Kylothian

**Kylothians** are a race of plant-like organisms from the planet Jorn located in the Kyloth system. Only one Kylothian has been seen to date: Serleena, an operative of the Kylothian military. Serleena served as the the primary antagonist of *Men in Black II*, and came to Earth looking for the Light of Zartha to conquer or destroy Zartha and the Zarthans

## History

It was said that the Kylothians and the Zarthans had been at war for over fifty years but it is unknown if the war resulted in victory or defeat for either side. When Serleena came to Earth, she appeared as a small Kylothian worm. When a dog appeared, it started to bark at the worm, and then worm scared it by showing its several mouths. Serleena knew she couldn't travel through New York in the form of a worm, so she started to crawl through the park, thinking of whom she could transform into. But luckily, as the serpent slithered across the ground, she came across a magazine. Wind blows the pages open to an ad for Victoria's Secret, the female model Lara Flynn Boyle, who wears black lingerie. The head of the serpent opens wide and then hundreds of serpents come out, forming a full copy of Lara, allowing the Kylothian Queen to take on her form. It was used as a disguise throughout the rest of the story up until the end, where her facade is found out and she is forced to show her true form.

## Psychological Characteristics

Not much is known about Kylothians culturally or psychologically, as only one has since ever made an appearance. Serleena, even in her diminutive form, hissed in defense when a dog barked at her and this proved commanding enough to frighten it off. Whether this is applicable to all Kylothians or not is unknown, but Serleena displayed a ravenous appetite and was seen numerous times eating - either human food or humans themselves.

## Physiology

Due to the shapeshifting abilities of Kylothians, their precise description is difficult to pinpoint. Serleena, the only observed Kylothian, first appeared in the film as a basal creature — labeled by the filmmakers as the ‘neural root’ — an eel-like or worm-like being with a bulbous head based on an artichoke. In their native forms, Kylothians appear to be somewhat slimy and wet. Agent K described Kylothians as "slimy" and being invertebrates. The neural root can flare out and evert innumerable tentacles to ensnare others or change form. Serleena even demonstrated that she can harmlessly detach her generated neural roots from her fundamental being to act like unconnected snakes, as seen when she enveloped most of MIB's agents in her neural roots and then detached them from her human form to contain the agents. In the film’s finale, Serleena took a scaled-up version of her primitive form; essentially, this was her original form at the beginning of the film, albeit at a much larger size and more worm-like. In a last attempt at getting the Light of Zartha, the defeated Serleena worm vomited a swarm of tentacles - although they originated from her damaged, fundamental form, she seemed to have transferred her consciousness to this mass of neural roots, given its face-like outline.

## Powers and Abilities

* **Shapeshifting:** Kylothians' neural roots can evert innumerable tentacles to change shape. As Serleena's tendrils multiplied, the primary neural root transformed into a Victoria's Secret model in black lace lingerie — it appears Serleena's neural roots grew and wrapped around themselves, taking the shape of a woman. It looked as though there was a clear shell of a woman, and this root was growing inside that shell. Eventually, the roots got so tight it started looking like skin as well as shaping into her human form's other aesthetics (i.e., lipstick, beauty mark, hair, polished nails, lingerie and high-heeled shoes). At the beginning of Serleena's transformation, when the neural roots first started coming out, they were various thicknesses; but by the time they begin weaving into her face, they had become so small, thin and uniform they were like a pot of angel-hair pasta. It is also worth noting that after Serleena was blasted by Agent J she was not only able to quickly reform herself, but this also included replicating her clothing and jewelry.
	+ **Tentacle Extension:** For most of the film, ever-multiplying tentacles emerge/regress from Serleena’s fingers, which she uses to either ensnare her victim or as a whip. Serleena also showed that she could amputate her extended neural roots without apparent harm to herself, such as when she ensnared the members of MIB in what Frank described as a giant "Chia Pet."
	+ **Vocal Replication:** Kylothians can mimic other's voices, as Serleena did with Frank's.
	+ **Prehensile Tongue:** Kylothians, at least in human form, can make their tongue grow longer, as seen with Serleena.
	+ **Regeneration:** Kylothians's shapeshifting allows them to rapidly regenerate from damage sustained on their bodies, even if only a small remnant of themselves remains. Agent J blasted Serleena to bits with an old MIB shotgun (a gift to Zed from Chuck Heston), yet a few minutes later she reappeared in her human guise, completely regenerated.
* **Contortive Ingestion:** Kylothians can swallow very large objects and digest them in seconds, as seen when Serleena, in her human guise, swallowed a mugger known as Creepy whole. She also proved capable of intentionally regurgitating his remains, after seeing eating him ruined her shapely human figure.

* **Superhuman Strength:** Kylothians evidently have some degree of superhuman strength, seeing as how Serleena, while in her human form no less, was able to casually overpower an adult male on several occasions - on three accounts her victims were ordinary human men, and the other was a Zarthan.
* **Superhuman Durability:** Kylothians are obviously very durable, probably stemming from their shapeshifting/regenerative capabilities. In her human disguise, Serleena seemed unfazed by Zed's assault and quickly incapacitated him. She also survived being eaten by Jeff, a gigantic worm alien living in the New York City Subway and absorbed him instead of the other way around.