BY LARRY CARROLL | Men in Black II reads like a laundry list of everything that could go wrong with a sequel. The film is a scant eighty-one minutes long (not including closing credits), but still somehow manages to feel too long. Reuniting Will Smith (as agent J) and Tommy Lee Jones (Agent K), director Barry Sonnenfeld is content to put them back into their trademark suits, shades and big guns and point the cameras at them, then sit back and watch the money roll in.

The plot ostensibly tells the tale of an alien named Serleena (Lara Flynn Boyle, TV's "The Practice") who has come to earth to find something called the Light of Zartha which will allow her to...let's all say it together...take over the world. Agent K is the only person who knows where this thing is, but since his brain was deneuralized (erased, for the uninitiated) at the end of the first film, he needs to be put into some contraption that brings his memories back. Add to the pot a love interest (Rosario Dawson, Chelsea Walls), the same supporting actors (Rip Torn as Zed, Tony Shalhoub as Jeebs) and aliens (Frank the talking dog, the party-hearty creatures who look like little worms) going nowhere new, and another grating pop song by the Fresh Prince, and you end up with a movie whose billboards are more entertaining than the actual film. You might as well be spending ninety minutes staring into the bright light that the MIBs use to erase people's memories, because after laughing once (maybe twice), you will have completely forgotten the movie by the time you get back to your car in the parking lot.

If a sequel is going to be any good at all, it needs to expand upon the characters we already know and surprise us by putting them in new situations. There is nothing of the sort here; it's the same plot, regurgitated and altered ever so slightly in a manner reminiscent of Ghostbusters II ("Instead of the Stay Puft Marshmallow Man, this time we'll have them fight the Statue of Liberty, because that's really big, too!"). The few things that have been changed are for the worse, like the early sequences in which Smith is an established MIB agent who longs for a partner as good as Agent K. The role, once a hip outsider amazed by the coolness of the job, used to play to Smith's strengths. Now, he has been turned into an arrogant jerk who criticizes the lesser agents and makes them get him coffee. Even when he is reunited with his old partner, J doesn't fall back into the role of subservience and because of that, the dynamic of the father-and-son bickering that made Jones and Smith such a memorable team in the original is missing here.

The vision of Jones, the tough-as-nails veteran actor playing a post office clerk, is pretty funny, but there's really no execution on an idea which should have yielded a cornucopia of comic moments. This isn't the only missed opportunity in the film; the MIBs walk into a family's home at one point to get their big-ass guns and all the family does is sit and stare at them; Serleena takes the form of a lingerie model, but we never see her using that for anything more than if she had manifested herself as a truck driver; an array of scary-looking creatures is dispatched bounty-hunter style to kill the MIBs, but they are eliminated with barely an effort. The worst missed opportunity, however, has to be the end of the film, which will shock the viewer out of his "popcorn movie" rhythm by its briefness and simplicity. You'll find yourself saying, "Is that all?" as the credits begin to roll and the answer, mercifully, is yes.

Although their love story is absurd (based solely on the fact that she can see he's lonely, someone asks J after their first encounter whether he told her he loved her - why would he after a five minute conversation?), Rosario Dawson brings some much-needed light to the movie that freshens things up whenever she manages to get a word in edgewise. Some credit should also be given to Jones, whose bitterness is nothing short of an American treasure. Torn also is funny and twisted but, like in the original film, he is far too underutilized.

The creative team responsible for the aliens should also be commended, as many of the monsters are original and fun to look at, particularly an enormous one in a black robe who later reveals himself as four tiny heads in spaceships. But as much as the aliens deliver, the special effects team misses by a mile. Many of the big money shots look fake and computer generated, particularly in the opening sequence during which a ship goes around destroying planets.

Also disappointing is the performance of Jackass star Johnny Knoxville as Serleena's two-headed sidekick. Is Knoxville supposed to be a comedian? Has anyone determined this yet? Because if he is supposed to be funny, then he really, really sucks at it. Between this and Big Trouble, all we've seen him do is stand around and look goofy, and it's amazing how unfunny the guy is. Maybe he's not supposed to be a comedian, maybe I'm misunderstanding his intent, maybe he's just supposed to just be physically funny looking, like Vincent Schiavelli. But even his faces aren't amusing to watch. His schtick is getting real old, real fast. And he's not helped by Lara Flynn Boyle, whose sole instruction by the director seems to be, "Okay, in this scene, you're a bitch". She makes you hate her, but not in the way that the actress intends.

There is one good joke in this movie - Tommy Lee Jones goes to a bus locker, opens it up, and finds a tiny world of aliens who live inside and think of him as their God. It's a very funny joke - as it was a few years ago when we saw the green aliens do the same schtick in Toy Story, or when Lisa created a similar Godlike situation on The Simpsons in a late-ninties episode. But, even when you pretend that MIBII didn't rip-off its only funny moment from somewhere else, you're still left with the fact that they harp on the gag relentlessly. The joke is diminished because earlier in the film Jones stumbles upon a similar world cultivated in a small globe; similarly, it's rehashed in the final shot of the movie.

The original Men In Black, this film makes you realize, wasn't even that great a movie. It was a cultural zeitgeist created by the perfect timing of an original concept and an up-and-coming superstar named Will Smith. Go back and watch it and you'll be surprised at how badly the material has aged, and how the movie is basically nothing more than a collection of trailer-worthy moments. Men in Black II is a rehash of an empty film, a Xerox of a piece of junk mail, and it shows.

GRADE: D