The Kylothians is a race of strange annelid-like aliens from the planet Kyloth. They appear to be entirely made of small tentacles, which are wrapped around each other. Only one Kylothian is known, Serleena, who is the Queen. She comes to Earth looking for the Light of Zartha to rule or destroy Zartha and the Zarthans.
It was said that the Kylothians and the Zarthans have been at war for over fifty years but it was unknown if the war resulted in victory or defeat to either side. But when Serleena came to Earth, she appeared as small Kylothian worm. Then a dog appeared and started to bark at worm, and then worm scared it by showing several mouths out of it. Serleena knew she couldn't travel through New York in the form of a worm, so she started to crawl though park, thinking of who does she need to transform. But for her luckiness, the serpent slithers across the ground, coming 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 serpent opens wide and then hundreds of serpents come out, screeching and shrieking, forming a full-sized replica of the model from the magazine. They appeared several times later, but they were used as weapon of Serleena against her enemies. In the end, they all died together with her queen.
Kylothians are extremely small, roughly the size of an earthworm, and as long as one. They are aggressive and can shapeshift to any form and size using their vine-like tentacles. To match this, their ships are the size of a tin can. Despite their size, they are extremely aggressive, being able to scare away a dog over 200 times its size. If threatened, they are capable of eating beings whole when in their larger disguises.
- Kylothians have some form of a rivalry with the Zarthans, similar to the Bugs and the Arquilians rivalry.