After a government agency makes first contact with aliens in 1961, alien refugees live in secret on Earth, mostly disguised as humans in the New York metropolitan area. Men in Black is a secret agency that polices these aliens, protects Earth from intergalactic threats and uses memory-erasing neuralyzers to keep alien activity a secret. Men in Black agents have their former identities erased and retired agents are neuralyzed and given new identities. After an operation to arrest an alien criminal near the Mexican border by agents K and D, D decides that he is too old for his job. K neuralyzes him and begins looking for a new partner.
New York Police Department officer James Darrell Edwards III pursues a supernaturally fast and agile suspect into the Solomon R. Guggenheim Museum. Men in Black agent K interviews James about his encounter, then neuralyzes him and leaves him a business card with an address. Edwards goes to the address and undergoes a series of tests, for which he finds unusual solutions. While the other candidates are neuralyzed, K offers Edwards a position with the Men in Black. Edwards accepts and his identity is erased, becoming Agent J, the newest Men in Black recruit.
In upstate New York, an alien illegally crash-lands on Earth and kills a farmer named Edgar to use his skin as a disguise. The alien goes into a New York restaurant and kills two aliens disguised as humans. He takes from them a container, searching for something, but finds only diamonds inside. After learning about the incident in a tabloid magazine, K investigates the crash landing and concludes that Edgar's skin was taken by a "bug", a species of aggressive cockroach-like aliens. He and J head to a morgue to examine the bodies the bug killed. Inside one body they discover a dying Arquillian alien, who says that "to prevent war, the galaxy is on Orion's belt". The alien, who used the name Rosenberg, was a member of the Arquillian royal family; K fears his death may spark war.
Men in Black informant Frank the Pug, an alien disguised as a pug, explains that the missing galaxy is a massive energy source housed in a small jewel. J deduces that the galaxy is hanging on the collar of Rosenberg's cat Orion, which refuses to leave the body at the morgue. J and K arrive just as the bug takes the galaxy and kidnaps the coroner, Laurel Weaver. An Arquillian battleship fires a warning shot in the Arctic and delivers an ultimatum to Men in Black: return the galaxy within a "galactic standard week", or an hour of Earth time, or they will destroy Earth.
The bug arrives at the observation towers of the 1964-1965 New York World's Fair New York State Pavilion at Flushing Meadows, which disguise two flying saucers, where Laurel escapes its clutches. It escapes on one saucer, but K and J shoot it down and the ship crashes into the Unisphere. The bug sheds Edgar's skin and swallows J and K's guns. K provokes it until he too is swallowed. The bug tries to escape on the other ship, but J slows it down by taunting it and crushing cockroaches, angering it. K blows the bug apart from the inside, having found his gun inside its stomach. J and K recover the galaxy and are about to be attacked by the bug again but Laurel shoots it with J's gun.
At Men in Black headquarters, K tells J that he has not been training him as a partner but a replacement. K bids J farewell before he neuralyzes him at his request; K returns to his civilian life and Laurel becomes J's new partner, L.
Five years after the retirement of Agent K (Jones) from Men in Black, the secret New York City-based agency that monitors and regulates extraterrestrial life residing on Earth, Agent J (Will Smith)—K's former partner and hand-picked replacement—is called to investigate the murder of an alien, Ben (Jack Kehler), at his pizzeria. The waitress, Laura Vasquez (Rosario Dawson), tells him that the murderers were Serleena (Lara Flynn Boyle), a shapeshifting plant-like Kylothian who has taken the form of a lingerie model, and her two-headed servant Scrad (Johnny Knoxville). Laura says they were looking for something called the Light of Zartha. J is strongly attracted to Laura, and in violation of MiB rules, does not neuralyze her to erase her memories.
J finds that little is known about the Light of Zartha, except that it is immensely powerful. As he investigates the crime, every lead points to his mentor, Agent K—who was neuralyzed when he retired, and remembers nothing of his MiB service. In Truro, Massachusetts, where K is now the town's postmaster, J convinces him by proving that all of his fellow postal workers are aliens. Back in New York City, Serleena and Scrad launch an attack on MiB headquarters before K's neuralyzation can be reversed; fortunately, Jack Jeebs (Tony Shalhoub) has an illegal deneuralyzer in his basement. K regains his memories, but remembers that years before, he neuralyzed himself specifically to erase what he knew of the Light of Zartha, and those memories have not returned. As a precaution, he left himself a series of clues.
At the pizzeria, they find a locker key. J hides Laura, who fears for her safety, with worm aliens (from the first film). The key opens a locker in Grand Central Station where a society of tiny aliens, who worship K as their deity, guard their most sacred relics: K's wristwatch and video store membership card. At the video store, as J and K watch a fictionalized story of the Light of Zartha, K remembers the Zarthan Queen Laurana long ago entrusted Men in Black with safeguarding the Light from her nemesis, Serleena, who followed Laurana to Earth and killed her. After hiding the Light, K neuralyzed himself to ensure that he would never reveal its hiding place. K still cannot remember where he hid it, nor what the Light actually looks like; he does remember that it must return to Zartha soon, or both Earth and Zartha will be destroyed.
At the worms' apartment, they find that Laura has been kidnapped by Serleena, who believes that Laura's bracelet is the Light. J, K, and the worms counterattack Men in Black headquarters, freeing Laura and the other agents. Serleena attempts to retaliate by chasing them with a spaceship through New York but is eaten by Jeff, a gigantic worm alien living in the New York City Subway.
Laura's bracelet leads J and K to the roof of a skyscraper where a ship stands ready to transport the Light back to Zartha. At last, they realize why it rains whenever Laura is sad: she is the daughter of Laurana, and is herself the Light. K convinces J and Laura that she must go to Zartha, to save both her planet and Earth from destruction. Serleena, who has assimilated Jeff and taken his form, attempts to snatch the ship carrying Laura as it lifts off, but J and K blast her out of the sky. Since all of New York City has just witnessed this battle in the skies over the metropolis, K activates a giant neuralyzer in the torch of the Statue of Liberty.
Back at headquarters, K and Men in Black Chief Zed (Rip Torn), hoping to cheer up a heartbroken J, have relocated the tiny locker-dwelling aliens who worship him to his Men in Black locker. When J suggests showing the miniature creatures that their universe is bigger than a locker, K shows J that the human universe is itself a locker within an immense alien train station.
In 2009, an alien criminal named Boris the Animal, a Boglodite, escapes from a maximum-security prison on the Moon and arrives on Earth, bent on taking revenge on Agent K, who shot off his left arm and captured him in 1969. He confronts K, who is with his partner Agent J, telling him he is "already dead". J then discovers that K was responsible not only for capturing Boris, but for deploying the "ArcNet", a shield that prevented the Boglodites from conquering Earth and caused their extinction.
Boris travels back in time to kill the young Agent K. With history altered so that K is long-dead, J finds that only his memory has been unaffected, and no one from the Agency understands his obsession with K until Agent O, the new Chief, deduces that there has been a fracture in the space-time continuum. With K out of the picture, the ArcNet was never deployed, and there is nothing to protect the present-day Earth from the Boglodite invasion, so J must travel back in time to stop Boris and save K.
Back in 1969, J goes to Coney Island, knowing from the Agency's records that in 1969, Boris will commit a murder there. He finds Boris, but is discovered and arrested by 1969 K, who prepares to neuralyze him, but decides at the last minute to investigate J's claims that he has travelled from the future to protect him. K and J follow clues, leading them to a bowling alley, and then to The Factory, where they come across an alien named Griffin, who is in possession of the ArcNet. Griffin, who can see all possible future timelines and outcomes, senses Boris is coming and escapes, but not before promising to give them the ArcNet the next time they meet. Boris later captures Griffin. J and K pursue and rescue Griffin, acquiring the ArcNet. 1969 Boris escapes and 2009 Boris arrives, and they team up.
Upon learning that they must go to Cape Canaveral, Florida and attach the ArcNet to the Apollo 11 rocket so it can be deployed in space, J reveals the real purpose of his mission to K, who initially takes the news badly. The three fly there using jetpacks, but are stopped by the military. Griffin shows a skeptical colonel the future, convincing him of the importance of their mission, and the officer assists them in reaching the launch site. As the agents climb up the rocket's launch tower, they are attacked by both 1969 Boris and 2009 Boris. Using his time-travel device, J evades an attack by 2009 Boris and knocks him off one of the launch tower bridges. K shoots off 1969 Boris's left arm (which restores the timeline), knocking him off the tower as well. The ArcNet is attached and deploys successfully when the rocket launches, with 2009 Boris being incinerated by the rocket's exhaust. 1969 Boris attacks K on a beach, but the colonel saves K by taking the hit himself instead. K kills Boris (which 2009 K had regretted not doing) instead of arresting him as he originally did. The colonel's young son arrives and inquires about his father, but rather than tell him the truth, K neuralyzes him and tells him only that his father is a hero. Observing from afar, J realizes that the young boy is himself, the colonel was his father, that K has actually been watching over him all his life, and was there when the timeline changed, thus explaining why he was the only one who remembered K in the alternate 2009.
His mission complete, J returns to 2009, where he finds a more cheerful K, and thanks him for being his surrogate father. Meanwhile, Griffin observes the moment and is briefly terrified when K almost forgets to tip a waitress, which he knows only occurs in timelines where an asteroid is on a collision course with Earth. However, K remembers and leaves a tip and the asteroid hits a satellite and is destroyed. Turning to the audience, Griffin smiles and remarks, "that was a close one."
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