- Jeff, excuse my partner. He's new and he's [Jeff attacks T] kind of stupid.
- [J has just saved a whole subway of passenagers from being eaten alive by Jeff, the giant worm-like alien, who chewed off a half of the subway train before retreating]
[Neuralizes subway passengers]
Thank you for participating in our drill. Had this been an actual emergency, y'all woulda been eaten. 'Cause you don't listen. You ignorant. How a man gon' come bashin' thru a subway win-- That's the problem with all y'all New Yorkers. "Oh, we seen it all." "Oh no! A 600 ft. worm! Save us, Mr Black Man!" And I come in, I ask ya nice move to the next car! Y'all just sit there like...
[Neuralizes subway passengers again]
Thank you for participating in our drill. We hope that you enjoyed our new, smaller, more energy-efficient subway cars. Watch your step, you have a nice evening. [walks off, neuralizing Capt. Lawrence Bridgewater, MTA in the process]
- [after Frank the Pug suggests the "good cop, bad cop thing"] How about we do the good cop, dumb dog thing, and you just shut up?
- Jeff, I am so not in a mood for you! Get back in the subway! Right now!
- I will lay the smackdown on your candy ass! (In homage to The Rock)
- Yeah, every Saturday night you'd be like, "Flush me J. Flush me." and I'd be like, "Naw."
- I never worked in a funeral home. Something I can do for you, Slick?
- Get a mop, and escort all civilian personnel from this site immediately. [After coffee has been spilt at the post office.]
- Silly little planet. I could rule the place with the right set of mammary glands.
- Prisoners of MIB. The scum of the universe. Well, now it's the scum's turn.
- So feisty.
- Here's the deal. I lose, you lose. I win, everything keeps spinning.
- An hour ago, a man I've known my whole life vanished in front of my eyes because of a woman with things coming out of her fingers and a two-headed guy with the IQ of a cannoli. So yeah, everything's okay.
- When we're kids, before we're taught how to think, or what to believe, our hearts tell us there is something else out there. I know what I saw. You tell me what I'm supposed to believe.
- Frank the Pug: (upon seeing a dead man's skin only) Hey, J, zero percent body fat! (Homage to Lara Flynn Boyle.)
- Worms: Once you've had worm, it's what you'll yearn!
- Michael Jackson: I could be Agent M!
- Grand Central Station Locker Creatures: K is back! The light keeper! All hail K! All hail K! Oh K can you see by the dawn's early light...
- Jeebs: (head is growing back after J shot it off) Oh, great, right in the pie-hole! Now nothing's gonna taste right!
- Doorman: [after J and K come to stop Serleena, he's reading a tabloid that says "Satan Escapes from Hell."] About time you got back. That pretty lady in there is causing all kinds of hell.
- Frank: [singing "I Will Survive"] "... and I learned to get along, and so you're back from outer space, I just walked in to find you here with that sad look upon your face, I should have changed that stupid lock, I should have made you leave your key, if I had known for just one second you'd be back to bother me, go on, now go, walk out the door..."
- Agent J: Frank! Bring your head in this window before before I roll it up in there.
- Frank: [Sits further away from the window] Got it! [Starts humming the melody, looking anxiously out the window]
- Agent J: FRANK!!
- MIB Customs Agent: Any fruit or vegetables?
- Serleena: [motioning towards Scrad] Yeah, two heads of cabbage.
- Zed: How'd it go?
- Agent M: The door-locks are gone and the treaty is signed.
- Zed: Good work.
- Agent M: Zed? What about that position you promised me in Men In Black?
- Zed: Still working on the Alien Affirmative Action Program, I'll keep you posted.
- Agent M: Wait a minute, that's not what you promised me!
- Zed: You're- you're breaking up!
- Agent M: Zed? Hello? I can be Agent M!
- Agent J: Wait, what are you doing?
- Agent K: I always did the driving.
- Agent J: Oh, no.
- Agent K: I remember that.
- Agent J: No, what you remember is that you used to drive that old busted joint. See, I drive... the new hotness. [points at Kay] Old and busted. [points at himself] New hotness. [K looks at J for a second, then J hands the keys over] Old, busted hotness.
- [about the driver-shaped airbag]
- Agent K: Does that come standard?
- Agent J: Actually it came with a black dude, but he kept getting pulled over.
- (Note: Will Smith improvised this line, which the producers liked so much they added it to the theatrical trailer)
- Agent K: You didn't see a room full of weapons or four alien nightcrawlers. You will love and cherish each other for the rest of your lives.
- Agent J: Which could be the next 27, 28 minutes, so get to the loving and cherishing. Oh, and she can stay up late as she wants and can have cookies, candy, and cakes and junk and stuff.
- Agent J: [J is hiding Laura at the Worms' place] Here's my communicator. You'll be safe here.
- Worms: [Laura kisses Jay] Whooooh!
- Agent J: Uh... just... watch out for Neeble.
- Laura: Which one's Neeble?
- Agent J: Um... err... which one o' y'all's Neeble?
- Neeble: Yo, mama! I'm Neeble.
- Agent J: Ah, there ya go. And... uh... don't fall asleep.
- [Jay exits]
- Worms: Twister!
- Agent J: Didn't your mother give you a Gameboy!!??
Agent K: WHAT IS A GAMEBOY!!!!?
- Agent K: When you get sad it always seems to rain.
- Laura: Lots of people get sad when it rains!
- Agent K: It rains because you're sad baby.
- Agent J: So Laura is Princess Laurana's daughter. [turns to K] Did y'all...?
- Agent K: MIB's a mess. Let's go.
- (Jay finds the aliens in his locker)
- Agent J: Kay, we got to take them out. Show them there's more life than that locker.
- Agent K: *sighs* Still a rookie. *opens a door, showing that humans live in a locker and there are many more aliens outside the door*
- Kevin Brown/K: You're standing between me and my memories, pal. Now you have this deneuralyzer thing or not?
- Jeebs: Mmm, no. Fresh out. [J and K stare at him, clearly not believing a word Jeebs is saying] Can't help you. [They continue staring] Don't got it... [J and K continue to stare. Jeebs cracks] Even if I did... If it doesn't work, K dies, you blow my head off! If it does work, I brought back K who, just for the fun of it, blows my head off! Sooo, what's MY incentive? [J points his gun at Jeebs' head] [weak laugh] Okay homey, I keep it right downstairs next to the snowblower.
- [K smiles, satisfied]
- Tommy Lee Jones - Agent K/Kevin Brown
- Will Smith - Agent J
- Rip Torn - Zed
- Lara Flynn Boyle - Serleena
- Johnny Knoxville - Scrad
- Rosario Dawson - Laura
- Tony Shalhoub - Jack Jeebs
- Patrick Warburton - Agent T
- Jack Kehler - Ben
- David Cross - Newton
- Colombe Jacobsen - Hailey
- Michael Jackson - Agent M
- Peter Graves - Himself
- Biz Markie - Beatboxing Alien
- Nick Cannon - MIB Autopsy Agent
- Jay Johnston - Younger Pizza Parlor MIB Agent
- Drew Massey - Worm Boy (uncredited)
- Kevin Grevioux - Pineal Eye
- Martha Stewart - Herself (cameo)
- Tim Blaney - Frank the Pug (voice)
- Greg Ballora - Sleeble
- Carl J. Johnson - Gleeble
- Thom Fountain - Neeble
- Brad Abrell - Mannix
- Richard Pearson - Gordy
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