Lady Serleena (The Queen)

When J contacts Frank to disable the lockdown, and he and K find the Light, while heading to find the Worm Guys, Serleena unknowingly ties Frank up and says "Gotcha, J," using Frank's voice, before sending Scrad to capture Laura Vasquez, who is actually the Light. With the help of the Worm Guys, J and K infiltrate their captured headquarters. While J goes to the rooftop launch platform to rescue Laura, confronting Jarra and destroying him in the ensuing battle, Serleena captures K in the main hall. Luckily, J returns and shoots Serleena, freeing K.

After Laura, J, and K depart for the Light's departure point, Serleena is revealed to have been shrunk to her original small, worm-like form, but quickly reverts to her Victoria's Secret model form. She then pursues the three in the ship Jarra provided her. After a chase across New York City, J lures her into the subway, where she and her spaceship are devoured by Jeff, a giant worm-like alien living in the subway that J encountered earlier. Shortly after the trio arrives at the departure point, Serleena reappears, having assumed Jeff's form, in yet another attempt to capture Laura. J thwarts her by jumping into the path of her tendrils, becoming entangled in the process. While K repeatedly shoots Serleena to free J, he tells a reluctant Laura that she has to get on the transport or they will die; as she boards the craft, K shoots Serleena until she collapses, freeing J from his grip. However, she regains consciousness to send a huge ball of vines in the shape of a human face after Laura, J, and K go to their car for their heavy weaponry, and Serleena is obliterated forever.

History
In 1978, the Zarthans, desperate to ensure that their greatest treasure, the Light of Zartha, does not fall into Serleena's hands (if it did, it would mean the end of their planet), entrust it to the Men in Black, but they cannot compel them, as it would also endanger Earth. However, Agent K, having developed feelings for the fallen Zarthan princess Lauranna, launches a rocket to deceive Serleena and hides the light on Earth.

Serleena spends the next two decades searching the universe, but fails to find the Light. She receives a message from a two-headed alien, Charlie & Scrad, that the Light is on Earth. She lands on Earth, shortly before seeing a picture of Victoria's Secret Model Lara Flynn Boyle, and transforms into a Victoria's Secret Model. A mugger suddenly grabs her; she devours him and takes his clothes. Serleena meets with Scrad and Charlie, who tell her they haven't found the Light, but they've tracked her to Ben, the owner of Ben's Famous Pizzeria, who may know where she is. Ben tells Serleena that the Light is indeed on Earth, and will leave the planet at midnight the following day, before she kills him. Serleena concludes that the neuralized Agent K is the one who knows where the Light is and takes over MIB headquarters, freeing several high-security prisoners, including a criminal mastermind named Jarra (whom Agent J captured five years prior), and recruiting them as her henchmen.

Serleena meets with Zed, the leader of the MIB, demanding that he bring Agent K, reminding him that if the Light doesn't leave Earth by midnight, it will self-destruct, completely destroying the planet, and that if they hand the Light over to it, it might spare Earth. Zed seemingly complies, but then attacks Serleena, who effortlessly subdues him. A little later, Serleena meets with Jarra and asks him to provide her with a high-speed spaceship.

Personality
Serleena is very cunning and manipulative, as demonstrated when she coerces Zed into calling Agent K back. In the scene where she takes over MIB headquarters, she and Scrad pose as non-hostile aliens, thanks to their completely human appearances. She shows the extent of her cruelty when she kills Lauranna, the princess of the Zarthan, and when she kills Ben in his pizzeria. She shows her pompous and arrogant side when she says, "Silly little planet. I could rule the place with the right set of mammary glands."

Character information
Full name
Serleena
Personality
Murderous, cruel, violent, merciless, perverse, sadistic, cunning, seductive, evil, shrewd, deceitful, censorious, impatient, implacable, pompous, arrogant, confrontational, manipulative, traitorous, hateful, greedy, indifferent, possessive, selfish, contumelious, opprobrium, implacable, selfish, rude, conceited, abusive, repugnant, brutal, powerful, slanderous, disrespectful, unflattering, vituperative, hot-tempered, oppressive, derogatory
Appearance
Small, worm-like plant creature (primary form)
Beautiful-looking woman (mostly)
Huge giant like a snaking plant (final form)
Occupation
Kylothiana Queen
Alignment
Bad
Goal
Acquire the Light of Zartha, and use its power to conquer the planets Earth and Zartha (failed).
Home
Kyloth (home planet)
Allies
Charlie & Scrad, Jarra, Corn Face, Dog-Poop Alien, Pineal Eye, Mosh Tendrils, Ballchinian
Enemies
Agent J, Agent K, Zed, Laura Vasquez, Jeff the Worm, Frank the Pug, The Worm Guys
Likes
Power, devouring her enemies, junk food
He doesn't like it.
Opposition, Scrad's stupidity
Powers and abilities
Superhuman strength, generating "tentacle-fingers"
Destination
Obliterated by Agent J and Agent K

Background information
Feature films
Men in Black II
Depicted by
Lara Flynn Boyle
Inspiration
Madame Medusa
Mrs. Tweedy