Lilly is the secondary antagonist of Men in Black III. She is Boris the Animal's alien girlfriend.
Lilly is portrayed by American singer Nicole Scherzinger.
She appeared at the beginning of the film carrying a cake in Lunar Max Prison. After getting through the security checkpoints, they brought her to Boris' cell where they french kissed for a few seconds to the disgust of the guards. But then Boris' plan went into action as he was quickly able to escape and kill the guards with Lilly close behind, and she got him armed with a large blaster stolen from the armory. They both reached a room full of guards, but Boris took the blaster and shot a hole in the roof with caused them all be sucked into space, but Lilly was caught in the suction and held on to Boris who grabbed her with his one arm. But he began to let go and told her that he worked alone and released, but she managed to say 'I'll wait for you' before she was sucked into the vacuum of space.
This may have altered after the young Agent K killed the past Boris, Lilly's death did not exist.