Silly me. "Men in Black II" is just a typical sequel, uneven as hell and only about a third as entertaining as the original. The film has its moments, to be sure, but to best enjoy it you will need to lower your expectations. A lot. No, more than that.

"MiB" ended with Agent Jay (Will Smith) using his neuralizer to erase the memories of his partner, Agent Kay (Tommy Lee Jones), allowing the tortured soul to rejoin the woman of his dreams and live a simple, happy life in a tiny Massachusetts town, blissfully unaware of any extraterrestrial activities.

The sequel opens with Jay hitting the mean streets of NYC with Agent Tee (the always-wonderful Patrick Warburton), having neuralized several partners he deemed unacceptable (the absence of Linda Fiorentino, Jay's new teammate at the end of the original, is explained with a throwaway line). Tee's time in the service will be brief; his hotheaded behavior triggers a major tantrum from a giant alien slug living near a subway line.

But the real threat comes with the arrival of Serleena (Lara Flynn Boyle), a shape-shifting sorta plant thingy that takes the form of a woman from a Victoria's Secret ad. Veteran makeup artist Rick Baker created the aliens for the film, but nothing he cooked up comes even close to being as scary as Boyle simply standing in her underwear, the hardened features on her face glaring above her emaciated frame. Yikes! Does anybody actually consider that grim face and skeletal body sexy? NOTE: Another celebrity with a frightening face pops up later in the movie, but I won't ruin the joke by revealing the identity here.

After a quick funny-gross binge and purge by Serleena, we learn that she intends to locate an item that will give her the power to rule and/or destroy worlds at her whim. To that end, she slaughters an alien pizza parlor owner and secures the assistance of a two-headed nitwit (Johnny Knoxville).

Enter Jay, with motor-mouthed talking dog Frank (voiced by Tim Blaney) in tow. Feeling the loneliness of being a man without a name, Jay interviews murder witness Laura Vasquez (Rosario Dawson), but fails to neuralize her afterwards. During a subsequent briefing with MiB head honcho Zed (Rip Torn), Jay learns that crucial information about the case lies in the excised memories of Kay.

So the former NYC cop takes off to reunite with the craggy-faced Kay, restore his neuralized mind and save the world from Serleena.

Will Smith is a gifted performer, but the film doesn't really begin until he and Tommy Lee Jones become a team again. Once the brash kid hooks back up with his deadpan partner, the film recaptures at least a fraction of the magic of the original. We get two terrific gags concerning tiny civilizations and a tart racial joke involving an autopilot, but alas, the script soon sinks back into sequel-standard, employing the "if it worked once in the original, beat it to death now" mindset. As a result, pawnshop owner Tony Shalhoub, ex-mortician clerk David Cross and the worm guys make extended redundant appearances.

Clocking in at just over 80 minutes (minus the closing credits), "Men in Black II" feels about as necessary as "Ghostbusters II." Aside from the aforementioned sequences, expect much less wit, and far more busyness. Who knows, perhaps if you lower your expectations enough, you will be able to savor the occasional moments of inspiration in this pedestrian throwaway.