One would be hard pressed to name two actors less likely to hang out together than Will Smith and Tommy Lee Jones.

Aside from the obvious factors like age and race that separate them, Smith is pure streetwise Philly while Jones is down-home Texas. Smith is all humor and bravado; Jones is sarcastic and expressionless. It’s the class clown-turned-athlete compared to the seen-it-all drill sergeant.

At the core of the “Men in Black” movies lies the relationship between Smith and Jones. This “opposites forced to work together” formula is often a staple of buddy movies, and it has been particularly beneficial for this fantasy franchise. It’s a good thing their black-suited characters do share one trait: the sense of duty about protecting the planet from hostile aliens.

In this follow-up set (and shot) five years after the events of the original, Agent Jay (Smith) is now the shrewd veteran of the clandestine agency that polices extra-terrestrial activity. His former partner Agent Kay (Jones) has been “neuralized” and currently supervises a rural post office, lacking any memory of his past career.

When an evil Medusa-like alien named Serleena (Lara Flynn Boyle) arrives to reclaim a “light” that can help her destroy a rival planet, it becomes apparent that Agent Kay is the only person who knows its whereabouts. Jay must coach Kay out of retirement and together use all the otherworldly powers at their disposal in a frantic race to stop Serleena.

The film’s whole exposition is delivered via an intro segment from the faux TV show “Mysteries in History.” Narrator Peter Graves recounts the reputed tale of Serleena while a no-budget re-enactment plays, complete with spaceships lowered by wires and monster suits that don’t quite disguise the actors inside.

But as clever an idea as this is for establishing the plot, the opening is overdone by director Barry Sonnenfeld (the first “Men in Black” and Smith’s tepid “Wild Wild West”). There’s a hipper-than-thou aspect to this overtly cheesy piece, like Sonnenfeld doesn’t quite trust the audience enough with subtle humor and must hammer home the punchline.

“Look how BAD the sets and special effects are,” he seems to be saying. “Now look how cool my REAL movie is.”

	ReviewRating: 1/2(PG-13)action violence, provocative humor1 hour, 38 minutesSouthwind Twelve, 3433 Iowa

Yes, “Men in Black II” is state-of-the-art terrific. The creature design is inventive. The appealing cast appears to be having a fine time. The story (by “Galaxy Quest” screenwriter Robert Gordon) is even pretty sound. But there is an element absent from the sequel.

The original was so fresh and eccentric that it ranked as one of the most entertaining blockbusters of the ’90s. The latest faithfully recycles the successful aspects of its predecessor. But by doing so, there’s little sense of taking the characters anywhere new. There isn’t any expansion to the adventure, just another variation on a megalomaniac alien trying to conquer Manhattan with the MIB guys in pursuit.

All this would be more excusable if the movie really delivered on the promise of some of its earlier scenes, such as a bizarre trip into a Grand Central Station storage locker. The eventual conclusion lacks any palpable punch, resolving so hastily one assumes it’s a false climax (a la “Minority Report”).

Perhaps it’s because the picture’s ending initially took place at the World Trade Center, where the towers supposedly opened up and launched a contingent of spaceships. This was hastily reshot to take place at the Chrysler Building. Yet more than just the locale seems to have changed in the process.

Luckily, there are enough quirky lines of dialogue and visual gags to keep one occupied during the film’s brief running time. A talking pug named Frank works as Jay’s partner for a while, which leads to the only amusing use left for the novelty song “Who Let the Dogs Out.”

Comedian David Cross (who played a different role as a doomed morgue attendant in the first film) has an unforgettable scene as a conspiracy theorist who holds a puzzle to the whereabouts of the “light.” Doing a variation of the sci-fi nerd who still lives in his mom’s house, Cross delivers a likely improvised routine about snack food that is bust-a-gut hilarious.

If “Men in Black III” is ever attempted, it’s time to make Cross a full partner along with Smith and Jones. He’s certainly funnier than a talking dog.