In the opening scene a woman wearing a Sci-Fi Outfit is showing a lot of Cleavage

When the main Antagonist is Introduced she is in her Bra and Panties.

An attempted rapist drags the main antagonist into the bushes with the intent on sexually assaulting her. Nothing is shown but it is implied.

A female character unzips her shirt and flashes a male MIB agent.

The Grand Central Station locker creatures have a "large adult entertainment section". When Jay sees it, he comments, "That's just nasty."

A man asks what "Anal probing" is as it is a subject many aliens are interested in.

A dog's penis is seen

When an alien character is shown working at the post office, several photos of women ranging from swim suits to topless backs are seen sideways in the background (portrayed as a typical "man cave" at work). I didn't notice it the first times I watched this movie.

While she has one of the male characters at her mercy, the main villainess seductively calls him a "silly little man" before slowly licking the side of his face and sticking her tongue in his ear.

The lacy black lingerie the main villainess is introduced wearing is fairly skimpy and when seen from the back, a portion of her butt cheeks are showing.

Human and alien characters make sexual comments and jokes throughout the film.

A character is depicted with testicles hanging from chin.

Aliens visit adult movie store.

A man briefly describes his sexual encounters.

When Kay regains his memories, he and Jay go to the pizzeria, where Laura, hiding and prepared to defend herself from intruders, accidentally smacks Jay in the nose with a pizza tray. However, Jay's nose doesn't bleed, and it doesn't take long for him to recover.

Humans and aliens fight (often with guns) throughout the movie. Several aliens die.

A man grabs a woman from behind, holds a knife to her throat and drags her behind a bush; we then hear gobbling and crunching and the woman emerges from behind the bush with a distended tummy (the woman, who is actually an alien, has apparently eaten the man who attacked her).

Snake-like tendrils slither out of a woman's fingertips in several scenes: Once the tendrils poke into a man/alien's ears and come out his nose and mouth, once she uses them like a whip and slices the "skin" off a man/alien (we see the skin lying on the ground and it looks like a pile of rubber), once she wraps a man in a bundle of tendrils and holds him upside down in the air.

An enormous alien worm crashes through a skylight and another alien emerges from inside the worm, grabs a man and wraps him up in its tendrils (the man bites on the tendrils and another man shoots at them).

We see a ransacked room full of aliens that are torn in half and moaning (they are able, however, to put themselves back together again).

An enormous alien worm with numerous mouths and lots of teeth eats part of a subway train; the people riding the train run and scream in panic.

A man/alien is shot in the head a few times, he spurts green goo and then grows a new head.

A woman/alien wraps many people within her tendrils.

A man picks up a shovel and calls for his mother (it is suggested that he is going to use the shovel to harm her).

A dog is tied up and gagged.

Several planets explode after they are hit by a beam shot from a passing spaceship.

3 uses of crap 2 uses of bitch by frank the pug

There is far less swearing than in the original film. Only about three uses of "Crap", a use of "Hell" and "Ass" and two uses of "Bitch".

3 scatological terms, 9 anatomical terms,

Name calling (Bitch.)

Aliens are shown smoking cigarettes and drinking alcohol.

During the opening credits, Serleena (as a tiny serpent-like creature) sees a Victoria's Secret model in a NY magazine and begins to transform into the model by opening up her head and hundreds of tendrills and tentacles come out of the head (All tendrills and tentacles screech as they come out.) The screeching of the tendrills and tentacles accompanied by the suspenseful music that plays during the transformation can be quite intense.

A creature suddenly bites through the end of the subway car with its huge, sharp teeth-filled mouth and then chomps his way toward Agent J and others on board.

A man ambushes a woman who is clad only in a bra and panties and drags her behind a bush. We then hear some noises and the man's screams of terror and even see his feet fly up in the air as the woman devours him alive, presumably killing him in the process.

Some of the content in this movie could scare people.