After first contact in 1961, aliens have been living on Earth disguised as humans. Men in Black is the secret agency that polices them. Their memory-erasing neuralizers allow them to keep such activities secret. The Men in Black agents have their memories erased when they join and when they leave. After an operation to arrest a fugitive alien near the Mexican border, agent D (Richard Hamilton) decides he’s too old for this shit and he is neuralized so he can retire.

An undercover NYPD cop, James Darrell Edwards II (Will Smith) pursues an amazingly fast and agile perp into the Guggenheim Museum. Agent K (Tommy Lee Jones) is impressed. He neuralizes Edwards but gives him a card. Edwards turns up and is given a series of tests, which he passes in unorthodox ways. The other candidates, military types, are neuralized and sent home, but K offers Edwards a job. He takes it, is neuralized once again, and becomes Agent J.

An alien illegally crash-lands in upstate New York, kills a farmer named Edgar (Vincent D’Onofrio), and takes over his body. He is searching for something called the Galaxy and tracks down two aliens but kills them when he finds out all they have is diamonds. K investigates and determines that Edgar’s skin was taken by a Bug, an aggressive giant cockroach. K and J go to the morgue to see the bodies. Inside one called Rosenberg is a tiny Arquillian pilot who mentions Orion’s Belt and dies. The victim was a member of the Arquillian Royal Family, and the repercussions could be disastrous.

MIB informer Frank, a Pug Dog, explains that the Galaxy is an actual galaxy reduced to the size of a jewel. J figures out that it is on the collar of Rosenberg’s cat, Orion, who is still hanging around the body. By the time J and K arrive, the bug has already taken the Galaxy and kidnapped the coroner, Laurel Weaver (Linda Fiorentino). An Arquillian battleship in orbit delivers an ultimatum: Return the Galaxy in an hour or they will destroy Earth.

The Bug arrives at the observation towers of the 1964 New York World’s Fair, which are flying saucers in disguise. Laurel escapes. The Bug activates a saucer and tries to take off, but K and J shoot it down. The Bug sheds his human skin and swallows K and his guns. J stalls the takeoff by stomping on cockroaches, which enrages the Bug. K blows the Bug apart from the inside, J and K recover the Galaxy, but the Bug’s upper half attacks them. Laura kills it with J’s gun. At MIB, K tells J he has not been training him as a partner but as a replacement. J neutralizes K and takes Laurel as a partner.

The film is loosely based on the comic book written by Lowell Cunningham and Sandy Carruthers. Producers Walter Parkes and Laurie MacDonald hired Ed Solomon to write the script. Barry Sonnenfeld directed. It was set in New York because they thought New Yorkers would take weird aliens in stride. Rick Baker created most of the aliens, and said it was a challenge trying to please Sonnenfeld and Executive Producer Steven Spielberg at the same time. Danny Elfman did the strange music and got an Oscar nomination for it. There was a Marvel Comic and video games. Ray-Ban Sunglasses provided a lot of income. The movie was a great hit, but—who’d have thought?—made no profit. Critics pretty much raved.

Vincent D’Onofrio studied insect documentaries, put on knee-braces and taped up his ankles to get the distinctive walk of a giant cockroach squeezed into a human body. His makeup took six hours. A rogues gallery of disguised aliens on Earth contained pictures of Al Roker, Isaac Mizrahi, Danny DeVito, Sly Stallone, Dionne Warwick, Newt Gingrich, George Lucas, and Steven Spielberg. Also: director Barry Sonnenfeld and his daughter. In one scene, a ball smashes things as it bounces insanely around MIB headquarters and is described as a joke from the Great Attractor. This is a real gravitational anomaly that affects the motion of every galaxy within hundreds of millions of light-years. The website BadAstronomy, which usually rakes SF movies over the coals for getting it all wrong, highly praised Men in Black despite it’s being a crazy spoof.