Much like his score for the first film, Danny Elfman's score for Men in Black II mixes the composer's innately twisted melodies and arrangements with allusions to classic spy themes and urban music (as a nod to the film's star, Will Smith). This time around, Elfman's compositions aren't quite as outlandish, serving more as a backdrop to the film's action than a musical commentary on it. Nevertheless, Lalo Schifrin-inspired pieces like "Headquarters," "Hunting for K," "Sleuthing," and "The Chase" convey the story's tension with quirky flair. A strong exotica influence also runs through the score, particularly on "Worm Lounge 1" and "Customs," a femme fatale theme for the evil Serleena that recalls "Martian Lounge," aka the Martian Spy Girl's theme from Mars Attacks! Since Men in Black II is also a love story, the score also features plenty of weirdly pretty, romantic pieces, such as the eerie flute and strings-driven "Heart Thump" and the majestic, bittersweet "The Light." While this is relatively mainstream work from Elfman, some weird twists and turns at the end make it slightly less straightforward than his Spider-Man score: "Titles Revisited," perhaps the score's most Elfman-esque composition, gives the film's title music a strange electronic makeover by setting it to a dance beat and inserting odd vocal and instrumental snippets, and "Worm Lounge 2" sounds like it's straight from an underground cabaret. Fans of the film will also be pleased to hear Frank Black's inimitable cover of "I Will Survive" and Smith's "Black Suits Comin' (Nod Ya Head)"; though it's definitely catchy, it's just not as much fun as the original film's "Men in Black." Fortunately, though, the rest of Men in Black II is just as enjoyable as the score to Men in Black.