Serleena that the Light will leave Earth at midnight the next day, before she slices him in half with one of her finger-tentacles, killing him, and she and Scrad leave the pizzeria, taking a whole pizza with them. Jumping to the conclusion that the neuralyzed Agent K is the one who knows where the Light is, Serleena infiltrates and usurps MIB headquarters, attacking and imprisoning most of the agents, resulting in the building being put on lock-down, and she later releases several high-security prisoners (whom she sends to track down K), including a criminal genius named Jarra (whom Agent J captured five years prior), recruiting them as her minions.

Serleena meets with Zed, the leader of MIB, demanding that he bring Agent K in, reminding him that if the Light doesn't leave Earth by midnight, it will self-destruct, completely destroying the planet, and that if they surrender the Light to her, she can spare the Earth. Zed seemingly complies, but then attacks Serleena, who effortlessly overpowers him. A little later, Serleena meets with Jarra, and asks him to provide her a space-craft that can travel 300 times the speed of light; he agrees to do it in exchange for Agent J.


Serleena taking Agent K prisoner

When J contacts Frank to go to Sub-Control level C to deactivate the lockdown, and that he and K have found the Light, as they head to meet the worm guys, Serleena imitates Frank, whom she has bound and gagged unbeknownst to J, before sending Scrad to capture Laura Vasquez, who she believes has the Light within her bracelet. With Laura in her clutches, Serleena prepares to send her captive to her home planet, Kyloth. With the help of the worm guys, J and K infiltrate their headquarters. While J goes to the launch pad on the roof to rescue Laura, confronting and killing Jarra, Serleena holds K hostage in the main hall and taunts him over Lauranna's death all those years ago. Luckily, J returns and shoots Serleena, freeing K before she has a chance to eat him.

As Laura, J, and K head for the Light's departure point, Serleena is revealed to have been reduced to her worm-like form, but quickly turns back into her Victoria's Secret Model form. She then chases the three in the ship Jarra provided her. After a chase throughout New York City, J lures her into the subway, where she is devoured by Jeff, a giant alien-worm living in the subway that J encountered earlier. Believing they are safe from Serleena's wrath, the trio heads to the departure point on a rooftop where a hidden spacecraft to transport Laura back to Zartha is revealed.

Serleena's Demise

Serleena is finally defeated

Suddenly, Jeff bursts through the roof and explodes, revealing Serleena in a giant mutated snake-like form. She attempts to recapture Laura, but J stops her by jumping in the way of her tendrils, getting ensnared himself in the process. As K repeatedly shoots Serleena to free J, he tells Laura that she has to get on the transport, otherwise they'll all die; as she reluctantly boards the vessel, K shoots Serleena until she collapses, releasing J from her grasp. However, she regains consciousness and sends out her true form, a mass of vines with a human face, after Laura. K and J shoot Serleena and destroy her in a spectacular fireworks display, ending her reign of terror on the Zarthans and the Men in Black once and for all as well as avenging the humans (excluding Creepy) and aliens that she killed. They then use a neuralyzer hidden within the Statue of Liberty's torch to cover up Serleena’s rampage, since numerous people from New York and New Jersey witnessed the whole thing, as they return to MIB headquarters.

Other Appearances

Serleena Plant-form simulation

Serleena in her plant form in Men in Black: Alien Crisis

Serleena MIB3 App

Serleena as she appears in the Men in Black 3 App

Men in Black: Alien Crisis

Though she doesn't appear directly in the game, a simulation of Serleena's plant form is used as a boss fight during initiation.

Men in Black 3 App

Serleena once again appears in her plant form as a boss.


  • Serleena’s only redeeming quality is her romantic interest in Zed, though that doesn't deter her from torturing him like she does everyone else.
  • The movie company Industrial Light and Magic is also responsible for the special effects in the Indiana Jones, Star Wars, Jurassic Park, Harry Potter, and Pirates of the Caribbean film franchises.
  • 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.
  • Halle Berry, Jennifer Lopez, and Yeardley Smith auditioned for Serleena.


Sony Pictures Entertainment Wiki has a collection of images and media related to Serleena.