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AUSTIN POWERS: INTERNATIONAL MAN OF MYSTERY

                                 	   BY
                       		 Mike Myers
              	FINAL DRAFT - 5/24/96 

PINK REVISION - 5/17/96 BLUE REVISION - 7/12/96 YELLOW REVISION - 7/17/96

              EXT.  LAS VEGAS (STOCK FOTTAGE) - NIGHT
              GRAPHIC:  1967 - SOMEWHERE IN NEVADA
              It is set against the obvious skyline of Las Vegas.
              INT.  DR. EVIL'S PRIVATE QUARTERS - DAY
              The lair is 1960's high-tech.  We see a huge oversized 
              conference table with six scary-looking EVIL ASSOCIATES, 
              including a Latin American REVOLUTIONARY in a field jacket 
              and turtleneck, TWIN NORDIC DOCTORS, and a METER MAID.
              ANGLE ON:  A RING WITH DR. EVIL'S INSIGNIA ON IT.  THE RINGED 
              HAND IS STROKING A WHITE FLUFFY
              CAT.
                                    DR. EVIL
                             (face always unseen)
                        Gentlemen, are we all here?  Good.  
                        As you know, my plot to high-jack 
                        nuclear weapons and hold the world 
                        hostage has failed.  Again.  This 
                        organization will not tolerate 
                        failure.
              He presses a button.  The Revolutionary, the twin Nordic 
              doctors, and the meter maid's chairs tip
              back and fall into a pit.  Their chairs return empty and 
              smoking.
                                    DR. EVIL
                        Mustafa...
              ANGLE ON:  MUSTAFA, an Arab with a red Fez.
                                    DR. EVIL
                        Frau Farbissina...
              ANGLE ON FRAU FARBISSINA in a severe Salvation Army uniform.
                                    DR. EVIL
                        I spared your lives because I need 
                        you to help me rid the world of the 
                        only man who can stop me now.  We 
                        must go to London.  I've set a trap 
                        for Austin Powers!
              EXT.  CARNABY STREET - DAY
              MUSIC:  Soul Bossanova by QUINCY JONES.
              We start on a pair of BEATLE BOOTS and peg-top crushed velvet 
              pants walking down the street in rhythm, à la Saturday Night 
              Fever.
              We pan up to reveal AUSTIN POWERS, International Man of 
              Mystery.  He's a swinger, with
              medium-length Mod hair and sideburns and he wears National 
              Health Services glasses.
              Austin walks along Carnaby Street taking photographs.  It is 
              that perpetual bright sunny day you see in Sixties movies.
              Austin, bursting with life, gives a two-handed handshake to 
              a MOD FREAK, who's just gotten off a red double-decker bus.
              Austin salutes a strolling BOBBY, then comes across TWO 
              BEAUTIFUL MOD GIRLS who are excited to see him.  They all 
              start to twist to the music, including the Bobby.
              FREEZE FRAME - TECHNICOLOR BLUE TINT - TITLE CARD
              (PRODUCTION NOTE:  ALL TITLE CARDS WILL BE DONE IN TECHNICOLOR 
              FREEZE FRAMES À LA SWEET CHARITY.)
              In the middle of the street, THREE MODELS wait impatiently 
              to be photographed in a makeshift photo shoot area.
              One wears a short-skirted Stewardess outfit.  One wears a 
              metallic silver pantsuit with matching cowl.  The other wears 
              a see-through Mary Quant dress.
                                    AUSTIN
                             (taking photos)
                        Alright, luv!  Love it!  Turn...pout 
                        for me baby.  Smashing!
              We see that AUSTIN HAS VERY BAD ENGLISH TEETH.  The model in 
              the stewardess outfit foes on all fours.
                                    AUSTIN
                        Crazy baby.  Give me some shoulder.  
                        Yes!  Yes!  Yes!
                             (beat)
                        No.  No.
              Show me love.  Yes!  And...done.  Here you go, luv.  I'm 
              spent.
              Austin throws the camera in the air behind him.  An ASSISTANT 
              scrambles and catches it before it hits the ground.
                                    AUSTIN
                        Get these off to Fab Magazine right 
                        away.
                                    SUPERMODEL 1
                        Austin, you've really outdone yourself 
                        this time.
                                    AUSTIN
                        Thanks, baby.
                                    SUPERMODEL 2
                             (suggestively)
                        We could have another photo session 
                        back at my flat.
                                    AUSTIN
                             (coyly)
                        Oh, behave!
                                    SUPERMODEL 3
                        Austin, I love you!
                                    AUSTIN
                        So many women, so little time.
              A gaggle of MOD GIRLS come towards the shoot site.  They 
              recognize Austin and SCREAM hysterically.
                                    MOD GIRL 1
                        It's Austin Powers!
              Austin runs away.  The mob chases after him a la Hard Day's 
              Night.
              EXT.  CARNABY STREET
              Two BAD GUYS attack Austin.  He JUDO CHOPS them.
                                    AUSTIN
                        Judo chop!  Judo chop!
              The mob of girls catches up to Austin and he runs away.
              EXT.  PHONE BOOTH
              Austin's in a phone booth with his back turned.  The mob 
              runs by.  He steps out, disguised only by a beard.
              EXT.  GUARD STATION - LONDON - DAY
              Austin is jiving down the street and comes across a stoned-
              face red-coated BUCKINGHAM PALAM GUARD standing at attention 
              just outside his guard box.
              Austin mugs for the guard, trying to get him to crack up, 
              but to no avail.  Finally, he pulls a big sixties FLOWER 
              from behind the guard's head and presents it to him.  They 
              both crack up.
              EXT.  PHOTO BOOTH
              The girls run by a Sixties-era photo booth with somebody 
              inside.  Austin steps out.
              ANGLE ON THE FILM STRIP
              Panels 1-3 show Austin with various exotic MODELS.  The fourth 
              panel shows Austin with the QUEEN.
              EXT.  CARNABY STREET
              Austin spots a VERY PREGNANT HIPPY GIRL with a placard that 
              says "PROTEST!" in a funky font.
                                    AUSTIN
                        You might want to protest a bit louder 
                        next time, luv.
              The both laugh.
              2L  FULL SCREEN INSERT - AUSTIN'S PASSPORT
              The passport opens.  We see Austin's dour photo.  Then he 
              gives an insane grin, showing his bad teeth.  The page flips 
              and we see visa stamps from all the exotic places he's been.
              EXT.  CARNABY STREET - DAY
              Austin flips a coin into a BLIND MAN's cup.  The blind man, 
              obviously sighted, moves the cup to catch the coin.  Austin 
              wags his finger in a "oh, you" fashion, and then proceeds to 
              knee him the balls.
              EXT.  CARNABY STREET - DAY
              Austin is being chased around the corner by a GAGGLE OF 
              SCHOOLGIRLS.
              After a moment, Austin returns from around the corner with a 
              baton, followed by a MARCHING BAND.
              The schoolgirls pick up his trail again and he begins to 
              run.
              A 1967 Jaguar XKE convertible, which is decorated with a 
              large Union Jack, pulls beside Austin.
              He jumps over the door into the moving convertible, racing 
              off just ahead of the crowd.
              EXT./INT.  JAGUAR - STREETS OF LONDON - DAY
              The driver of the Jag is Austin's associate, MRS. KENSINGTON, 
              a beautiful woman in her thirties.
              They drive against obvious REAR PROJECTION of 1960's London.
                                    AUSTIN
                        Hello, Mrs. Kensington.
                                    MRS. KENSINGTON
                        Hello, Austin Just then, a FLASHING 
                        RED LIGHT goes off and we hear a 
                        distinctive PHONE RING.
                                    MRS. KENSINGTON
                        That'll be Basil Exposition, Chief 
                        of British Intelligence.
              The glove compartment revolves to reveal a picture phone.  
              ANGLE ON:  PICTURE PHONE SCREEN.  We see BASIL EXPOSITION a 
              distinguished older man.  A desk plate reads:  "Basil 
              Exposition, Chief of British Intelligence."
                                    BASIL EXPOSITION
                             (on picture phone)
                        Hello, Austin.  This is Basil 
                        Exposition, Chief of British 
                        Intelligence.
              You're Austin Powers, International Man of Mystery, and you're 
              with Agent
              Mrs. Kensington.  The year is 1967, and you're talking on a 
              picture phone.
                                    AUSTIN
                        We know all that, Exposition.
                                    BASIL EXPOSITION
                        I just wanted to be extremely clear 
                        so that everyone knows what's going 
                        on at any given time.  We've just 
                        received word that Dr. Evil, the 
                        ultimate square, is planning to take 
                        over the world.
                                    AUSTIN
                        Dr. Evil?  I thought I put him in 
                        jail for good.
                                    BASIL EXPOSITION
                        I'm afraid not.  Earlier this week, 
                        Dr. Evil escaped from Zedel Edel 
                        Prison in Baaden Baaden and now he's 
                        planning a trap for you tonight at 
                        the Electric Psychedelic Pussycat 
                        Swinger's Club in Picadilly Circus 
                        here in swinging London.
              A panel revolves to reveal a map of London with lights showing 
              Austin's position and the location of the club.
                                    AUSTIN
                        Just where you'd never think to look 
                        for him.  We'll be there.
                                    BASIL EXPOSITION
                        Good luck, Austin.
                                    AUSTIN
                        Thank you.
                                    BASIL EXPOSITION
                        Oh, and Austin&emdash;
                                    AUSTIN
                        Yes?
                                    BASIL EXPOSITION
                             (pause)
                        Be careful.
                                    AUSTIN
                        Thank you.
                             (to Mrs. Kensington)
                        Let's go, baby!
              EXT.  STOCK FOTTAGE - PICADILLY CIRCUS - NIGHT
              On top of one building is a three-story high BOB'S BIG BOY 
              figure.
              EXT.  ELECTRIC PSYCHEDELIC PUSSYCAT SWINGER'S CLUB - NIGHT
              The Jaguar pulls up in front of the swinging nightclub.  
              Mrs. Kensington steps out of the car, dressed in a tight 
              leather fightsuit.  She looks fabulous.
              INT.  ELECTRIC PSYCHEDELIC PUSSYCAT SWINGER'S CLUB
              It's a swinging club.  FREAKS abound.  In one corner, there 
              is a PRESS CONFERENCE in progress.
                                    MICK JAGGER
                        Hey Austin Powers, it's me, Mick 
                        Jagger.
                                    AUSTIN
                        Hey, Mick!
                                    MICK JAGGER
                        Are you more satisfied now sexually, 
                        Austin?
                                    AUSTIN
                        Well, you can't always get what you 
                        want.
                                    MICK JAGGER
                             (thinking)
                        "You can't always get what you want!"  
                        That's a great title for a song!  
                        I'm
              gonna write that, and it'll be a big hit.
                                    AUSTIN
                        Good on ya, man.
                                    MICK JAGGER
                        Groovy!
              FULL SCREEN INSERT
              A vinyl 45 of "You Can't Always Get What You Want."
              9  FULL SCREEN INSERT - BILLBOARD CHART
              "You Can't Always Get What You Want" at Number One.
              INT.  ELECTRIC PSYCHEDELIC PUSSYCAT SWINGER'S CLUB
              In one corner ANDY WARHOL sits in front of his multi-colored 
              Elvis (or equivalent).  He body paints a butterfly on the 
              thigh of a MOD GIRL wearing a metallic miniskirt outfit.
                                    ANDY WARHOL
                        Austin Powers?  Hi, I'm Andy Warhol.
                                    AUSTIN
                        Hey, how are you?
                                    ANDY WARHOL
                        Hungry.
                                    AUSTIN
                        Here, have this can of Campbell's 
                        Tomato Soup.
              Austin hands Andy a can of soup.
                                    ANDY WARHOL
                        I'm going to paint this can of soup 
                        and become famous and not give you 
                        any credit for it.
                                    AUSTIN
                        If you can become famous, everyone 
                        will have their fifteen minutes of 
                        fame, man.
                                    ANDY WARHOL
                        "Fifteen minutes of fame?"  I'm going 
                        to use that quote and not give you 
                        any credit for that, either.
                                    AUSTIN
                        Smashing!
              FULL SCREEN INSERT
              Andy Warhol's famous Soup Can painting.
              INT.  ELECTRIC PSYCHEDELIC PUSSYCAT SWINGER'S CLUB
              HER MAJESTY, THE QUEEN is giving Austin a Victoria's Cross 
              like the Lyndon Johnson scene in Forrest Gump.  Behind them, 
              are two COLDSTREAM GUARDS and the DUKE OF EDINBURGH.
                                    QUEEN
                        Austin Powers, Britain owes you a 
                        debt of gratitude.
              Austin gives a cheeky look to Mrs. Kensington.
                                    QUEEN
                        I understand you were wounded.  Where 
                        were you hit?
                                    AUSTIN
                        In the but-tocks.
                                    QUEEN
                        That must be a sight.  I'd kind of 
                        like to see that.
              Austin turns around, drops his pants, and shows his wounded 
              bum (matching Gump's) to the queen.
              The queen walks away.
                                    QUEEN
                             (laughing)
                        Nice buttocks.
              In the line-up we also see FOREST GUMP.  He has to pee very 
              badly.
                                    MRS. KENSINGTON
                        We've got to find Dr. Evil!
                                    AUSTIN
                        Wait, I've got an idea.
              He PUNCHES a PRETTY MOD GIRL in the face, knocking her out 
              cold.
                                    EVERYONE
                        Ohhh!
                                    MRS. KENSINGTON
                        Austin, why in God's name did you 
                        strike that woman?
                                    AUSTIN
                        That ain't no woman!  It's a man, 
                        man.  It's one of Dr. Evil's 
                        assassins.
              Austin pulls off the mod girl's wig.  She is a MALE ASSASSIN.  
              The assassin comes to and leaps to his feet.
              Mrs. Kensington knocks his feet from under him.  The assassin 
              hits the ground and pulls out a dagger.  Mrs. Kensington 
              kicks the knife out of his hand and Austin gets him in a 
              head-lock from behind.
                                    AUSTIN
                        Where's Doctor Evil?
              ANGLE ON:  A FINGER WITH DR. EVIL'S INSIGNIA ON IT.  THE 
              FINGER PULLS THE TRIGGER OF A SPEAR
              gun.  The assassin falls forward.  A spear protrudes from 
              his back.  Austin sees Dr. Evil as he runs through a door.  
              They give chase.
              INT.  CLUB - BACK ROOM
              They enter.  Dr. Evil climbs into an egg chair.
                                    AUSTIN
                        I've got you again, Dr. Evil!
              The chair fills with a WHITE MIST.
                                    DR. EVIL
                             (unseen, through mist)
                        Not this time.  Come, Mr. 
                        Bigglesworth!
                             (calling out)
                        See you in the future, Mr. Powers!
              Before the doors close, the white CAT jumps in the egg chair.  
              A sign on the egg reads "CRYOGENIC
              FREEZING BEGINNING."
                                    MRS. KENSINGTON
                        My God!  He's freezing himself.
              Austin begins FIRING at the egg chair.  The ceiling opens up 
              and the egg rises through the opening.  Everything begins to 
              RUMBLE.  Rocket exhaust pours out of the ceiling.
              EXT.  ROOF - NIGHT
              The Bob's Big Boy rocket begins to LIFT OFF.
              EXT.  CLUB - SIDEWALK - NIGHT
              PEOPLE outside the club react to the rocket.
              EXT.  EARTH FROM SPACE
              The Bob's Big Boy rocket leaves the atmosphere.  Mr. 
              Bigglesworth is pressed to the window like one of those 
              stuffed Garfields.
                                    DR. EVIL (V.O.)
                             (shivering)
                        I'll be back, Mr. Powers, when free 
                        love is dead, and greed and avarice 
                        once again rule the world.
              EXT.  NORAD - COLORADO SPRINGS, COLORADO
              GRAPHIC:  1997 - NORAD - COLORADO SPRINGS THIS SCENE IS SHOT 
              IN THE MULTIPLE SPLIT SCREEN STYLE, LIKE THE THOMAS CROWN 
              AFFAIR:
              16  FULL SCREEN - INT.  NORAD TRACKING ROOM
              A BLIP appears on the radar screen.
                                    RADAR OPERATOR
                             (on phone)
                        Commander Gilmour?
              17  SPLIT SCREEN 2 - INT.  COMMANDER GILMOUR'S OFFICE
              COMMANDER GILMOUR, a distinguished man in his fifties.
                                    RADAR OPERATOR
                             (on phone)
                        Commander, this is Slater in SoWest 
                        Com Three.  We have a potential bogey 
                        with erratic vectoring and an 
                        unorthodox entry angle.
                                    COMMANDER GILMOUR
                             (on phone)
                        Is it one of ours?
                                    RADAR OPERATOR
                        No.  Log Com Bird Twelve says its 
                        metalurg recon analysis is a standard 
                        alloy, not stealthy, not carbon-
                        composite.
                             (pause)
                        It does have an odd shape, sir.
                                    COMMANDER GILMOUR
                        What are you saying, son?
                                    RADAR OPERATOR
                        It appears to be in the shape of 
                        Bob's Big Boy, sir.
              18  SCREEN 3 - THE BOB'S BIG BOY ROCKET
              The rocket is dirty and battered from thirty years in space.
                                    COMMANDER GILMOUR
                        Oh my God, he's back.
              DRAMATIC STING
                                    RADAR OPERATOR
                        In many ways, Bob's Big Boy never 
                        left, sir.  He's always offered the 
                        same high quality meals at competitive 
                        prices.
                                    COMMANDER GILMOUR
                        Shut up.
                                    RADAR OPERATOR
                        Should we scramble TacHQ for an 
                        intercept?
                                    COMMANDER GILMOUR
                        What's its current position?
              19  SCREEN 4 - A RADAR MAP OF NEVADA
              On the radar screen it says "NEVADA."
                                    RADAR SCREEN
                        It was over Nevada, but...oh my God!  
                        It's gone!
                                    COMMANDER GILMOUR
                        Listen son, I want you to forget 
                        what you saw here tonight.
                                    RADAR OPERATOR
                        Commander, I have to log it&emdash;
                                    COMMANDER GILMOUR
                        That's a direct order.  You didn't 
                        see a thing!
              He hangs up and picks up another phone.
                                    COMMANDER GILMOUR
                             (into phone)
                        Philips.
              20  SCREEN 5 - SERGEANT PHILIPS AT HIS DESK
              SERGEANT PHILIPS picks up the phone.
                                    COMMANDER GILMOUR
                        Call the President
              SCREEN 6 - THE WHITE HOUSE
                                    COMMANDER GILMOUR
                        Prepare the jet...
              22  SCREEN 7 - AN AIR FORCE JET ON A RUNWAY
                                    COMMANDER GILMOUR
                        Get my overnight bag.
              23  SCREEN 8 - AN OVERNIGHT BAG
                                    COMMANDER GILMOUR
                        Philips, do me a favor and feed my 
                        fish.
              SCREEN 9 - FISH IN A TANK
              A hand enters and sprinkles fish food.
                                    COMMANDER GILMOUR
                        Not too much!
              The hand re-enters and scoops up some of the fish food.
                                    COMMANDER GILMOUR
                        I'm going to London, England.
              EXT.  MINISTRY OF DEFENSE - LONDON, ENGLAND
              GRAPHIC:  LONDON, ENGLAND - MINISTRY OF DEFENSE
              MUSIC:  "RULE BRITANNIA"
              INT.  M.O.D. - HALLWAY (OUTSIDE CRYOGENIC STORAGE FACILITY)
              Basil Exposition (now aged 30 years), Command Gilmour, and 
              NICOLAI BORSCHEVSKY, a Russian General, put on extreme-weather 
              gear over their uniforms.
                                    BASIL EXPOSITION
                        As you know, gentlemen, Dr. Evil had 
                        himself frozen in 1967.  Soon after, 
                        Austin Powers volunteered to have 
                        himself frozen, in the event Dr. 
                        Evil should ever return.  We believe 
                        Dr. Evil has begun yet another plot 
                        to take over the world.  And that, 
                        gentlemen, is why we're here.
                                    COMMAND GILMOUR
                        Outstanding re-cap, Exposition.
              Command Gilmour opens a vault door.  COLD MIST escapes.
              INT.  M.O.D. - CRYOGENIC STORAGE FACILITY
              They pass a row of cryogenic holding berths, each containing 
              a naked PERSON in suspended animation, a la Demolition Man.  
              They pass GARY COLEMAN, EVEL KNIEVAL (with cape), and VANILLA 
              ICE, all in suspended animation.  They pass a now-empty berth 
              with a plate that reads "JOHN
              TRAVOLTA."
                                    BORSCHEVSKY
                        Who is this Austin Powers?  Is he a 
                        British operative?
                                    BASIL EXPOSITION
                        No, he worked freelance, an 
                        internationally renowned swinging 
                        photographer by day and the ultimate 
                        gentlemen spy by night.
              Finally, they come across Austin Powers: He is naked.  His 
              hands cover up his private parts.  The look on his face 
              suggests 'Oh my God, my bits and pieces are cold'.  His 
              glasses are frosted over.  He is very hairy.
                                    FEMALE ANNOUNCER
                             (on PA)
                        Attention, Stage One, laser cutting 
                        beginning.
              Lasers begin to cut Austin out of the ice in one huge cube.
                                    FEMALE ANNOUNCER
                             (on PA)
                        Laser cutting complete.  Stage Two, 
                        warm liquid goo phase beginning.
              A ROBOTIC ARM lifts the cube out of the berth and places it 
              into a high-tech melting vat of warm liquid GOO.
                                    FEMALE ANNOUNCER
                             (on PA)
                        Warm liquid goo phases complete.  
                        Stage Three, reanimation beginning.
              Austin comes to life out of the goo on a draining platform.
                                    FEMALE ANNOUNCER
                             (on PA)
                        Reanimation complete.  Stage Four, 
                        cleansing beginning.
              INT.  EXAMINATION AREA
              Technicians lead a half-asleep Austin to a screened area, 
              where only his feet and head are visible.  He's washed off 
              with a series of hot-water jets.
                                    FEMALE ANNOUNCER
                             (on PA)
                        Cleansing complete.  Stage Five, 
                        evacuation beginning.
              He's given futuristic inoculations and then led to a screened-
              in toilet area.  We can hear the sound of PEE ENTERING THE 
              BOWL.
              He PEES for a while, then a little longer.
              And then EVEN LONGER STILL.
              The stream seems to be subsiding...then begins STRONGER than 
              ever.
              He is still PEEING.
              Finally, it STOPS.
                                    FEMALE ANNOUNCER (PA)
                        Evacuation com...
              He begins PEEING again.
              A little LONGER.
              Then in short staccato BURSTS.
              The it STOPS.  Pause.
              Two DRIPS.
                                    FEMALE ANNOUNCER
                        Evacuation...
                             (waiting)
                        Complete!  The cryogenic state of 
                        Austin Powers is now completed.
              Austin lies in a bed tilted up in an extreme angle à la Dr. 
              Frankenstein's lab.  NURSE TECHNICIANS administer injections 
              and monitor electrodes, IV's, and other biological sensors.
                                    AUSTIN
                             (weakly)
                        Where am I?
                                    BASIL EXPOSITION
                        You're in the Ministry of Defense.  
                        It's 1997.  You've been cryogenically 
                        frozen for thirty years.
                                    AUSTIN
                             (shouting)
                        WHO ARE THESE PEOPLE?
                                    BASIL EXPOSITION
                        The shouting is a temporary side-
                        effect of the unfreezing process.
                                    AUSTIN
                        Yes, I'm having trouble 
                        controlling&emdash;
                             (shouting)
                        THE VOLUME OF MY VOICE!
                                    BASIL EXPOSITION
                        You might also experience a slight 
                        fever, dry mouth, and flatulence at 
                        moments of extreme relaxation.  
                        Austin, this is Commander Gilmour, 
                        Strategic Command, and General 
                        Borschevsky, Russian Intelligence.
                                    AUSTIN
                        Russian Intelligence?  Are you mad?
                                    BASIL EXPOSITION
                        A lot's happened since you were 
                        frozen, Austin.  The cold war's over.
                                    AUSTIN
                        Thank God.  Those capitalist dogs 
                        will finally pay for their crimes 
                        against the people,
              hey Comrades?
                                    BASIL EXPOSITION
                        We won, Austin.
                                    AUSTIN
                        Groovy.  Smashing!  Good on ya!
                             (to Gilmour)
                        Nice tie.  Yea capitalism!
                                    COMMANDER GILMOUR
                        Mr. Powers, the President's very 
                        concerned.  We've got a madman on 
                        the loose in Nevada.
                                    BASIL EXPOSITION
                        It's Dr. Evil.
                                    AUSTIN
                        When do I begin?
                                    BASIL EXPOSITION
                        Immediately.  You'll be working with 
                        Ms. Kensington.
                                    AUSTIN
                        You mean Mrs. Kensington?
                                    BASIL EXPOSITION
                        No, Austin, Mrs. Kensington has long-
                        since retired.  Ms. Kensington is 
                        her daughter.
              VANESSA KENSINGTON, Mrs. Kensington's daughter, beautiful, 
              mid-Twenties, English, enters.  She is wearing a very 
              conservative, business pantsuit.  Her hair is up and she 
              wears glasses.  Austin's breath is taken away.
              She sets down a huge stack of files.
                                    BASIL EXPOSITION
                        Vanessa's one of our top agents.
                                    AUSTIN
                             (out loud, to himself)
                        My God, Vanessa's got a smashing 
                        body.  I bet she shags like a minx.  
                        How do I tell them that because of 
                        the unfreezing process, I have no 
                        inner monologue?
                             (pause)
                        I hope I didn't say that out loud 
                        just now.
              There is an uncomfortable SILENCE.
                                    VANESSA
                        Mr. Powers, my job is to acclimate 
                        you to the Nineties.  You know, a 
                        lot's changed since 1967.
                                    AUSTIN
                        Well, as long as people are still 
                        having promiscuous sex with many 
                        anonymous partners without protection, 
                        while at the same time experimenting 
                        with mind-expanding
              drugs in a consequence-free environment, I'll be sound as a 
              pound.
                                    VANESSA
                        My mother's told me all about you.
                                    AUSTIN
                        If it's a lie, goddamn her.  It it's 
                        the truth, goddamn me.
                             (pause)
                        God, I hope that's witty.  How's 
                        your mum?
                                    VANESSA
                        My mother's doing quite well, thank 
                        you very much.
                                    BASIL EXPOSITION
                        Yes, well...Agent Kensington will 
                        get you set up.  She's very dedicated.  
                        Perhaps, a little too dedicated.
                             (aside to Austin)
                        She's got a bit of a bug up her ass.  
                        Good luck, Austin, the world's 
                        depending on you.
                                    AUSTIN
                        Thank you, Exposition.
                                    BASIL EXPOSITION
                        Oh, and Austin&emdash;
                                    AUSTIN
                        Yes?
                                    BASIL EXPOSITION
                        Be careful.
                                    AUSTIN
                        Thanks.
              Basil exits.
              INT.  M.O.D. - QUARTERMASTER'S WINDOW
              Austin and Vanessa wait at the window.
                                    VANESSA
                        Let's gather your personal effects, 
                        shall we?
              A CLERK brings out a locker-basket and reads off a list.
                                    CLERK
                             (reading)
                        Danger Powers, personal effects.
                                    AUSTIN
                        Actually, my name's Austin Powers.
                                    CLERK
                        It says here, name Danger Powers.
                                    AUSTIN
                        Danger's my middle name.
                                    CLERK
                        OK, Austin Danger Powers: One blue 
                        crushed-velvet suit.  One frilly 
                        lace cravat.  One gold medallion 
                        with peace symbol.  One pair of 
                        Italian shoes.  One pair of tie-dyed 
                        socks, purple.  One vinyl recording 
                        album: Tom Jones, Live at Las Vegas.  
                        One Swedish-made penis enlarger pump.
                                    AUSTIN
                             (embarrassed)
                        That's not mine.
                                    CLERK
                             (reading)
                        One credit card receipt for Swedish-
                        made penis enlarger pump, signed 
                        Austin Powers.
                                    AUSTIN
                        I'm telling you, baby, that's not 
                        mine.
                                    CLERK
                             (reading)
                        One warranty card for Swedish-made 
                        penis enlarger pump, filled out by 
                        Austin Powers.
                                    AUSTIN
                        I don't even know what this is.  
                        This sort of thing ain't my bag, 
                        baby.
                                    CLERK
                             (reading)
                        One book: Swedish-Made Penis Enlarger 
                        Pumps and Me: This Sort of Thing Is 
                        My Bag, Baby, by Austin Powers.
              The clerk shows the book to Austin, who is humiliated.
                                    AUSTIN
                        OK, OK man, don't get heavy, I'll 
                        sign.  Just to get things moving, 
                        baby.
                                    VANESSA
                        Listen, Mr. Powers, I look forward 
                        to working with you, but do me a 
                        favor and stop calling me baby.  You 
                        can address me as Agent Kensington.  
                        We have to leave immediately.  We've 
                        preserved your private jet just as 
                        you left it.  It's waiting at Heathrow 
                        Airport.
                                    AUSTIN
                             (excited)
                        My jumbo jet?  Smashing baby.
              EXT.  PLANE TAKING OFF - DAY
              We see a plane taking off in silhouette.
              EXT.  PLANE IN FLIGHT - DAY
              A multi-colored psychedelic jumbo jet with Austin's logo on 
              the tailpiece.
              INT.  PRIVATE PSYCHEDELIC JET
              The inside looks like Hugh Heffner's jet&emdash; rust shag 
              carpet, brown walls, and beads.  Austin and Vanessa sit on 
              beanbag chairs.  Vanessa works on her lap top.
                                    AUSTIN
                        Pretty groovy Jumbo Jet, eh?  How 
                        does a hot chick like you end up 
                        working at the Ministry of Defense?
                                    VANESSA
                        I went to Oxford and excelled in 
                        several subjects, but I ended up 
                        specializing in foreign languages.  
                        I wanted to travel -- see the world.  
                        In my last year I was accepted into 
                        the M.O.D. in the Cultural Studies 
                        sector.  I thought I was off on an 
                        exciting career, but my job was to 
                        read everything printed in every 
                        country.  It's very boring.  My whole 
                        day is spent reading wedding 
                        announcements in Farsi.  If I do 
                        well with this case, I finally get 
                        promoted to field operative...
                                    AUSTIN
                        That's fascinating, Vanessa.  Listen, 
                        why don't we go into the back and 
                        shag?
                                    VANESSA
                        I beg your pardon?
                                    AUSTIN
                        I've been frozen for thirty years, 
                        man, I want to see if my bits and 
                        pieces are still working.
                                    VANESSA
                        Excuse me?
                                    AUSTIN
                        My wedding tackle.
                                    VANESSA
                        I'm sorry?
                                    AUSTIN
                        My meat and two veg.
                                    VANESSA
                        Mr. Powers, please.  I know that you 
                        must be a little confused, but we 
                        have a very serious situation at 
                        hand.  I would appreciate it if you'd 
                        concentrate on our mission and give 
                        your libido a rest.
                                    AUSTIN
                        Have you ever made love to a Chigro?
                                    VANESSA
                        A Chigro?
                                    AUSTIN
                        You know, a Chigro&emdash; part 
                        Chinese, part Negro&emdash; Chigro.
                                    VANESSA
                             (offended)
                        We don't use the term 'Negro' anymore.  
                        It's considered offensive.
                                    AUSTIN
                        That's right.  You're supposed to 
                        say 'colored' now, right?
                             (spotting the flight 
                             attendants)
                        Here's the stewardesses!  Bring on 
                        the sexy stews!
              The STEWARDESSES enter.  They're not dressed very sexily.  
              One of them is a man and another wears braces.
                                    FLIGHT ATTENDANT
                        Excuse me, did you say 'stewardess'?  
                        We're called 'flight attendants' 
                        now, thank you very much.
                                    AUSTIN
                        Oh, I get it, it's like 'I'm not a 
                        whore, I'm a sex worker', baby.
                                    FLIGHT ATTENDANT
                        My name is Mrs. Wilkenson.  There 
                        are a few things we need to discuss.  
                        First of all, we're not wearing these.
              She holds up some skimpy, lingerie-type flight outfits.
              FLIGHT ATTENDANT
              ALSO, I HAVE SOME QUESTIONS ABOUT THE ITINERARY.  IT SAYS 
              HERE, '4:30 - DINNER, 5:30 -
              Everyone Gets Naked and Covered with Baby Oil, 6:00 - Orgy'?
                                    AUSTIN
                        Seems pretty straightforward, don't 
                        you think...listen darling, I think 
                        you're a fabulous bird.  Can I get 
                        your telephone number?
                                    FLGHT ATTENDANT
                             (mock sexy)
                        Sure, it's easy to remember.
                             (writing on his hand)
                        It's 777-FILM.  We have to prepare 
                        the craft for take-off now.
                                    AUSTIN
                        Smashing!  When we land I'll give 
                        you a tinkle on the telling bone.
              The flight attendant gives him a chilly stare and then exits.
                                    AUSTIN
                        Brrrr!  She must be frigid.  There's 
                        two things I know about life: one, 
                        Americans will never take to soccer.  
                        Two, Swedish girls and stewardesses 
                        love to shag!
              They're shag-mad, man!  Let me ask you a question, Vanessa, 
              and be honest.
                                    VANESSA
                        Sure.
                                    AUSTIN
                        Do I make you horny?
                                    VANESSA
                        What?
                                    AUSTIN
                        Do I make you horny?  Randy, you 
                        know.  To you, am I eros manifest?
                                    VANESSA
                        I hope this is part of the unfreezing 
                        process.
                                    AUSTIN
                        Listen, Vanessa, I'm a swinger&emdash; 
                        that's what I do, I swing.
                                    VANESSA
                        I understand that, Mr. Powers, but 
                        let me be perfectly clear with you, 
                        perhaps to the point of being 
                        insulting.  I will never have sex 
                        with you, ever.  If you were the 
                        last man on Earth and I was the last 
                        woman on Earth, and the future of 
                        the human race depended on our having 
                        sex simply for procreation, I still 
                        would not have sex with you.
              Austin is oblivious.
                                    AUSTIN
                        What's you point, Vanessa?
              EXT.  PLANE IN FLIGHT - NIGHT
              Austin's plane.  Time has passed.
              IINT. PRIVATE JET - NIGHT
              Vanessa's lap-top BEEPS.
                                    COMPUTER VOICE
                        You've got mail!
              ANGLE ON:  the computer screen.  It's Basil Exposition.
                                    BASIL EXPOSITION
                        Hello Austin.  Hello Vanessa.  This 
                        is Basil Exposition, from British 
                        Intelligence.
              There's a company in Las Vegas called Virtucon that we think 
              may be linked to Dr. Evil.  Many of the Virtucon executives 
              gamble at the hotel/casino where you'll be staying.  That's 
              the first place you should look.  Well, I'm off to the chat 
              rooms.
                                    AUSTIN
                        Thank you, Exposition.
                                    BASIL EXPOSITION
                        Oh, and Austin&emdash;
                                    AUSTIN
                        Yes?
                                    BASIL EXPOSITION
                        Be careful.
              Vanessa closes her lap-top.
                                    PILOT
                             (over loudspeaker)
                        Ladies and gentlemen, we're beginning 
                        our final descent into Las Vegas 
                        International Airport.  Flight 
                        attendants will be coming by to 
                        collect your drinks, and I'll ask 
                        you at this time to please return to 
                        the main cabin and put your
              bean-bags in the upright position.
              Austin and Vanessa fasten the seatbelts on their bean bags.
              EXT.  AIRPLANE LANDING - NIGHT
              We see a plane's lights landing at night.
              ZOOM CUT TO:
              INT.  PSYCHEDELIC SCENE BREAK
              MUSIC:  Psychedelic Wa-wa Pedal Funky Drummer Beat TITLE 
              GRAPHIC:  The Trip Using a sequence of snap-zooms, colored 
              projections, and flashing lights, we see Austin dance crazily 
              à la BOB FOSSE with a GO-GO GIRL in a bikini with the Austin 
              Powers logo body-painted on her midriff.
              The sequence lasts five seconds and is very groovy.
              EXT.  LAS VEGAS MONTAGE - NIGHT
              Sights and sounds of Las Vegas icons at night:  "Welcome to 
              Las Vegas" sign.  Luxor.  The giant cowboy whose arm waves.  
              Caesar's Palace.  The montage ends on the modern skyline of 
              Las Vegas.
              GRAPHIC:  1997, SOMEWHERE IN NEVADA
              INT.  DR. EVIL'S PRIVATE QUARTERS
                                    DR. EVIL
                             (face again unseen)
                        Ladies and Gentlemen, it's been a 
                        long time, but I'm back.  It's all 
                        gone perfectly to plan except for 
                        one small flaw.  Because of a 
                        technical error, my right arm was 
                        not frozen.  I was therefore by 
                        definition only partially frozen.
              ANGLE ON EVIL ASSOCIATE MUSTAFA.  He is terrified and sweaty, 
              eyes darting left and right.
                                    MUSTAFA
                        But my design was perfect!  Your 
                        autonomic functions were shut down, 
                        and even though your arm wasn't 
                        frozen, the aging was retarded, 
                        therefore your right arm is only 
                        slightly older than the left.
                                    DR. EVIL
                        Can't you see I'm only half a man?  
                        Look at me, I'm a freak!
              He holds up his older right arm, which looks normal.
                                    MUSTAFA
                        But Dr. Evil, all you need to do 
                        is&emdash;
                             (holding up tennis 
                             ball)
                        --work with this tennis ball.  Squeeze 
                        it for twenty minutes a day.  A few 
                        months of that and it'll be just as 
                        strong as the other arm...
                                    DR. EVIL
                        And look what you've done to Mr. 
                        Bigglesworth!
              ANGLE ON MR. BIGGLESWORTH
              who is now totally hairless, with a fringe of white hair 
              around it's ears, like Dr. Evil himself.
                                    MUSTAFA
                        We could not anticipate feline 
                        complications due to the reanimation 
                        process&emdash;
                                    DR. EVIL
                             (face unseen)
                        Silence!
              ANGLE ON A HAND WITH DR. EVIL'S RING ON IT
              Dr. Evil presses a button.  Mustafa's chair tips back and he 
              falls backwards into a pit.
                                    MUSTAFA
                             (blood-curdling scream)
                        Ahhhhhhhhh!
                                    DR. EVIL
                             (face unseen)
                        Let this be a reminder to you all 
                        that this organization will not 
                        tolerate failure.
              MUSTAFA'S SCREAMS ECHO FAINTLY
              ANGLE ON:  DR. EVIL FOR THE FIRST TIME.  HE IS IN HIS EARLY 
              FIFTIES AND IS BALD, WITH A HIDEOUS
              scar on his cheek.
                                    DR. EVIL
                        Gentlemen, let's get down to business.
              More muffled SCREAMS.
                                    DR. EVIL
                        We've got a lot of work to do.
                                    MUSTAFA (O.S.)
                             (muffled)
                        Someone help me!  I'm still alive, 
                        only I'm very badly burned.
                                    DR. EVIL
                             (slightly distracted)
                        Some of you I know, some of you I'm 
                        meeting for the first time.
                                    MUSTAFA (O.S.)
                             (muffled)
                        Hello up there!  Anyone!  Can someone 
                        call an ambulance?  I'm in quite a 
                        lot of pain.
                                    DR. EVIL
                             (very frustrated)
                        You've all been gathered here to 
                        form my Evil Cabinet.  Excuse me.
              He picks up a white phone and MURMURS into it.
                                    MUSTAFA (O.S.)
                             (muffled)
                        If somebody can open the retrieval 
                        hatch down here, I could get out.  
                        See, I designed this device myself 
                        and...oh, hi!  Good, I'm glad you 
                        found me.  Listen, I'm very badly 
                        burned, so if you could just&emdash; 
                        SFX:  Muffled Gunshot
                                    MUSTAFA (O.S.)
                             (muffled)
                        Ow!  You shot me!
                                    DR. EVIL
                        Right.  Okay.  Moving on.
                                    MUSTAFA (O.S.)
                             (muffled)
                        You shot me right in the arm!  Why 
                        did&emdash; SFX:  Muffled Gunshot.  
                        Dr. Evil waits.  Nothing.
                                    DR. EVIL
                        Let me go around the table and 
                        introduce everyone.  Frau 
                        Farbissina...
              ANGLE ON FRAU FARBISSINA
                                    DR. EVIL
                        ...founder of the militant wing of 
                        the Salvation Army.  Random Task...
              RANDOM TASK is a large Korean man in a butler's uniform.
                                    DR. EVIL
                        ...a Korean ex-wrestler, evil handyman 
                        extraordinaire.  Show them what you 
                        do.
              He stands up, bows, then takes off his shoe and THROWS it.  
              It knocks the head off a sculpture across the room.
                                    DR. EVIL
                        Thank you, Random Task.  Patty 
                        O'Brien...
              PATTY O'BRIEN, a small, wiry Irishman with fiery eyes.
                                    DR. EVIL
                        ...ex-Irish assassin.  His trademark?
              Around PATTY O'BRIENS WRIST is a charm bracelet.
                                    DR. EVIL
                        A superstitious man, he leaves a 
                        tiny keepsake on every victim he 
                        kills.  Scotland Yard would love to 
                        get their hands on that piece of 
                        evidence.
                                    PATTY O'BRIEN
                             (heavy Irish accent)
                        Yes, they're always after me lucky 
                        charms!
              Everyone in the room tries to keep a straight face.
                                    PATTY O'BRIEN
                        What?  What?  Why does everyone always 
                        laugh when I say that?  They are 
                        after me lucky charms.
              They cannot contain their LAUGHTER.
                                    PATTY O'BRIEN
                             (angry)
                        What?
                                    FRAU FARBISSINA
                             (through suppressed 
                             laughter)
                        It's a television commercial with 
                        this little cartoon Leprechaun who 
                        is a benevolent imp who is very 
                        concerned that these children will 
                        steal his lucky charms which are 
                        foodstuffs fashioned into various 
                        shapes&emdash; hearts, moons, clovers, 
                        what have you...
                             (pause)
                        It's a long story.
                                    DR. EVIL
                        Finally, I come to my number two 
                        man.  His name:  Number Two.
              NUMBER TWO, a good-looking 40-year-old man with an eye-patch.
                                    DR. EVIL
                        For thirty years, Number Two has run 
                        Virtucon, the legitimate face of my 
                        evil empire.
              He hits a button.  The conference table slowly rotates to 
              reveal a large, illuminated map of the United States dotted 
              by various miniature models.
                                    NUMBER TWO
                        Over the last thirty years, Virtucon 
                        has grown by leaps and bounds.  About 
                        fifteen years ago, we changed from 
                        volatile chemicals to the 
                        communication industry.  We own cable 
                        companies in thirty-eight states.
              The thirty-eight states illuminate on the map.
                                    NUMBER TWO
                        In addition to our cable holdings, 
                        we own a steel mill in Cleveland.
              A steel mill miniature illuminates in Cleveland.
                                    NUMBER TWO
                        Shipping in Texas.
              A ship off the coast of Texas illuminates.
                                    NUMBER TWO
                        Oil refineries in Seattle.
              An oil refinery illuminates in Seattle.
                                    NUMBER TWO
                        And a factory in Chicago that makes 
                        miniature models of factories.
              The miniature model factory lights up in Chicago.
                                    NUMBER TWO
                        We also own the Franklin mint, which 
                        makes decorative hand-painted theme 
                        plates for collectors.
                             (holds up plate)
                        Some plates, like the Gone With The 
                        Wind series, have gone up in value 
                        as much as two-hundred and forty 
                        percent, but, as with any investment, 
                        there is some risk involved.
                                    DR. EVIL
                        Gentlemen, I have a plan.  It's called 
                        blackmail.  The Royal Family of 
                        Britain are the wealthiest landowners 
                        in the world.  Either the Royal Family 
                        pays us an exorbitant amount of money, 
                        or we make it look like Prince 
                        Charles, the heir to the throne, has 
                        had an affair outside of marriage 
                        and, therefore, they would have to 
                        divorce.
              There is an uncomfortable silence.
                                    NUMBER TWO
                        Um, Dr. Evil, Prince Charles did 
                        have an affair.  He admitted it, and 
                        they are now divorced, actually.
                                    DR. EVIL
                        People have to tell me these things.  
                        I've been frozen for thirty years, 
                        throw me a bone here.
                             (pausing)
                        OK, no problem.  Here's my second 
                        plan.  Back in the Sixties I had a 
                        weather changing machine that was in 
                        essence a sophisticated heat beam 
                        which we called a "laser."  Using 
                        this laser, we punch a hole in the 
                        protective layer around
              the Earth, which we scientists call the "Ozone Layer."  Slowly 
              but surely, ultraviolet rays would pour in, increasing the 
              risk of skin cancer.  That is, unless the world pays us a 
              hefty ransom.
              There is another uncomfortable silence.
                                    NUMBER TWO
                        Umm, that also has already happened.
                                    DR. EVIL
                        Right.
                             (pause)
                        Oh, hell, let's just do what we always 
                        do.  Let's hijack some nuclear weapons 
                        and hold the world hostage.
                             (pause)
                        Gentlemen, it's come to my attention 
                        that a breakaway Russian Republic 
                        called Kreplachistan will be 
                        transferring a nuclear warhead to 
                        the United Nations in a few days.  
                        Here's the plan.  We get the warhead, 
                        and we hold the world ransom...
                             (dramatic pause)
                        ...FOR ONE MILLION DOLLARS!
              There is an uncomfortable pause.
                                    NUMBER TWO
                        Don't you think we should ask for 
                        more than a million dollars?  A 
                        million dollars isn't that much money 
                        these days.
                                    DR. EVIL
                        All right then...
                             (dramatic pause)
                        ...FIVE MILLION DOLLARS!
              There is another uncomfortable pause.
                                    NUMBER TWO
                        Virtucon alone makes over nine billion 
                        dollars a year.
                                    DR. EVIL
                             (pleasantly surprised)
                        Oh, really?
                             (slightly irritated)
                        One-hundred billion dollars.
                             (pause)
                        OK, make it happen.  Anything else?
                                    FRAU FARBISSINA
                        Remember when we froze your semen, 
                        you said that if it looked like you 
                        weren't coming back to try and make 
                        you a son so that a part of you would 
                        live forever?
                                    DR. EVIL
                        Yes.
                                    FRAU FARBISSINA
                        Well, after a few years, we got sort 
                        of impatient.  Dr. Evil, I want you 
                        to meet your son.
                                    DR. EVIL
                        My son?
                                    FRAU FARBISSINA
                        Yes.
                             (calling out)
                        Scott!
              SCOTT EVIL walks out.  He is fifteen, grungy, and wears a 
              Kurt Cobain T-shirt.
                                    SCOTT EVIL
                        Hi.
                                    DR. EVIL
                        Hello, Scott.  I'm your father, Dr. 
                        Evil.
                             (emotional)
                        I have a son!  I have a son!  
                        Everyone, I have a son!
                             (gesturing to globe)
                        Someday, Scott, this will all be 
                        yours.
                                    SCOTT EVIL
                        I haven't seen you my whole life and 
                        now you show up and want a 
                        relationship?  I hate you!
              EXT.  JAGUAR - DRIVING - VEGAS - DAY
              Vanessa and Austin drive in his perfectly-preserved Jag.
                                    AUSTIN
                        You've preserved my Jag!  Smashing!
                                    VANESSA
                        Yes, we've had it retrofitted with a 
                        secure cellular phone, an on-board 
                        computer, and a Global Geosynchronous 
                        Positioning Device.  Oh, and finally, 
                        this.
              The glove compartment revolves to reveal a display of various 
              dental hygiene products&emdash; floss, toothpaste, toothbrush, 
              dental mirror, and cleaning tool.
                                    AUSTIN
                        Let me guess.  The floss is garotte 
                        wire, the toothpaste contains plastic 
                        explosives, and the toothbrush is 
                        the detonation device.
                                    VANESSA
                        No, actually.  I don't know how to 
                        put this really.  Well, there have 
                        been fabulous advances in the field 
                        of dentistry.
                                    AUSTIN
                        Why?  What's wrong with my teeth?
              EXT.  VEGAS HOTEL - NIGHT
              The Union Jack-emblazoned Jaguar pulls up to the front door.
              INT.  VEGAS HOTEL ROOM
              Vanessa carries her compact flight attendant bag and Austin 
              takes his two bright red oversized leatherette Samsonite 
              suitcases.
                                    AUSITN
                        Which side of the bed do you want?
                                    VANESSA
                        You're going to sleep on the sofa.  
                        I'd like to remind you, Mr. Powers, 
                        that the only reason we're sharing a 
                        room is to support our cover story 
                        that we're a married couple on 
                        vacation.
                                    AUSTIN
                        So, shall we shag now, or shall we 
                        shag later?  How do you like to do 
                        it?  Do you like to wash up first?  
                        Top and tails?  A whore's bath?  
                        Personally, before I'm on the job, I 
                        like to give my undercarriage a bit 
                        of a how's-your-father.
                                    AUSTIN
                             (off her angry reaction)
                        I'm just joking, Vanessa.  Trying to 
                        get a rise out of you.
              They both laugh.
                                    VANESSA
                        Let's unpack.
              HER LUGGAGE:  In the inside flap is a types list of contents.  
              All of her items are in separate, labeled plastic bags.
                                    AUSTIN
                        Gor blimey, nerd alert.
              HIS LUGGAGE:  He pulls out a Nehru jacket and a huge Remington 
              shaver with huge English plug.
              HER LUGGAGE:  She pulls out a compact clothes steamer/travel 
              iron and a Braun blow drier.
              HIS LUGGAGE:  He pulls out a vintage 1967 Playboy and a bottle 
              of Jurgens lotion.
              HER LUGGAGE:  She pulls out Wet-Naps, her underthings in a 
              plastic baggie marked "Underthings" and her shoes in a baggie 
              marked "Shoes."
              HIS LUGGAGE:  He pulls out a miniature meditation gong and 
              Hai Karate cologne.
              HER LUGGAGE:  She pulls out a dossier labeled "Dr. Evil - 
              Top Secret."
              HIS LUGGAGE:  He pulls out the Swedish penis enlarger pump.  
              Vanessa sees it.
                                    AUSTIN
                        Hey, who put this in here?  Someone's 
                        playing a prank on me!  Honestly, 
                        this isn't mine.
                                    VANESSA
                             (suffering)
                        I'm sure.
                                    AUSTIN
                        I think I'll give that stew a ding-a-
                        ling.
              Austin casually dials the phone while looking at his palm.  
              After a beat we hear a loud MALE VOICE coming through the 
              handset.
                                    MOVIE PHONE VOICE
                             (through handset)
                        Hello!  And welcome to 777-FILM!
              Austin covers the mouthpiece and whispers to Vanessa.
                                    AUSTIN
                        I got her answering machine.
              INT.  CASINO
              Austin and Vanessa walk through the casino.  Austin gives 
              PEOPLE two-handed handshakes.  They stare like he's a freak.
                                    AUSTIN
                        I love Las Vegas, man.  Oh, I forgot 
                        my x-ray glasses.
                                    VANESSA
                        Here, use mine.
                                    AUSTIN
                        I'm going to use a cover name.  It's 
                        important that it be a generic name 
                        so that we don't draw attention to 
                        ourselves.
              INT.  CASINO
              Austin and Vanessa join the high-rollers table.  Number Two 
              is there, complete with eyepatch.  On one side of him is a 
              beautiful ITALIAN WOMAN (a la SOPHIA LOREN) in a white dress 
              with a white kerchief on her head.  On the other side of him 
              is an extremely large-breasted BIMBO.
                                    AUSTIN
                        Do you mind if I join you?
                                    NUMBER TWO
                        Not at all.
              The DEALER deals.
                                    DEALER
                        Seventeen.
              Zoom in on Number Two's eyepatch.
              NUMBER TWO'S MONOCULAR POV
              GRAPHIC:  "X-RAY EYEPATCH".  We see everyone at the casino 
              in their underwear.  He looks at the next card in the shoe.  
              It is a 4.
                                    NUMBER TWO
                        Hit me.
                                    DEALER
                        You have seventeen, sir.  The book 
                        says not to, sir.
                                    NUMBER TWO
                        I like to live dangerously.
              The dealer draws a card from the card shoe.
                                    DEALER
                        Four.  Twenty-one.
              Everyone at the table applauds.  The dealer deals to Austin 
              and Number Two.
                                    DEALER
                             (to Austin)
                        Eighteen.
                             (to Number Two)
                        Sixteen.
              NUMBER TWO'S POV
              GRAPHIC:  "X-RAY EYEPATCH".  He looks at the shoe at the 
              shoe and sees that the next card is a ten.
                                    NUMBER TWO
                        I'll stay.
                                    DEALER
                             (to Austin)
                        Sir?
              Smugly, Austin puts on Vanessa's x-ray glasses.
              AUSTIN'S POV
              GRAPHIC:  "X-RAY SPECS".  Everyone is in their underwear, 
              but it is completely blurry.
                                    DEALER
                             (to Austin)
                        Sir?
                                    VANESSA
                             (quietly)
                        What's wrong?
                                    AUSTIN
                             (quietly, to Vanessa)
                        I can't see a bloody thing.
                                    VANESSA
                        Oh, I forgot to tell you, they're 
                        prescription X-ray glasses.  I have 
                        very bad astigmatism.
                                    DEALER
                        Sir, the table is waiting.
                                    AUSTIN
                             (panicking)
                        Uh, hit me.
              The table MURMURS.
                                    DEALER
                        On an eighteen, sir?
                                    AUSTIN
                        Yes, I also like to live dangerously.
              The dealer deals him the ten.
                                    NUMBER TWO
                        You're very brave.
                                    AUSTIN
                        Cards are not my bag, man.  Allow 
                        myself to introduce...myself.  My 
                        name is Ritchie Cunningham.
              Vanessa is mortified.
                                    AUSTIN
                             (indicating Vanessa)
                        This is my wife, Enid.
                                    NUMBER TWO
                        My name is Number Two.
              He extends his hand to shake.  Austin extends his hand, but 
              misses and begins to shake the bimbo's breast.  There is an 
              awkward pause.  Austin takes off his glasses.
                                    VANESSA
                             (rescuing him)
                        Number Two?  That's an unusual name.
                                    NUMBER TWO
                        My parents were hippies.
                             (indicating Italian 
                             woman)
                        This is my Italian confidential 
                        secretary.
                                    ITALIAN WOMAN
                             (Italian accent)
                        My name is Alotta
                             (quickly)
                        Alotta Fagina.
                                    AUSTIN
                        I'm sorry, I'm just not getting it.  
                        It sounds like you're saying your 
                        name is a lot of...never mind.  
                        Listen, cats, I'm going to crash.  
                        It's been a gas.
                                    NUMBER TWO
                        Bye-bye, Mr...Cunningham?
                                    AUSTIN
                        Peace, baby.
              Austin and Vanessa leave.
              INT.  CASINO
                                    VANESSA
                        Why did you leave so soon?
                                    AUSTIN
                        That cat Number Two has an X-ray 
                        eyepatch.  I get bad vibes from him, 
                        man.  Listen, we should go back to 
                        the room, but first I have to go to 
                        the naughty chair and see a man about 
                        a dog.
              He heads to the rest room.
              INT.  HIGH ROLLERS TABLE - CASINO
              Number Two has been watching them.  He presses a BUTTON.
              INT.  BATHROOM - CASINO
              Austin enters to see a gregarious TEXAN in a huge cowboy 
              hat.  Austin enters a stall.  The Texan enters the adjoining 
              stall.
                                    TEXAN
                        Good luck, buddy.  You don't buy 
                        food, you rent it.
                                    AUSTIN
                        Too right, youth.
              INT.  BATHROOM STALL
              Austin sits down.  Behind him, a panel SLIDES OPEN, revealing 
              Patty O'Brien.  His charm bracelet JINGLES.  Austin looks 
              back.  Patty's bracelet is now garotte wire.  He wraps it 
              around Austin's throat.  Austin gets his thumbs between the 
              wire and certain death.
                                    AUSTIN
                             (grunting)
                        Uh, uh!
              INT.  TEXAN'S STALL
              The Texan can only see Austin's feet, which are moving about 
              frantically.  He can hear the
              GRUNTING.
                                    TEXAN
                        Hey pardner, just relax, don't force 
                        it!  Use some creative visualization.
              INT.  AUSTIN'S STALL
              Austin GRUNTS and snaps his head back into Patty O'Brien's 
              crotch.  Patty O'Brien GROANS in agony.
                                    PATTY O'BRIEN
                             (groaning)
                        Ughhhhh...
              Austin breaks free of the charm bracelet/garotte, grabs Patty 
              O'Brien's head, and pulls it between his legs so that it 
              hovers above the toilet bowl.
                                    AUSTIN
                        Who does Number Two work for?
              INT.  TEXAN'S STALL
                                    TEXAN
                        That's right!  Show that turd who's 
                        boss!
              INT.  AUSITN'S STALL
                                    AUSTIN
                        Who does Number Two work for?
                                    PATTY O'BRIEN
                             (quietly, straining)
                        Go to hell.
              Austin drops Patty's head into the toilet and FLUSHES.  We 
              hear MUFFLED GURGLING SOUNDS from Patty O'Brien.
              INT.  TEXAN'S STALL
              The Texan hears all of this, and is now concerned.
              INT.  AUSTIN'S STALL
              Austin reaches into Patty O'Brien's wallet.  We see his Dr. 
              Evil ID card and Alotta's Virtucon business card with her 
              address.
              INT.  BATHROOM
              Austin is leaving his stall.  The Texan can see Patty 
              O'Brien's dead body head-first in the toilet.
                                    TEXAN
                        Jesus Christ, what did you eat?
              ANGLE ON THE FLOOR OF AUSTIN'S STALL
              Patty O'Brien's lifeless hand hits the floor.  The charms 
              come tumbling out: a heart, a moon, a star, and a clover.  A 
              second later, a blue diamond falls out.
              INT.  PSYCHEDELIC SCENE BREAK
              MUSIC:  Psychedelic Wa-wa Pedal Funky Drummer Beat TITLE 
              GRAPHIC:  Love Power Austin and the go-go girl dance crazily.
              EXT.  VEGAS HOTEL - MORNING
              INT.  HOTEL SUITE - DAY
              Vanessa is on the phone on the bed sifting through photos 
              and files on Dr. Evil, Virtucon, etc.
              In the background, through an open door, we see that Austin 
              is asleep on the couch.
                                    VANESSA
                             (into phone)
                        Hello Mum?
              INT.  MRS. KENSINGTON'S HOUSE - LONDON
              An older Mrs. Kensington sits in her suburban English front 
              room.
                                    MRS. KENSINGTON
                             (on phone)
                        Oh, hello Vanessa.  How was the 
                        flight?
                                    VANESSA (V.O.)
                        Great.
                                    MRS. KENSINGTON
                        How's Austin?
                                    VANESSA (V.O.)
                        He's asleep.
                                    MRS. KENSINGTON
                        You didn't...
              INT.  HOTEL SUITE
                                    VANESSA
                        Oh, God no, I made him sleep on the 
                        couch.
              In the background, we see Austin get off the couch.  He is 
              very naked and very hairy.  A strategically placed vase of 
              flowers blocks his naughty bits from view.
                                    MRS. KENSINGTON (V.O.)
                        I'm proud of you.
                                    VANESSA
                        Why?
                                    MRS. KENSINGTON (V.O.)
                        Because you managed to resist Austin 
                        Power's charms.
              Austin moves towards the bathroom away from the flowers.  
              Right in the nick of time, Vanessa holds up a photo of Number 
              Two and looks at it, blocking his naughty parts.
                                    VANESSA
                        Well, God knows he tried, but I've 
                        been rather firm with him, Mummy.  
                        You didn't tell me he was so obsessed 
                        with sex.  It's bizarre.
                                    MRS. KENSINGTON (V.O.)
                        You can't judge him by modern 
                        standards.  He's very much a product 
                        of his times.  In my day he could 
                        have any woman he wanted.
                                    VANESSA
                        What about his teeth?
              SPLIT SCREEN - HOTEL ROOM/MRS. KENSINGTON'S HOUSE
                                    MRS. KENSINGTON
                        You have to understand, in Britain 
                        in the Sixties you could be a sex 
                        symbol and still have bad teeth.  It 
                        didn't matter.
                                    VANESSA
                        I just don't see it.
                                    MRS. KENSINGTON
                        Just wait.  Once Austin gets you in 
                        his charms, it's impossible to get 
                        out.
                                    VANESSA
                        Did you ever...
                                    MRS. KENSINGTON
                        Of course not.  I was married to 
                        your father.
                                    VANESSA
                        Did you ever want to?
                                    MRS. KENSINGTON
                        Austin is very charming, very 
                        debonair.  He's handsome, witty, has 
                        a knowledge of fine wines, 
                        sophisticated, a world-renowned 
                        photographer.  Women want hin, men 
                        want to be him.  He's a lover of 
                        love&emdash; every bit an 
                        International Man of Mystery.
              We hear the TOILET FLUSH.  Mrs. Kensington WIPES off the 
              screen.
              Austin re-enters from left to right, still NAKED.  Vanessa 
              holds up Austin's Fab Magazine shoot from the Sixties, and 
              in perfect timing blocks his crotch from the camera.
                                    VANESSA
                        You didn't answer my question, Mum.
                                    MRS. KENSINGTON (V.O.)
                        I know.  Let me just say this: Austin 
                        was the most loyal and caring friend 
                        I ever had.
              I will always love him.
                                    AUSTIN (V.O.)
                        Good morning, luv, who are you on 
                        the phone with?
                                    VANESSA
                             (to her mother)
                        Do you want to talk to him?
                                    MRS. KENSINGTON (V.O.)
                        No, it's been too long.  Best to 
                        leave things alone.
                                    VANESSA
                             (to Austin)
                        I'm on with a friend!
                             (to her mother)
                        Look, I'd better go.  I love you.
                                    MRS. KENSINGTON (V.O.)
                        I love you, Vanessa.
              Vanessa hangs up.  Austin enters wearing an "Austin Powers" 
              robe.
                                    AUSTIN
                        Good morning, Vanessa!  I hope you 
                        have on clean underwear.
                                    VANESSA
                        Why?
                                    AUSTIN
                        We've got a doctor's 
                        appointment&emdash; an evil doctor's 
                        appointment.
              EXT.  VIRTUCON MAIN ENTRANCE - DRIVEWAY - DAY
              THROUGH BINOCULAR POV CUT-OUTS
              We see a black limousine pull up in front.  Random Task and 
              another BODYGUARD exit the limo and secure the area.
              EXT.  LAS VEGAS - BUSHES
              We see that the binoculars belong to Vanessa.  She and Austin 
              are on a stakeout.  Austin's Jag is in the background.
                                    VANESSA
                        A limousine has just pulled up.
                                    AUSTIN
                        Let me see.
              Austin pulls into frame an extremely long telephoto lens 
              attached to his vintage camera.
              EXT.  VIRTUCON MAIN ENTRANCE
              TELEPHOTO LENS POV
              Two more BODYGUARDS leave the building and approach the limo.  
              Number Two exits the building
              holding Mr. Bigglesworth, the hairless cat.  He's not happy 
              about this, and has a scratch on his cheek.
              FREEZE FRAME.  SFX:  Camera motor drive.
              EXT.  BUSHES
                                    AUSTIN
                        Hello, hello.  That's Dr. Evil's 
                        cat.
                                    VANESSA
                        How do you know?
                                    AUSTIN
                        I never forget a pussy...cat.
              EXT.  FRONT ENTRANCE
              TELEPHOTO LENS POV
              Number Two hands the hairless cat through limo's window.
              FREEZE FRAME.  SFX:  Camera motor drive.
              The limousine speeds off.
              EXT.  BUSHES
                                    VANESSA
                        Let's go get him!
                                    AUSTIN
                        He's too well-protected right now.
                                    VANESSA
                        We can't just sit here, Austin.
                                    AUSTIN
                        Let me tell you a story.  There's 
                        these two bulls on top of a hill 
                        checking out some foxy cows in the 
                        meadow below.  The young bull says, 
                        'hey, why don't we run down the hill 
                        and shag us a cow?', and the wise 
                        old bull replies, 'no, why don't we 
                        walk down the hill and shag all the 
                        cows?'
                                    VANESSA
                        I don't get it.
                                    AUSTIN
                        Well, you know...cows, and shagging.
                                    VANESSA
                        Unfortunately, while you told that 
                        stupid story, Dr. Evil has escaped.
                                    AUSTIN
                        No worries, luv.  We'll just give 
                        Basil a tinkle on the telling bone...
              He notices the way the desert light catches her beauty.
                                    AUSTIN
                        My God, Vanessa, you are so incredibly 
                        beautiful.  Stay right where you 
                        are.
              Austin changes lenses and begins SNAPPING PICTURES.
                                    VANESSA
                        I hate having my picture taken.
                                    AUSTIN
                        You're crazy.  The camera loves you, 
                        Vanessa.
              Vanessa does a few coy poses.
                                    AUSTIN
                        Go, Vanessa, go!
              Vanessa lets go a little bit more.
              WHITE CYC
              Austin and Vanessa are in the midst of a full professional 
              photo shoot, and she's loving it.
              Austin begins SNAPPING pictures, all the while changing her 
              look, touching her hair.
                                    AUSTIN
                        Alright, luv!  Love it!  Turn...pout 
                        for me Vanessa.  Smashing!  Crazy.  
                        Give me some shoulder.
                             (pause)
                        Yes!  Yes!  Yes!
              He motions to her two top buttons of her blouse.  She nods 
              no.  Austin nods yes.  She sheepishly undoes them.  A MONTAGE 
              of her in various gowns, one more exotic and exciting than 
              the other.
                                    AUSTIN
                        Show me love.  Yes!
                             (beat)
                        Smashing!
              Vanessa is flanked by two buff MALE MODELS à la Madonna.
                                    AUSTIN
                        Great!  Great!  Smashing!
                             (beat)
                        Yes!  Yes!  Yes!
                             (beat)
                        No!  No!
              Love it.  Give me love.  Give me mouth.  Give me lips.
                                    (BEAT)
                        Going in very close now.
              He goes in closer.
                                    AUSTIN
                        Give me eyes.
                             (closer)
                        Give me cornea.
                             (closer)
                        Give me aqueous humour.
                             (closer)
                        Coming in closer.  Give me retina, 
                        Vanessa.
                             (closer)
                        Even closer.  Give me optic nerve.
                             (beat)
                        Love it!
                             (beat)
                        And...done.
              He throws the camera down.
                                    AUSTIN
                        I'm spent.  What say you we go out 
                        on the town?
              EXT.  LAS VEGAS STREET - BUS - NIGHT
              Austin and Vanessa are on the top deck of an open air double-
              decker English bus having a full-course formal dinner.  
              They're drinking champagne.
              Austin is cutting sausages into ever-smaller pieces, holding 
              his cutlery very English.  He has cut one piece to the point 
              to which it's a speck.  H puts it on the fork and offers it 
              to her.
                                    AUSTIN
                        Fancy a nibble?
                                    VANESSA
                        I couldn't have another bite.
              They laugh.  They drink.  It's TOM JONES, serenading them.
              They begin to dance.
              Austin gives her roses.  Austin is wooing her.
              EXT.  LAS VEGAS STREET - NIGHT
              They walk along the brightly-lit streets, laughing, enjoying 
              each other's company.  Austin gives Vanessa a pet rock.  She 
              graciously accepts.
              64  LAS VEGAS - SUPERIMPOSITION MONTAGE
              Austin and Vanessa stroll against a changing series of 
              backgrounds&emdash; neon signs, Vegas icons, dice showgirls, 
              etc.
              INT.  HOTEL ROOM
              Sounds of MOANS and GROANS.  We see Austin's backside sticking 
              out above a piece of furniture, then Vanessa's high-heeled 
              leg straining upwards.
                                    VANESSA (O.S.)
                        Watch out, you're on my hair!
                                    AUSTIN (O.S.)
                        Sorry.  Move your hand to the left.  
                        There you go.  Gorgeous.
                                    VANESSA (O.S.)
                        Go!  Just go!
              We hear a SPINNING SOUND.
                                    AUSTIN (O.S.)
                        Left hand, blue.
              We now see that Austin and Vanessa are playing TWISTER.  She 
              reaches for left hand blue and they fall over, laughing.
                                    AUSTIN
                        Wait a tick, I forgot something in 
                        the lobby.
                             (moving behind the 
                             couch)
                        I know what.  I'll take the stairs.
              Behind the couch, Austin mimes going down stairs.
                                    AUSTIN
                        Maybe I'll take the escalator.
              Austin mimes the smooth descent of an escalator.
                                    AUSTIN
                        Why take the escalator when I could 
                        take a canoe?
              Austin mimes rowing a canoe behind the couch.
                                    VANESSA
                        I haven't had fun like that since 
                        college.
                                    AUSTIN
                        I'm sorry.
                                    VANESSA
                        Why?
                                    AUSTIN
                        I'm sorry that bug up your ass had 
                        to die.
              She laughs too much, making a SNORTING sound.
                                    VANESSA
                        Always wanting to have fun, that's 
                        you in a nutshell.
                                    AUSTIN
                        No, this is me in a nutshell.
              Austin mimes being trapped in a nutshell.
                                    AUSTIN
                        Help!  I'm in a nutshell!  What kind 
                        of nut has such a big nutshell?  How 
                        did I get into this bloody great big 
                        nutshell?
              Vanessa laughs again, SNORTING, tipsy.
                                    AUSTIN
                        You're smashed, Vanessa.
                                    VANESSA
                        I am not.
                                    AUSTIN
                        Oh, yes you are.
                                    VANESSA
                        I'm not.  I'm the sensible one.  I'm 
                        always the designated driver.
              They are both on the bed.  She looks at him.  He looks at 
              her.  There is an awkward silence.
              She's about to kiss him, then he pulls away.
                                    AUSTIN
                        I can't.  You're drunk.
                                    VANESSA
                        It's not that I'm drunk, I'm just 
                        beginning to see what my Mum was 
                        talking about.
                             (pause)
                        What was my mother like back in the 
                        Sixties?  I'm dying to know.
                                    AUSTIN
                             (sentimental)
                        She was very groovy.  She was so in 
                        love with your Dad.  If there was 
                        one
              other cat in this world that could have loved your Mum and 
              treated her as well as you Dad did, it was me.  But, 
              unfortunately for yours truly, that train has sailed.
              Austin hears SNORING.  He looks over and sees Vanessa asleep.  
              A distinctive PHONE RINGS and a
              RED LIGHT FLASHES.
              Austin opens one of his funky suitcases to reveal a PICTURE 
              PHONE.  It's Basil Exposition, on an airplane.
                                    BASIL EXPOSITION
                             (on the picture phone)
                        Hello, Austin, this is Basil 
                        Exposition from British Intelligence.  
                        Thank you for confirming the link 
                        between Dr. Evil and Virtucon.  Find 
                        out what part Virtucon plays in 
                        something called Project Vulcan.  
                        I'll need you and Vanessa to get on 
                        that immediately.
                                    AUSTIN
                        Right away, Exposition.
                                    BASIL EXPOSITION
                        Where is Vanessa, by the way?
              Austin looks over at Vanessa's sleeping figure.
                                    AUSTIN
                        She's working on another lead right 
                        now.
                                    BASIL EXPOSITION
                        Then you'll have to go it alone.  
                        Good luck.
                                    AUSTIN
                        Thank you, Basil.
                                    BASIL EXPOSITION
                        Oh, and Austin&emdash;
                                    AUSTIN
                             (knowing)
                        Yes?
                                    BASIL EXPOSITION
                        Let me remind you that because of 
                        the unfreezing process you might 
                        experience flatulence at moments of 
                        extreme relaxation.
                                    AUSTIN
                        Oh, yes.  Thank you.
                                    BASIL EXPOSITION
                        There's one more thing, Austin.
                                    AUSTIN
                        Yes?
                                    BASIL EXPOSITION
                        Be careful.
                                    AUSTIN
                        Thank you.
              Austin looks at Alotta's Virtucon business card.
              INT.  ALOTTA'S JAPANESE STYLE PENTHOUSE
              Austin is in a dark penthouse suite.  Austin passes a piece 
              of art that is very suggestive of the female anatomy.
                                    AUSTIN
                        Paging Dr. Freud.
              He goes over to a credenza where there is a briefcase.  He 
              opens it.
              FULL SCREEN - DOCUMENT
              Austin's photographing the dossier with his miniature 
              camera/pendant.
                                    AUSTIN
                             (photographing)
                        Give it to me baby.  Super.
              We now see that the document outlines all of Virtucon's 
              holdings in a flow-chart fashion.
                                    AUSTIN
                        Pout for me, luv.  Smashing.  Yes!  
                        Yes!  Yes!  No!  No!
              One side of the chart is labeled "Secret Projects."  Under 
              that we see "Human Organ Trafficking", "Carrot Top Movie", 
              and in CLOSE-UP&emdash; "Project Vulcan."
              We see schematics for some sort of subterranean probe and a 
              cross-section of the earth labeled "Crust, Mantel, Core."
                                    AUSTIN
                        And I'm spent.
              The front door opens.  It's Alotta.
                                    AUSTIN
                        You seem surprised to see me.
                                    ALOTTA
                        I thought you'd quit while you were 
                        ahead.
                                    AUSTIN
                        What, and watch all my earnings go...
                             (smug)
                        Down the toilet?
                                    ALOTTA
                        What do you want, Mr...Cunningham, 
                        was it?
                                    AUSTIN
                        Call me Ritchie, Miss Fagina.  May I 
                        call you Alotta...
                             (pause)
                        Please?
                                    ALOTTA
                        You may.
                                    AUSTIN
                        Your boss, Number Two, I understand 
                        that cat's involved in big underground 
                        drills.
                                    ALOTTA
                        Virtucon's main interest is in cable 
                        television, but they do have a 
                        subterranean construction division, 
                        yes.  How did you know?
                                    AUSTIN
                             (smug)
                        I didn't, baby, you just told me.
                                    ALOTTA
                        It's for the mining industry, Mr. 
                        Cunningham.  We can talk about 
                        business later.  But first, let me 
                        slip into something more comfortable.
                                    AUSTIN
                        Behave!
              MUSIC:  "The Look of Love" by SERGIO MENDEZ AND BRAZIL 66 
              Alotta goes behind a Japanese screen.  In silhouette she 
              takes off her clothes and puts on a robe.  She opens a pair 
              of sliding doors to reveal an elaborate Japanese bath grotto.
              INT.  JAPANESE BATH
              She slips off her robe, revealing a DR. EVIL LOGO TATTOO on 
              her shoulder, and enters the water.
                                    ALOTTA
                        Come in.
                                    AUSTIN
                        I'd rather talk about Number Two.
                                    ALOTTA
                        Don't you like girls, Mr. Cunningham?  
                        Come in, and I'll show you everything 
                        you need to know.
              Austin takes off his clothes.  He is extremely hairy.  He 
              goes in.  Alotta produces a soapy sponge and swims over.
                                    ALOTTA
                        May I wash you?
                                    AUSTIN
                        Groovy.
              She washes his back.  Behind his back, she pulls out his 
              wallet and looks through it.  ANGLE ON HIS IDENTIFICATION.  
              It reads "AUSTIN POWERS, INTERNATIONAL MAN OF MYSTERY."
              ANGLE ON HIS VARIOUS CARDS:  CHARGEX, PLAYBOY CLUB, ETC.  
              SHE PUTS HIS WALLET BACK IN HIS
              trousers.
                                    ALOTTA
                        In Japan, men come first and women 
                        come second.
                                    AUSTIN
                        Or sometimes not at all.
                                    ALOTTA
                        Care for some saki?
                                    AUSTIN
                        Sak-i it to me!
              Alotta pours them saki.  Alotta unscrews the diamond in her 
              ring.  A sign on the inside of her ring reads "Relaxation 
              Pills."  She drops two PILLS into his drink.
              Austin takes a sip.  His eyes glaze over.  He's instantly 
              woozy.
                                    ALOTTA
                        How do you feel, Mr. Cunningham?
                                    AUSTIN
                        Mmmm...I feel extreme relaxation.
              A big BUBBLE comes to the surface, right in front of Austin.
                                    AUSTIN
                             (reciting poem)
                        'Pardon me for being rude, It was 
                        not me, it was my food.
              It just popped up to say hello, and now it's gone back down 
              below.'
                                    ALOTTA
                        That's very clever.  Do you know any 
                        other poems?
                                    AUSTIN
                             (reciting in a lofty 
                             tone)
                        'Milk, milk, lemonade.
              Round the corner fudge is made.
              Stick your finger in the hole, And out comes a tootsie roll!'
                                    ALOTTA
                             (genuinely moved)
                        Thank you, that's beautiful.  To 
                        your health.
                                    AUSTIN
                        To my health.
                                    ALOTTA
                        Kiss me.
              They go to kiss.  She notices HIS TERRIBLE TEETH, CLOSE-UP.
                                    ALOTTA
                        Do you mind if I ask you a personal 
                        question?
                                    AUSTIN
                        Is it about my teeth?
                                    ALOTTA
                        Yes.
                                    AUSTIN
                        Damn.  What exactly do you do at 
                        Virtucon?
                                    ALOTTA
                        I'll tell you all in due time, after 
                        we make love.  But first, tell me 
                        another poem.
                                    AUSTIN
                        I think it was Wordsworth who penned 
                        this little gem:  'Press the button, 
                        pull the chain, out comes a chocolate 
                        choo-choo train.'
                                    ALOTTA
                        Oh, you're very clever.  Let's make 
                        love, you silly, hairy little man.
              She glides over to him.
              INT. PSYCHEDELIC SCENE BREAK
              MUSIC:  Psychedelic Wa-wa Pedal Funky Drummer Beat GRAPHIC:  
              The Party Austin and the go-go girl dance crazily.
              INT.  DR. EVIL'S PRIVATE QUARTERS - DAY
              Dr. Evil, Number Two, and Frau Farbissina sit at the large 
              conference table.
                                    DR. EVIL
                        Austin Powers is getting too close.  
                        He must be neutralized.  Any 
                        suggestions?
                                    FRAU FARBISSINA
                        Ya wohl&emdash; I mean, yes wohl, 
                        Herr Doctor.  I have created the 
                        ultimate weapon to defeat Austin 
                        Powers.  Bring on the Fembots!
              MUSIC:  Sexy Matt Helm-type theme THREE FEMBOTS enter.  They 
              are beautiful buxom multiracial girl/robots in Sixties clothes 
              and white go-go boots.
                                    DR. EVIL
                        Breathtaking, Frau.  These automated 
                        strumpets are the perfect bait for 
                        the degenerate Powers.
                                    FRAU FARBISSINA
                        These are the latest word in android 
                        replicant technology.  Lethal, 
                        efficient, brutal.  And no man can 
                        resist their charms.  Send in the 
                        soldiers!
              SEVEN SOLDIERS come in.  They are immediately attracted to 
              the FEMBOTS.  They throw down their guns and come to the 
              girls zombie-like.
              When they get within range, guns POP out of the Fembots' 
              bras and begin FIRING, killing the guards.
                                    DR. EVIL
                        Quite impressive.
                                    FRAU FARBISSINA
                        Thank you, Herr Doctor.
                                    DR. EVIL
                        I like to see girls of that caliber.  
                        By caliber, I mean both the barrel 
                        size of their guns and the high 
                        quality of their character...Forget 
                        it.
              SFX:  60'S ELECTRONIC BUZZER
                                    NUMBER TWO
                        That would be the video feed from 
                        Kreplachistan.
              Dr. Evil and Number Two watch a large screen.  We see stock 
              footage of a Russian warhead.  We cut into a close-up of 
              RUSSIAN SOLDIERS being taken prisoner by VIRTUCON SOLDIERS 
              in the front of a
              military vehicle.
                                    DR. EVIL
                        Gentlemen, Phase One is complete.  
                        The warhead is ours.  Let Phase Two 
                        begin!  Patch us through to the United 
                        Nations security secret meeting room.
              INT.  UN SECRET MEETING ROOM
              REPRESENTATIVES of various countries in their traditional 
              garb around a large UN-style meeting table.  The BRITISH are 
              dressed in bowler hats.  The AMERICANS all look like JFK.  
              The CANADIANS are dressed as Mounties.  The ARABS are dressed 
              in ceremonial robes, etc.
                                    DR. EVIL
                        Gentlemen, my name is Dr. Evil.
              They all look up at the SCREEN.
                                    DR. EVIL
                        In a little while, you'll find out 
                        that the Kreplachistani warhead has 
                        gone missing.  Well, it's in safe 
                        hands.  If you want it back, you'll 
                        have to pay me...ONE MILLION DOLLARS!
              The UN representatives are confused.  Number Two COUGHS.
                                    DR. EVIL
                             (frustrated)
                        Sorry.  ONE-HUNDRED BILLION DOLLARS!
              The representatives ARGUE amongst themselves.
                                    UNITED NATIONS SECRETATY
                        Gentlemen, silence!
                             (to Dr. Evil)
              NOW, MR. EVIL&EMDASH;
                                    DR. EVIL
                             (angry)
                        Doctor Evil!  I didn't spend six 
                        years in evil medical school to be 
                        called 'mister'.
                                    UNITED NATIONS SECRETARY
                        Excuse me.  Dr. Evil, it is the policy 
                        of the United Nations not to negotiate 
                        with terrorists.
                                    DR. EVIL
                        Fine, have it your way.  Gentlemen, 
                        you have five days to come up with 
                        one
              hundred billion dollars.  If you fail to do so, we'll set 
              off the warhead and destroy the world.
                                    UNITED NATIONS SECRETARY
                        You can't destroy the world with a 
                        single warhead.
                                    DR. EVIL
                        Really?  So long.
              The screen goes BLANK.
                                    DR. EVIL
                             (to evil associates)
                        Gentlemen, in exactly five days from 
                        now, we will be one-hundred billion 
                        dollars richer.
                             (laughing)
                        Ha-ha-ha-ha.
                             (slightly louder)
                        Ha-ha-ha-ha.
                                    EVIL ASSOCIATES
                             (laughing with him)
                        Ha-ha-ha-ha.
              DR. EVIL & ASSOCIATES
              (LOUDER AND MORE STACCATO)
              HA-HA-HA-HA-HA!
              (louder again, and even more evil and maniacal)
              HA-HA-HA-HA-HA-HA-HA-HA!
                                    (PAUSE)
                        Ohhhh, ahhhhhh...
                             (pause, quieter)
                        Ohhh, hmmmm.
                             (pause, very quiet)
                        hmn.
              There is an uncomfortable pause, because clearly we should 
              have FADED TO BLACK.  The evil associates look around the 
              room, not knowing what to do with themselves.
                                    DR. EVIL
                        Okay...Well...I think I'm going to 
                        watch some TV.
                                    EVIL ASSOCIATES
                        Okay.  Sure.
              They exit the frame awkwardly.
              INT.  BRITISH MAKESHIFT HQ
              Austin and Vanessa enter past two BRITISH MILITARY POLICEMAN.  
              There is a communications center, a makeshift armory, bunks, 
              etc.
              We see Basil, dressed as the Vegas-era Elvis.
                                    AUSTIN
                        Hello, Exposition.
                                    BASIL EXPOSITION
                        Austin, Vanessa, let me bring you up 
                        to speed.  Dr. Evil has high-jacked 
                        a nuclear warhead from Kreplachistan 
                        and is holding the world ransom for 
                        one-hundred billion dollars.  If the 
                        world doesn't pay up in four days, 
                        he's threatening to destroy the world.
                                    AUSTIN
                        Thank you, Exposition.  Only two 
                        things, scare me, and one is nuclear 
                        war.
                                    BASIL EXPOSITION
                        What's the other?
                                    AUSTIN
                        Excuse me?
                                    BASIL EXPOSITION
                        What's the other thing you're scared 
                        of?
                                    AUSTIN
                        Carnies.
                                    BASIL EXPOSITION
                        What?
                                    AUSTIN
                        Circus folk.
                             (shudders)
                        Nomads, you know.  They smell like 
                        cabbage.
                                    BASIL EXPOSITION
                             (suffering him)
                        Indeed...If we could get back to the 
                        business at hand.  It's one thing to 
                        have a warhead, it's quite another 
                        thing to have the missiles to launch 
                        it.
                                    AUSTIN
                        Maybe these photographs are the last 
                        piece of that puzzle.
                             (hands him the photos)
                        I've uncovered the details on Project 
                        Vulcan.  It's a new subterranean 
                        warhead delivery system.
                                    BASIL EXPOSITION
                        Good God, and underground missile.  
                        We've long feared such a development.
                                    VANESSA
                        When did you find that out, Austin?
                                    BASIL EXPOSITION
                        Austin did some reconnaissance work 
                        at Alotta Fagina's penthouse last 
                        night.
                                    VANESSA
                        Oh.
                                    BASIL EXPOSITON
                        Our next move is to infiltrate 
                        Virtucon.  Any ideas?
                                    VANESSA
                        Yes, Virtucon runs a tour of their 
                        facilities every hour.  I suggest we 
                        pose as tourists and do site-level 
                        reconnaissance.
                                    BASIL EXPOSITION
                        Top drawer, Kensington.  Oh, Austin, 
                        I want you to meet somebody.
              Basil waves to an extremely frail ELDERLY BRITISH LADY.
                                    BASIL EXPOSITION
                        Austin, this is my mother, Mrs. 
                        Exposition.  She's in from Tunbridge 
                        Wells
              in Kent.  Can you believe, she's ninety-two years old?
              Austin hauls off and PUNCHES the lady in the face.
                                    BASIL EXPOSITION
                        My God, Austin, what have you done?
                                    AUSTIN
                        That's not your mother, that's a 
                        man!
              Austin begins tugging on her hair.
                                    MRS. EXPOSITION
                        Owww...my hair!
                                    BASIL EXPOSITION
                        Get away from my mother!
                                    VANESSA
                        Austin, have you gone mad?
              The two guards come over and help Mrs. Exposition to a cot.
                                    MRS. EXPOSITION
                             (through pain)
                        Who is that man?  Why did he hit me?
                                    BASIL EXPOSIION
                        Don't worry, mother.  Lie down.  
                        Austin, you have a lot of explaining 
                        to do.
                                    AUSTIN
                        I'm sorry, Basil, I thought she was 
                        a man.
                                    BASIL EXPOSITION
                        Damn it, man!  You're talking about 
                        my mother!
                                    AUSTIN
                        You must admit, she is rather mannish.  
                        No offense, but if that's a woman, 
                        it looks like she's been beaten with 
                        an ugly stick.
                                    VANESSA
                        Really, Austin!
                                    AUSTIN
                        Look at her hands, baby!  Those are 
                        carpenter's hands.
                                    BASIL EXPOSITION
                        All right, Austin, I think you should 
                        go.
                                    AUSTIN
                        I think if everyone were honest, 
                        they'd confess that the lady looks 
                        exactly like a man in drag.
                                    BASIL EXPOSITION
                        I'm leaving!
                             (pause)
                        Oh, and Austin?
                                    AUSTIN
                        Yes, Basil?
                                    BASIL EXPOSITION
                        Be careful.
                                    AUSTIN
                        Thanks.
              Basil escorts his mother out.
                                    VANESSA
                        Austin, may I have a word with you?
                                    AUSTIN
                        Of course, luv.
                                    VANESSA
                        Listen, I know I'm just being 
                        neurotic, but I can't shake this 
                        suspicious
              feeling about that Italian secretary, Ms. Fagina.  I mean, I 
              don't want to sound paranoid, but I've had some bad 
              relationships in the past, and I have some jealousy issues.  
              You went to her penthouse.  It makes me feel so small to 
              give into these insecurities, but I can't help but feel this 
              weird, irrational, unfocused...well, jealousy.  I'm sorry.
                                    AUSTIN
                        Don't be sorry.  You're right to be 
                        suspicious.  I shagged her.  I shagged 
                        her rotten.
                                    VANESSA
                             (stunned)
                        I can't believe you made love to her 
                        just like that.  Did you use 
                        protection?
                                    AUSTIN
                        Of course, I had my nine-millimeter 
                        automatic.
                                    VANESSA
                        No, did you use a condom?
                                    AUSTIN
                        Only sailors use condoms, man.
                                    VANESSA
                        Not in the Nineties.
                                    AUSTIN
                        Well they should, filthy beggars, 
                        they go from port to port.  Alotta 
                        meant nothing to me.
                                    VANESSA
                             (pause)
                        Well, it means something to me.  If 
                        you want us to have a relationship, 
                        you've got to be a one-woman man.
                                    AUSTIN
                        It was just a shag, Vanessa.  You're 
                        everything to me.
                                    VANESSA
                        You just don't get it, do you, Austin?  
                        Good night.  Welcome to the Nineties, 
                        you're going to be very lonely.
              INT.  HOTEL ROOM - NIGHT
              MUSIC:  "What the World Needs Now" by BURT BACHARACH Austin 
              looks at his address book.  ANGLE ON THE PAGE:  We see a 
              list of names crossed out, with
              comments written in beside them.  Beside Jimi Hendrix we see 
              "Deceased, Drugs"; Janis Joplin, "Deceased, Alcohol"; Mama 
              Cass, "Deceased, Ham Sandwich"; Jerry Garcia. "Deceased, 
              Gratefully"; Jane Fonda, "Square".
              Austin looks at his old pair of Sixties-era canvas sneakers.  
              He picks up his new pair&emdash; REEBOK SHAQ CROSS-TRAINER 
              PUMPS.  He pumps them too much and they explode.
              Austin looks out his window at the lonely city below.  We 
              see the CDs he's just purchased, including SERGEANT PEPPER'S 
              and BURT BACHARACH'S GREATEST HITS.
              Austin goes over to the kitchenette and puts a can of unopened 
              Campbell's Tomato Soup in the microwave and turns it on.  It 
              explodes in a shower of sparks and soup.
              He puts the CD on a record player and drops the needle.  The 
              NOISE is awful.
              Austin plays MORTAL COMBAT III.  His fighter gets his head 
              ripped off, and blood spews out.
              Austin is genuinely frightened by this.
              INT.  BATHROOM
              Austin attempts to use the Water Pik, but the head is too 
              loose and water shoots all around the bathroom.
              EXT.  CAR - STREETS OF LAS VEGAS - NIGHT
              Austin drives alone and sad against the rear-projection of 
              Las Vegas.
              INT.  CASINO BAR - NIGHT
              Austin drinks by himself while a gaggle of EIGHT CONTEMPORARY 
              YOUNG PEOPLE IN LOVE cavort.  They look at him like he's a 
              freak.
              Austin raises a bottle of ZIMA as if to say "hey, I'm down 
              with that".  They shoot him sarcastic peace signs.  Austin 
              is pleased.
              INT.  HOTEL ROOM - DAY
              Austin sits watching the TIME-LIFE The Last Thirty Years 
              video on TV.  Vanessa enters.
                                    AUSTIN
                        Hello, luv.
                                    VANESSA
                        Thirty years of political and social 
                        upheaval.  The fall of the Berlin 
                        wall, a female Prime Minister of 
                        England, the abolishment of Apartheid, 
                        a fascinating tapestry of human strum 
                        und drang.
                                    AUSTIN
                        Yeah, I can't believe Liberace was 
                        gay.  Women loved him, man.  I didn't 
                        see that one coming.
                                    VANESSA
                        Basil was very concerned to know 
                        where you were last night.
                                    AUSTIN
                        Out and about, doing odds and sods.
                                    VANESSA
                        I'll tell him.  By the way, I've 
                        decided we should keep our 
                        relationship strictly professional.
              INT.  THERAPIST'S OFFICE - NEXT DAY
              We're in the middle of a group therapy session, containing 
              six or seven FATHERS with their teenage SONS.  It is 
              emotionally charged.  A lot of pained expressions and coffee 
              in Styrofoam cups.
                                    SON 1
                             (crying)
                        I love you, Dad.
                                    DAD 1
                        I love you, Son.
              They hug.  Everyone APPLAUDS.  We see Dr. Evil and Scott.
                                    THERAPIST
                        That was great, Mr. Keon, Dave.  
                        Thank you.  OK, group, we have two 
                        new member.  Say hello to Scott and 
                        his father, Mr....Ehville?
                                    DR. EVIL
                        Evil, actually, Doctor Evil.
                                    GROUP
                        Hello, Dr. Evil.  Hello, Scott.
                                    SCOTT EVIL
                             (into it)
                        Hello, everybody.
                                    THERAPIST
                        So, Scott, why don't we start with 
                        you.  Why are you here?
                                    SCOTT EVIL
                        Well, it's kind of weird.
                                    THERAPIST
                        We don't judge here.
                                    SCOTT EVIL
                        OK.  Well, I just really met my Dad 
                        for the first time three days ago.  
                        He was partially frozen for thirty 
                        years.  I never knew him growing up.  
                        He comes back and now he wants me to 
                        take over the family business.
                                    THERAPIST
                        And how do you feel about that?
                                    SCOTT EVIL
                        I don't wanna take over the family 
                        business.
                                    DR. EVIL
                        But Scott, who's going to take over 
                        the world when I die?
                                    SCOTT EVIL
                        Not me.
                                    THERAPIST
                        What do you want to do, Scott?
                                    SCOTT EVIL
                        I don't know.  I was thinking, maybe 
                        I'd be a vet or something, cause I 
                        like animals and stuff.
                                    DR. EVIL
                        An evil vet?
                                    SCOTT EVIL
                        No.  Maybe, like, work in a petting 
                        zoo or something.
                                    DR. EVIL
                        An evil petting zoo?
                                    SCOTT EVIL
                             (shouting)
                        You always do that!
                             (calm)
                        Anyways, this is really hard, because, 
                        you know, my Dad is really evil.
                                    THERAPIST
                        We don't label people here, Scott.
                                    SCOTT EVIL
                        No, he's really evil.
                                    THERAPIST
                        Scott.
                                    DR. EVIL
                        No, the boy's right.  I really am 
                        evil.
                                    THERAPIST
                        Don't be so hard on yourself.  You're 
                        here, that's what's important.  A 
                        journey of a thousand miles begins 
                        with one step.
                                    SCOTT EVIL
                        I just think, like, he hates me.  I 
                        really think he wants to kill me.
                                    THERAPIST
                        OK, Scott, no one really wants to 
                        "kill" anyone here.  They say it, 
                        but they don't mean it.
              The group LAUGHS.
                                    DR. EVIL
                        Actually, the boy's quite astute.  I 
                        am trying to kill him.  My Evil 
                        Associates have cautioned against 
                        it, so here he is, unfortunately, 
                        alive.
                                    THERAPIST
                        We've heard from Scott, now let's 
                        hear from you.
                                    DR. EVIL
                        The details of my life are quite 
                        inconsequential.
                                    THERAPIST
                        That's not true, Doctor.  Please, 
                        tell us about your childhood.
                                    GROUP
                        Yes, of course.  Go ahead, etc.
                                    DR. EVIL
                        Very well, where should I begin?  My 
                        father was a relentlessly self-
                        improving boulangerie owner from 
                        Belgium with low-grade narcolepsy 
                        and a penchant for buggery.  My mother 
                        was a fifteen-year-old French 
                        prostitute named Chloe with webbed 
                        feet.  My father would womanize, he 
                        would drink, he would make outrageous 
                        claims, like he invented the question 
                        mark.  Sometimes he would accuse 
                        chestnuts of being lazy.  A sort of 
                        general malaise that only the genius 
                        possess and the insane lament.  My 
                        childhood was typical.
              Summers in Rangoon, luge lessons.  In the spring we'd make 
              meat helmets.  If I was insolent, I was placed in a burlap 
              bag and beaten with reeds.  Pretty standard, really.  At the 
              age of twelve I received my first scribe.  At the
              age of fifteen, a Zoroastrian named Vilma ritualistically 
              shaved my testicles.  There really is nothing like a shawn 
              scrotum.  At the age of eighteen, I went off to evil medical 
              school.  From there...
              ANGLE ON THE THERAPIST AND THE GROUP.  They are stunned.
              PSYCHEDELC SCENE BREAK
              MUSIC:  Psychedelic Wa-wa Pedal Funky Drummer Beat TITLE 
              GRAPHIC:  Sock It To Me Austin and the go-go girl dance 
              crazily.
              EXT.  VIRTUCON HIGH RISE - NEXT MORNING
              INT.  HALLWAY - VIRTUCON
              A TOUR is in progress.  Austin, Vanessa, and other TOURISTS 
              ride on an electric tram.
                                    AUSTIN
                        Since I've been unfrozen, I've had a 
                        rancid taste in my mouth.  Do you 
                        have a piece of gum?
                                    VANESSA
                             (in her own world)
                        Do you think she's prettier than I?
                                    AUSTIN
                        Who?
                                    VANESSA
                        You know who.
                                    AUSTIN
                        No!  Don't lay your hang-ups on me, 
                        Vanessa.  You're being very trippy.
                                    VANESSA
                        I'm looking at you, and the whole 
                        time I can't help thinking you had 
                        your willie inside her hootchie-kooch.
                                    AUSTTIN
                        Well put.  Listen love, we can't 
                        keep having this fight.  I'm an 
                        International Man of Mystery.  
                        Sometimes in the course of my work 
                        to save the world I have to shag 
                        some crumpet.  It's all part of the 
                        job.
                                    TOUR GUIDE
                        Welcome to Virtucon, the company of 
                        the future.
                             (pointing to large 
                             display window)
                        Virtucon is a leading manufacturer 
                        of many items you'll find right in 
                        your own home.  We make steel, 
                        volatile chemicals, petroleum-based 
                        products, and we also own the Franklin 
                        mint, which makes decorative hand-
                        painted theme plates for collectors.
                             (holds up plate)
                        Some plates, like the Gone With The 
                        Wind series, have gone up in value 
                        as much as two-hundred and forty 
                        percent, but, as with any investment, 
                        there is some risk involved.
              The people on the tour APPLAUD.
                                    TOUR GUIDE
                        Coming up on the left, we have the 
                        Virtucon gift shop, offering a wide 
                        range of Virtucon licensed products.  
                        On the right, you'll notice a door 
                        that leads to a restricted area.  
                        Only authorized personnel are allowed 
                        beyond that point.
              INT.  VIRTUCON GIFT SHOP AREA
              All the tourists head for the gift shop.  Austin notices a 
              SEVEN-FOOT-TALL SCIENTIST leaving the "RESTRICTED AREA" with 
              a FOUR-HUNDRED-POUND FEMALE SCIENTIST.  They both wear 
              Virtucon coveralls.
                                    AUSTIN
                        I'll take him, you take her.
              The seven-foot-tall male scientist goes to the men's room; 
              the four-hundred-pound woman goes to the ladies room.  Austin 
              and Vanessa follow.
              We hear from inside either washroom the sound of PEOPLE BEING 
              KNOCKED OUT.
              Austin and Vanessa exit wearing the scientists' coveralls 
              over their clothes.  Magically, the coveralls fit perfectly.   
              They go through the doors into the restricted area.
              INT.  HALLWAY - RESTRICTED AREA
              They approach the security GUARD.
                                    VANESSA
                        Austin, we don't look anything like 
                        our photo badges.
                                    AUSTIN
                        Don't worry, baby.  I picked up a 
                        mind control technique during my 
                        travels to India.  I learned it from 
                        my guru, the late Guru Shastri, a 
                        chaste man who mysteriously died of 
                        a disease that had all the hallmarks 
                        of syphilis.
              Just watch me.  Watch me, now.
              They reach the guard.
                                    GUARD
                        Hi, folks.  You're entering a 
                        restricted zone.  Can I see your 
                        security badges?
                                    AUSTIN
                        Sure.
              They flash their security badges to the guard.
              ANGLE ON AUSTIN.  WE PUSH IN SLOWLY AS AUSTIN CONCENTRATES, 
              RAISING ONE EYEBROW AND THEN THE
              other, back and forth.
              MUSIC:  Mystical Indian sitar.
                                    AUSTIN
                             (hypnotist-like)
                        Everything seems to be in order.
                                    GUARD
                             (looking at the badges)
                        Hey, wait a minute&emdash;
              ANGLE ON AUSTIN.  He redoubles his eye-brow-raising.
                                    GUARD
                             (trance-like, in 
                             Austin's English 
                             accent)
                        Everything seems to be in order.
                                    VANESSA
                        That's amazing.  Let's go!
                                    AUSTIN
                        Hold on one second.
              Austin again does his mind control trick.
                                    AUSTIN
                        Here, have a piece of gum.
                                    GUARD
                             (in trace)
                        Here, have a piece of gum.
              He hands Austin a piece of gum.
                                    AUSTIN
                        Don't mind if I do.
                                    GUARD
                             (slipping out of trance)
                        Hey!  Wait a minute, that's my last 
                        piece of gum.
              Austin does his mind-control again.
                                    AUSTIN
                        No, no, I want you to have it, even 
                        if it's my last piece.
                                    GUARD
                             (trance-like)
                        No, no, I want you to have it, even 
                        if it's my last piece.
                                    AUSTIN
                             (mind-controlling)
                        I'm going to go across the street 
                        and get you some sherbert.
                                    VANESSA
                             (irritated)
                        Austin, we have to go!
              She pulls him away.
                                    GUARD (O.S.)
                             (faintly)
                        I'm going to go across the street 
                        and get you some sherbert.
              Austin and Vanessa come to a door marked "PROJECT VULCAN - 
              TOP SECRET."  They walk through.
              INT.  PROJECT VULCAN RESEARCH ROOM
              Inside, SCIENTISTS wearing head-to-toe radiation suits 
              surround and inspect a huge diamond-encrusted drill bit.
                                    SCIENTIST
                        This is the strongest, sharpest drill 
                        bit ever produced by man.  It weighs 
                        fifteen metric tones and can bore 
                        through a mile-thick bedrock of solid 
                        granite in seven seconds.
              INT.  VIRTUCON GIFT SHOP AREA - TOUR TRAM
              A SECURITY GUARD and the tour guide take a head count.  They 
              notice Austin and Vanessa's empty seats on the tram.  The 
              guard speaks into his walkie-talkie.
              INT.  PROJECT VULCAN RESEARCH ROOM
              SFX:  ALARM GOES OFF
                                    ANNOUNCER
                             (on PA)
                        Attention, there are intruders in 
                        the complex.
              All the radiation suited scientists turn to look at Austin 
              and Vanessa.
                                    SCIENTIST
                        Get them!
              The scientist approach.  Austin knocks two of them out cold 
              with judo chops.
                                    AUSTIN
                        Judo chop!  Judo chop!
              Vanessa knocks two of them out using roundhouse kicks.  
              SECURITY GUARDS flood into the room from the hallway.  Austin 
              and Vanessa take off through another side door which reads 
              "VIRTUCON
              STEAMROLLER TESTING FACILITY."
              INT.  STEAMROLLER TESTING FACILITY
              It is a room the size of a large gymnasium overseen by a 
              large observation booth.  Six STEAMROLLER go around a test 
              track very slowly.
              Austin and Vanessa hide behind one of the slowly moving 
              steamrollers.  Security guards enter the facility and begin 
              fanning out in a search.
                                    AUSTIN
                        Our only way out of here is to drive 
                        out!
              They climb up the back of a steamroller, KNOCK OUT the DRIVER, 
              push him off, and assume the controls.
                                    P.A. (O.S.)
                        There they are!
              Two SECURITY GUYS jump on either side of the steamroller.  
              Vanessa wrestles the machine gun off on and pushes him away.  
              Austin punches the other one off.
                                    AUSTIN
                        Hang on!  I'm going to floor it!
              He engages a lever.  It goes only slightly faster.
              TWO SECURITY GUARDS jump in front of the steamroller.  They 
              are acting like they're frozen, ad if in the headlights of a 
              fast-approaching car.
                                    GUARD
                        Noooooooooooooo!
                                    AUSTIN
                        Where did you learn to shoot?
                                    VANESSA
                        Where did you learn to drive?
              ANGLE ON THE GUARDS.  ONE OF THE GUYS JUMPS OUT OF THE WAY 
              AS IF "IN THE NICK OF TIME."  THE
              steamroller is now 8 yards away.  The other army guy is still 
              frozen in the path of the oncoming steamroller.
                                    GUARD
                        Noooooooooooooo!
                                    VANESSA
                        Austin, watch out!
                                    AUSTIN
                             (looking around)
                        Where?  Where?
              ANGLE ON THE GUARD.  HE'S BATHED IN THE HEADLIGHTS OF THE 
              STEAMROLLER, WHICH IS STILL 3 YARDS
              away.
                                    GUARD
                        Noooooooooooooo!
              ANGLE ON AUSTIN AND VANESSA.  AUSTIN IS FRANTICALLY JERKING 
              THE STEERING WHEEL AND TRYING TO
              downshift.  SFX:  Metal grinds.  The shifter breaks off along 
              with a gaggle of wares.  He desperately jams on the breaks.
              ANGLE ON THE GUARD.  HE IS FINALLY RUN OVER BY THE 
              STEAMROLLER.  THERE IS AN INORDINATE AMOUNT OF
              blood and guts.
              By now, Austin and Vanessa are right by the door.  They run 
              out into the hallway.
              INT.  HALLWAY
              The coast is clear.
                                    VANESSA
                        Thank God, Austin, we made it.
                                    AUSTIN
                        Yes, act naturally and we'll split 
                        this scene the way we came in, 
                        Vanessa.
              From behind, a HAND knocks Vanessa and Austin out.  It is 
              Random Task flanked by four SECURITY
              GUARDS.
              INT.  STEAMROLLER TESTING FACILITY
              We see the aftermath.  Several WORKMEN sweep up the blood 
              and guts with large squeegees and brooms.  One of them turns 
              to reveal "Steamroller Accident Response Team" written on 
              his jumpsuit.
              Another WORKMAN leans down to the body with a hand broom and 
              dust pail to sweep up blood.  ZOOM IN on the steamrolled 
              Army guy's ID tag, which reads "STEVE HARWIN."
              EXT.  SUBURBAN HOUSE - LOS ANGELES
              It is a pleasant, Marcus Welby-like ranch-style house.  We 
              hear a PHONE RINGING.
              INT.  KITCHEN
              A pleasant-looking MIDDLE AGED LADY answers the phone.
                                    MIDDLE AGED LADY
                        Hello?
                             (pause)
                        Yes, this is Mrs. Harwin.
                             (pause)
                        Yes, I have a son named Steve Harwin.
                             (pause)
                        Yes, that's right, he's a henchman 
                        in Dr. Evil's Private Army.
                             (pause)
                        What?  Killed?
                             (pause)
                        How?
                             (pause)
                        Run over by a steamroller?  Oh my 
                        God.  Thank you for calling.
              She HANGS UP.  A FOURTEEN-YEAR-OLD enters.
                                    FOURTEEN-YEAR-OLD
                        Hi Mom!  When's Steve coming home?  
                        He said he was going to teach me to 
                        play ball.
                                    MRS. HARWIN
                        Sit down, Billy, I have some bad 
                        news.  As you know, your brother 
                        Steven was a henchman in Dr. Evil's 
                        Private Army.
                                    BILLY
                        Was?  What is it, Mom?
                                    MRS. HARWIN
                        Your brother was run over by a 
                        steamroller.
                                    BILLY
                        A steamroller?
                             (bursting into tears)
                        No, not Steve!  Since Dad died, 
                        Steve's been like a father to me.
                                    MRS. HARWIN
                        I'm sorry son.  People never think 
                        how things affect the family of the 
                        henchman.
                             (hugging him)
                        I love you, Billy.
                             (to herself, out loud)
                        I wonder if we'll be able to receive 
                        Steve's henchman's comp.
              CAMERA PANS to a high-school photograph of Steve on the wall.
              INT. PSYCHEDELIC SCENE BREAK
              MUSIC:  Psychedelic Wa-wa Pedal Funky Drummer Beat
              TITLE GRAPHIC:  The Pad Austin and the go-go girl dance 
              crazily.
              EXT.  VEGAS - HIGHWAY
              We see a Virtucon electric minivan humning along.
              INT.  BACK OF ELECTRIC MINIVAN
              Austin and Vanessa are unconscious.
              EXT.  HIGHWAY
              The electric minivan turns onto a dirt road that leads to a 
              boulder.
              EXT.  DESERT - BOULDER
              The boulder lifts up and the minivan drives into it.
              INT.  UNDERGROUND TUNNEL
              The minivan enters a long cylindrical tunnel.
              INT.  FREIGHT ELEVATOR
              The minivan is being lowered on a high-speed elevator.
              INT.  DR. EVIL'S MAIN CHAMBER
              VIRTUCON ARMY MEMBERS keep watch.  SCIENTISTS check 
              clipboards.
                                    DR. EVIL
                        Frau Farbissina, check on our guests.
              The electric minivan pulls up right next to the immense table.  
              All the evil associates are present.  Dr. Evil squeezes a 
              tennis ball repeatedly.  Frau Farbissina opens the rear hatch 
              of the minivan and pulls out Austin and Vanessa.
                                    DR. EVIL
                        Welcome to my underground lair, Mr. 
                        Powers.  Mrs. Kensington's daughter, 
                        how lovely.  I believe your name is 
                        Vanessa?  I'd shake your hands, except 
                        for obvious reasons.
                                    VANESSA
                        I don't understand.
                                    DR. EVIL
                        My hand, dammit!  Look at it!
                                    AUSTIN
                        What's wrong with your hand?
                                    DR. EVIL
                        Don't try to suck up to me!  It's a 
                        little late for that.  I'm a freak!
              Look at it, it's been rendered useless.
              He moves his arm around to show them, but it's virtually 
              normal, just slightly aged.
                                    AUSTIN
                        I'm sorry, baby, I'm just not grocking 
                        your head space.
                                    DR. EVIL
                        Oh forget it.  As a fellow player on 
                        the international stage, Mr. Powers, 
                        I'm sure you'll enjoy watching the 
                        curtain fall on the third and final 
                        act.
              A large telescreen comes on, showing the United Nations Secret 
              Meeting Room.
                                    DR. EVIL
                        Gentlemen, I give you the Vulcan.
              He presses a button on his chair panel.  A giant canvas falls, 
              unveiling an ultra-high tech diamond-bladed subterranean 
              bore&emdash; the VULCAN.  It is rather phallic.
                                    AUSTIN
                             (under his breath to 
                             Vanessa)
                        Does that make you horny?
                                    VANESSA
                             (under her breath)
                        Not now, Austin.
                                    DR. EVIL
                        The world's most powerful subterranean 
                        drill.
              INT.  UNITED NATIONS SECRET MEETING ROOM
              ON SCREEN:  Stock footage of volcanoes erupting and animated 
              charts of magma squirting through the Earth's layers.
                                    DR. EVIL
                             (voice over)
                        So powerful it can penetrate the 
                        Earth's crust, delivering a 50 kiloton 
                        nuclear warhead into the planet's 
                        hot liquid core.  Upon detonation, 
                        every volcano on the planet will 
                        erupt.
              The various representatives are ABUZZ.  Behind the British 
              delegation sits Basil Exposition.  To his right, sits Mrs. 
              Exposition with a hideous BLACK EYE.
                                    AMERICAN UN REPRESENTATIVE
                        Why should we pay him the money?  
                        He's only got one warhead and he's 
                        going to detonate it deep underground.
                                    BASIL EXPOSITION
                             (the light shifts 
                             towards dramatic as 
                             he speaks)
                        My God, man, don't you understand?  
                        It won't just be active volcanoes, 
                        inactive ones will erupt as well.  
                        Seven-eighths of the Earth's land 
                        mass will be deluged with hot magma.  
                        Tectonic plates will shift, causing 
                        massive earthquakes.  Imagine no 
                        United Kingdom.  Think of it, no 
                        cricket, no tea, no freshly toasted 
                        crumpets smothered with Devonshire 
                        clotted cream, the diving mystery of 
                        Stonehenge.  Imagine severing forever 
                        the continuity of Britannic majesty, 
                        the demise of this sceptered isle, 
                        this jewel, this England...
                                    BRITISH UN REPRESENTATIVE
                        Any word from Powers?
                                    BASIL EXPOSITION
                             (back to normal)
                        I'm afraid we've lost contact with 
                        him.
                                    BRITISH UN REPRESENTATIVE
                        I see.
                                    UNITED NATIONS SECRETARY
                        Dr. Evil, it seems we have no choice 
                        but to pay your ransom.
              INT.  DR. EVIL'S MAIN CHAMBER
                                    DR. EVIL
                        Gentlemen, your deadline is in three 
                        hours.  You have your instructions.
              Good-bye.
              The screen goes BLACK.
                                    DR. EVIL
                        Come join us for dinner, won't you 
                        Mr. Powers?
              INT.  DR. EVIL'S PRIVATE QUARTERS
              Austin and Vanessa are seated at a table with Frau.  WAITERS 
              serve food.
              MUSIC:  Sexy Matt Helm-type theme
                                    DR. EVIL
                        I think you'll enjoy the food.  I 
                        have the best chef in the world.  
                        His name is Ezekial.  He's made of 
                        seventy-five percent plastic.
              Scott enters.
                                    DR. EVIL
                        Scott my boy, come here.  How was 
                        your day?
                                    SCOTT EVIL
                        Well, me and a buddy went to the 
                        video arcade in town and, like, they 
                        don't speak English right, and so my 
                        buddy gets into a fight, and he goes 
                        'hey, quit hassling me cause I don't 
                        speak French or whatever', and the 
                        other guy goes something in Paris 
                        talk, and I go 'um, just back off' 
                        and he goes 'get out' and I go 'make 
                        me'.
                                    DR. EVIL
                             (trying to hide 
                             contempt)
                        Fascinating.  What are your plans 
                        for this evening?
                                    SCOTT EVIL
                        Thought I'd stay in.  There's a good 
                        tittie movie on Skinemax.
                                    DR. EVIL
                        And that's how you want to live your 
                        life, is it?
                                    SCOTT EVIL
                        Yeah.  What?
              ANGLE ON A PANEL OF BUTTONS THAT HAS EVERYONE'S NAMES ON IT.  
              DR. EVIL'S HAND HOVERS OVER THE
              button labeled "SCOTT."  Frau Farbissina slaps his hand away.
                                    DR. EVIL
                        Scott, I want you to meet Daddy's 
                        nemesis, Austin Powers.
                                    SCOTT EVIL
                        Why are you feeding him?  Why don't 
                        you just kill him?
                                    DR. EVIL
                        In due time.
                                    SCOTT EVIL
                        But what if he escapes?  Why don't 
                        you just shoot him?  What are you 
                        waiting for?
                                    DR. EVIL
                        I have a better idea.  I'm going to 
                        put him in an easily-escapable 
                        situation involving an overly-
                        elaborate and exotic death.
                                    SCOTT EVIL
                        Why don't you just shoot him now?  
                        Here, I'll get a gun.  We'll just 
                        shoot him.  Bang!  Dead.  Done.
                                    DR. EVIL
                        One more peep out of you and you're 
                        grounded.  Let's begin.
              A PRIVATE ARMY SOLDIER grabs Austin and Vanessa.  Dr. Evil 
              hits a button.  One whole wall slides out to reveal a tank.
                                    DR. EVIL
                        Mr. Powers, Vanessa, some friends of 
                        mine are joining us for dinner.
              They're quite delighted you'll be part of the meal.
              The soldier takes Austin and Vanessa to the tank and puts 
              them in the dipping mechanism.
                                    AUSTIN
                        Dr. Evil, do you really expect them 
                        to pay?
                                    DR. EVIL
                        No, Mr. Powers, I expect them to 
                        die.  Even after they pay me the 
                        money, I'm still going to melt all 
                        the cities of the world with hot 
                        magma.
                             (to guard)
                        All right, guard, begin the 
                        unnecessarily Slow-Moving Dipping 
                        Mechanism.
              The guard do so.  Austin and Vanessa begin to descend slowly 
              towards the surface of the water.
                                    DR. EVIL
                        Release the sharks!
                             (to the room)
                        All the sharks have had laser beams 
                        attached to their heads.  I figure 
                        every creature deserves a warm meal.
                                    FRAU FARBISSINA
                             (clearing her throat 
                             nervously)
                        Dr. Evil?
                                    DR. EVIL
                        Yes, what is it?  You're interrupting 
                        my moment of triumph.
                                    FRAU FARBISSINA
                        It's about the sharks.  Since you 
                        were frozen, they've been placed on 
                        the Endangered Species List.  We 
                        tried to get some, but it will take 
                        months to clear up the red tape.
                                    DR. EVIL
                             (disappointed)
                        Right.
                             (to Austin)
                        Mr. Powers, we're going to lower you 
                        in a tank of piranhas with laser 
                        beams attached to their heads.
              Frau clears her throat again.
                                    DR. EVIL
                        What is it now?
                                    FRAU FARBISSINA
                        Well, we experimented with lasers, 
                        but you would be surprised at how 
                        heavy they are.  They actually 
                        outweighed the piranha themselves, 
                        and the fish, well, they sank to the 
                        bottom and died.
                                    DR. EVIL
                        I have one simple request&emdash; 
                        sharks with friggin' laser beams 
                        attached to their heads, and it can't 
                        be done?  Remind me again why I pay 
                        you people?
              What do we have?
                                    FRAU FARBISSINA
                        Sea bass.
                                    DR. EVIL
                        Right.
                                    FRAU FARBISSINA
                        They're mutated sea bass.
                                    DR. EVIL
                        Really?  Are they ill-tempered?
                                    FRAU FARBISSINA
                        Please allow me to demonstrate.
              Frau Farbissina throws a leg of lamb attached to a rope 
              towards the tank, where the WATER BUBBLES and sea bass arch 
              through the air.  The sea bass devour the lamb.  She pulls 
              the rope back.  The lamb has been eaten to the bare bone.
                                    DR. EVIL
                        Fine.  Whatever.  Mutated, ill-
                        tempered sea bass it is.
                             (to the room)
                        Come, let's return to dinner.  Close 
                        the tank.
                                    SCOTT EVIL
                        Aren't you going to watch them?  
                        They'll get away!
                                    DR. EVIL
                        No, we'll leave them alone and not 
                        actually witness them dying, and 
                        we'll just assume it all went to 
                        plan.
                                    SCOTT EVIL
                        I have a gun in my room.  Give me 
                        five seconds, I'll come back and 
                        blow their brains out.
                                    DR. EVIL
                        No Scott.  You just don't get it, do 
                        you?
              Dr. Evil presses a button; the wall closes back over the 
              tank.
              INT.  TANK AREA
              Austin and Vanessa slowly descend towards the water.  They 
              can see the WATER BUBBLING beneath them.
                                    VANESSA
                        What's your plan?
              Just then, a SEA BASS jumps out of the water, just missing 
              Austin.
                                    AUSTIN
                        First, I plan to soil myself.  Then, 
                        I plan to regroup and think about 
                        the next move.  Any thoughts?
                                    VANESSA
                        Sadly, no.  Hold on!  I always keep 
                        this on me just in case.
              She pulls out a container of dental floss.
                                    AUSTIN
                        All right, I get it.  I have bad 
                        teeth.  You have to understand, in 
                        Britain in the Sixties you could be 
                        a sex symbol and still have bad teeth.  
                        It didn't matter.
                                    VANESSA
                        No, no, no.  We'll use the floss to 
                        get to the ledge.
                                    AUSTIN
                        Smashing idea!  Give it to me.
              Austin takes the container and draws out four feet of dental 
              floss and spins the container above his head like a bolo.  
              He throws it and it wraps around a RADIATOR and it catches 
              like a grappling hook.
              Austin begins drawing out the floss to take up the slack.  
              Meanwhile, the slow-dipping mechanism is edging towards the 
              sea bass.  Unfortunately, Austin is still drawing out the 
              floss.  He keeps pulling out floss.
              More floss still.  The mechanism continues to sink.  Finally, 
              the floss line goes TAUT.  Austin ties it off high on the 
              pole of the slow-dipping mechanism.  Austin holds out his 
              hand like a surgeon&emdash;
              Vanessa places a tube of toothpaste in his hand.  Meanwhile 
              the guard is reaching to undo the floss.  Austin places the 
              open tube on his palm, aimed at the guard.  Vanessa WHISTLES 
              at the guard loudly.  He turns around.
                                    AUSTIN
                        Judo chop!
              Austin JUDO CHOPS the toothpaste tube, sending a stream of 
              toothpaste into the guard's eyes.
                                    GUARD
                             (screaming, rubbing 
                             his eyes)
                        My eyes!  My eyes!
              Austin folds the tube across the top of the wire, grabbing 
              both ends.
                                    AUSTIN
                        Hold on, Vanessa!
              She grabs onto him and they slide down the floss to safety 
              right as the dipping mechanism goes under the water.  
              Meanwhile, the guard waits for them with toothpaste smeared 
              all over his face.
              He and Austin STRUGGLE.
              The guard manages to get Austin pinned to the ground, Austin's 
              head dangling over the water.  SEA
              BASS circle.  The water boils, dangerously close to Austin's 
              head.
                                    VANESSA
                             (shouting)
                        Austin, watch out!
              Austin FLIPS the guard over.  The SEA BASS chew the guard's 
              head off like a blender.
                                    AUSTIN
                        Not a good time to lose one's head.
                                    VANESSA
                        Indeed.
                                    AUSTIN
                        That's not the way to get ahead in 
                        life.
                                    VANESSA
                        Yes.
                                    AUSTIN
                        It's a shame he wasn't more 
                        headstrong.
                                    VANESSA
                        Shut up.
                                    AUSTIN
                        Fair enough.
              They head out a door.  ANGLE ON THE HEADLESS TORSO.  The 
              name tag reads "JOHN SMITH."
              EXT.  HOOTERS RESTAURANT - DAY
              It is a sports bar-type restaurant that has scantily clad 
              BUSTY WAITRESSES.
              INT.  HOOTERS RESTAURANT
              At a table we see fifteen or so TWENTY-SOMETHING GUYS, 
              scouting chicks, drinking mugs of beer.
                                    GUY 1
                        I can't believe John Smith is getting 
                        married tomorrow.
                                    GUY 2
                        Where is Smittie anyways?  It's not 
                        like him to be late for anything, 
                        especially his own stag party.
                                    GUY 3
                        Well, you know he's a henchman for 
                        Dr. Evil.  Sometimes they work late.  
                        Can I just say something that may 
                        sound a little sappy?  I think it's 
                        a testament to our friend John that 
                        so many of his buddies showed up in 
                        his honor.  There's a lot of love in 
                        this room.
              A large-breasted WAITRESS approaches with a phone.
                                    WAITRESS
                        Hi, I have a phone call here for the 
                        John Smith party.
                                    GUY 1
                        Hello?
                             (pause)
                        Yes, I have a friend named John Smith.
                             (pause)
                        That's right, he's in Dr. Evil's 
                        private army.
                             (pause)
                        What?  He's dead?
                             (pause)
                        Decapitated by mutated flying sea 
                        bass?  Oh my God!  OK, thank you.
              He hangs up.
                                    GUY 2
                             (to Guy 1)
                        Hey Bill, what's wrong?  Was that 
                        John?  Is he coming late?
                                    GUY 1
                        Guys, John's not coming.
                                    GUY 2
                        Why?
                                    GUY 1
                        He was decapitated by mutated flying 
                        sea bass.
                                    GUYS
                             (upset)
                        Oh no, oh my God, etc.
                                    GUY 1
                        All right, to Smittie!
              Everyone raises their glasses.
                                    GUYS
                        To Smittie!
              INT.  PSYCHEDELIC SCENE BREAK
              MUSIC:  Psychedelic Wa-wa Pedal Funky Drummer Beat TITLE 
              GRAPHIC:  Out of Sight Austin and the go-go girl dance 
              crazily.
              INT.  CORRIDOR
              Austin and Vanessa drive a Dr. Evil golf cart down a brightly-
              lit, narrow corridor to a doorway marked "Emergency Exit."
                                    VANESSA
                        What do we do now?
                                    AUSTIN
                        We've got a freaked out square and 
                        world annihilation is his bag.  You 
                        go get help.  I'm gonna stay here 
                        and keep an eye on the bad Doctor.
                                    VANESSA
                        I'm not going anywhere.  We're a 
                        team.
                                    AUSTIN
                        Too right, youth.  That's why I need 
                        you to lead the troops.
                                    VANESSA
                        I'll hurry back.
                                    AUSTIN
                        Listen, Vanessa, whatever happens, I 
                        just want you to know that I feel 
                        bad about shagging that Italian girl.  
                        I had a sip of sake and all of the 
                        sudden, I don't know what happened.  
                        The whole time I was shagging 
                        her&emdash; I mean really shagging 
                        her, I mean it was crazy, I was like 
                        a huge mechanical piston, in and 
                        out, IN and OUT!&emdash;
                                    VANESSA
                             (cutting him off)
                        Austin, what's your point?
                                    AUSTIN
                        Anyways, what I'm trying to say is 
                        that if you want me to be a one-woman 
                        man, well, that's just groovy, 
                        because...I love you.
                                    VANESSA
                        Oh, behave!
              Vanessa goes out the door.
              INT.  LADDER
              Vanessa starts climbing up the ladder.
              INT.  CORRIDOR
              Austin tries to turn the cart around in the narrow corridor.  
              He begins a twenty-seven point turn.
              INT.  DR. EVIL'S PRIVATE QUARTERS
              Dr. Evil, Scott and the evil associates finish dinner.
                                    DR. EVIL
                        Come, everyone, let us repair to the 
                        main chamber.  Project Vulcan is 
                        about to begin.  Scott, are you 
                        coming?
                                    SCOTT EVIL
                        I don't want to.
                                    DR. EVIL
                        Don't you want to see what Daddy 
                        does for a living?
                                    SCOTT EVIL
                             (under his breath)
                        Blow me.
                                    DR. EVIL
                        What did you say?
                                    SCOTT EVIL
                        Show me.
              They all go towards a giant door with the radiation symbol 
              painted on it.
              INT.  CORRIDOR
              Austin's still trying to turn the cart around.  PULL BACK TO 
              REVEAL&emdash; The cart is completely wedged perpendicularly 
              in the corridor.  Austin jumps out and starts
              running down the hall.  Austin comes to a T in the hall and 
              goes around the corner.  He sees two GUARDS and ducks into a 
              door.
              INT.  FEMBOT LAIR
              Inside are SEVEN FEMBOTS lounging in various seductive poses 
              on Sixties furniture&emdash; egg chairs, trapezes, round 
              furry bed, etc.
              MUSIC:  Sexy Matt Helm-type theme
                                    AUSTIN
                        Hello, hello.
                                    FEMBOT
                        Hello, Mr. Powers, care to have a 
                        little fun?
                                    AUSTIN
                             (looking at his watch)
                        No, actually, I have to save the 
                        world.
              He runs towards to door to exit.  Suddenly, A PAIR OF FEMALE 
              LEGS drop and wrap around Austin's neck and lift him up.  
              His feet leave the floor.
              Another FEMBOT cartwheels up to Austin.  Nozzles pop out of 
              the tips of the Fembot's bra.
                                    AUSTIN
                        Is it cold in here?
              A cloud of multicolored gas spews from the nozzles.  Austin 
              is overcome.  The room starts to spin.
              INT.  DR. EVIL'S MAIN CHAMBER - CONTROL AREA
              Dr. Evil sits into his chair with his radiation suit on.
                                    DR. EVIL
                        Arm the probe!
              A small electric flatbed comes in carrying the nuclear 
              warhead.  A PHALANX of Dr. Evil's soldiers run beside it.  
              The cart approaches the subterranean probe and the warhead 
              is loaded up into its tail.
              INT.  FEMBOT'S LAIR
              Austin is on the bed being held down by the Fembots.  
              Psychedelic music plays.  Projected colored swirling lights 
              flash.  The Fembots swirl around seductively.
                                    AUSTIN
                             (delirious)
                        I've got to get Dr. Evil!
                             (eyes closed, fingers 
                             in his ears)
                        Margaret Thatcher naked on a cold 
                        day!  Margaret Thatcher naked on a 
                        cold day!  Margaret Thatcher naked 
                        on a cold day!
              INT.  DR. EVIL'S MAIN CHAMBER
              The (very phallic) Vulcan droops to its down position.
                                    DR. EVIL
                        Probe in place.
              TECHNICIANS in "VIRTUCON" lab coats scurry about, being 
              technical.
                                    DR. EVIL
                        Five minutes to go.  Let the 
                        penetration countdown begin.
              Dr. Evil presses a button marked "PENETRATION BEGIN."  Next 
              to it is a large button that says "ABORT."  ANGLE ON AN 
              EASTERN EUROPEAN TECHNICIAN at a microphone.
                                    EASTERN EUROPEAN TECHNICIAN
                             (on PA, very slowly, 
                             with very thick accent)
                        Five minutes and COUN-ting.
              EXT.  DESERT
              Vanessa leads fifteen COMMANDOS on ATCs across the sand.
              INT.  FEMBOT LAIR
              Two Fembots guard the door and five are on the bed in come-
              hither poses.
                                    FEMBOT
                        You can't resist us, Mr. Powers.  
                        Eventually you'll give in.
                                    AUSTIN
                        Au contraire, I think you can't resist 
                        me.
              MUSIC:  Sexy Matt Helm-type theme Austin starts his seductive 
              dance.  He does a quick head count of the Fembots, reaches 
              out of frame, pulls out eight cigarettes, put them in his 
              mouth and lights them with a blowtorch.
              He throws seven cigarettes one by one.  Each cigarette lands 
              perfectly in a different Fembot's mouth.  Austin smokes the 
              remaining cigarette.
              Austin begins to do a seductive striptease.  The Fembots are 
              aroused.  He takes off his shirt, revealing his hairy chest, 
              and focuses his sexual energy on one Fembot.
              She begins to shake violently, her head shaking back and 
              forth like in Jacob's Ladder.
              Eventually her head explodes.  Austin is now stripped down 
              to his Union Jack bikini briefs and
              turns to another Fembot.  Her head explodes.
              He takes off his shoes and throws them away cavalierly.  
              Then he tosses down his lit cigarette and grinds it with his 
              bare foot.  He gives a look of disguised pain.
              He mouths "I love you" to another Fembot.  Her head explodes.  
              He does the 'I'll call you' hand signal to yet another Fembot, 
              whose head explodes.
              Austin does a hip-thrust to another and her head explodes.  
              Austin leans over and wags his rump to the two remaining 
              Fembots.
                                    AUSITN
                        Oh, I fell over.
              Their heads explode simultaneously.  All the Fembots are 
              lying on the floor, smoking.  Just then, Vanessa enters, 
              flanked by a COUPLE OF COMMANDOS.  She surveys the scene and 
              looks at Austin in his briefs.  She's hurt.  The commandos 
              salute Austin.
                                    AUSTIN
                        It's not what it looks like, Vanessa.
                             (to the commandos)
                        At ease, boys.
                                    VANESSA
                             (glancing down)
                        Likewise.
                                    AUSTIN
                        I can explain.  They attacked me.  
                        Gas came out of her...well, and then 
                        they...and I...
                                    VANESSA
                        I believe you, Austin.  Let's go.
                                    AUSTIN
                        Hold on a tick, let me put on my 
                        togs.
              INT.  MAIN CHAMBER
              Austin and Vanessa lead FIFTEEN COMMANDOS into the chamber 
              and GUNFIRE breaks out.  Two CATWALKS run the length of the 
              chamber, meeting at the door to the control area.
              The commandos split into two groups and lob grenades at the 
              PRIVATE ARMY SOLDIERS who are guarding the stairs leading to 
              the catwalks.  They go flying.
              INT.  CONTROL AREA
              The ALARM goes off.
                                    DR. EVIL
                        Activate the blast shutters!
              Metal shutters automatically cover the windows overlooking 
              the probe mechanism.
                                    DR. EVIL
                        Launch the subterranean probe!
              The giant probe engine begins to throb and whirl.  The tip 
              of the spinning probe suddenly strikes the floor of the 
              chamber and burrows into the earth with atomic force.  Smoke 
              and debris explode upwards.  The entire chamber quakes 
              violently&emdash; eight on the Richter scale.
                                    EASTERN EUROPEAN TECHNICIAN
                        We have penetration.  Subterranean 
                        detonation&emdash; two minutes and 
                        COUN-ting.
              INT.  DR. EVIL'S MAIN CHAMBER
              Austin, Vanessa, and three commandos are pinned down behind 
              several VIRTUCON BARRELS
              INT.  CATWALK
              Another FOUR GUARDS block their way.  Austin goes to shoot, 
              but he's out of bullets.
                                    SFX:  CLICKA-CLICKA
                        Austin and Vanessa run along the 
                        catwalk towards the control room.  
                        They're directly in the path of TEN 
                        CHARGING PRIVATE ARMY SOLDIERS.
                                    AUSTIN
                        Follow me!  We're going to have to 
                        jump over the rail!
                                    VANESSA
                        Are you crazy?
                                    AUSTIN
                        Don't worry!
              ANGLE ON SIDE SHOT OF CATWALK
              They continue to run towards the guards behind some STACKED 
              BARRELS.  Two OBVIOUS STUNT DOUBLES run out from behind the 
              barrels in a continuous motion instead of Austin and Vanessa 
              and diver over the rail.
              ANGLE ON THE OTHER TEAM OF COMMANDOS
              They are making progress on the other catwalk.
              ANGLE ON AUSTIN AND VANESSA
              They have landed safely, but are surrounded by FIVE PRIVATE 
              ARMY SOLDIERS, armed to the teeth&emdash;
              one has a bazooka, one has a flamethrower, one has a Gatling 
              gun, etc.  They see Austin and throw down their weapons, 
              pulling out KNIVES.
              One of the private soldiers runs at Austin and he stabs him.  
              Another soldier runs at Austin, and Austin also stabs him.  
              A third private army soldier runs at Austin.  Austin does 
              the stabbing motion.
              SFX:  CLICKA-CLICKA
                                    AUSTIN
                        Blast!  Out of ammo.
              Vanessa unleashes a series of kicks, knocking them all out.
              INT.  CONTROL ROOM
              Austin begins to enter.
                                    VANESSA
                        Austin, I'm coming with you.
                                    AUSTIN
                        I'm going it alone this time, Vanessa.  
                        I have a follow-up visit with the 
                        Evil Doctor.
                                    VANESSA
                        I'll secure the perimeter.
              INT.  CONTROL AREA
              Austin enters the control area.  A VIRTUCON ARMY MAN fires 
              at him.  Austin returns fires, shooting up some electrical 
              equipment.  Live wires dangle dangerously.  Austin sees Mr.
              Bigglesworth running out a read door.
                                    DR. EVIL (O.S.)
                        Come, Mr. Bigglesworth!
              Austin heads for the door until he smacks into AN INVISIBLE 
              FORCE FIELD.  He turns and sees a bank of old-fashioned 
              computers labeled "DESTRUCTACON 5000".
                                    DESTRUCTACON (V.O.)
                        Good afternoon, Mr. Powers, I'm the 
                        Destructacon 5000.  I'm programmed 
                        to prevent you from progressing beyond 
                        this point.  You might as well 
                        surrender.  Resistance is futile.  
                        Your odds of survival are 23,763,273 
                        to
                                    AUSTIN
                        Well, Destructacon 5000, you have 
                        quite a head on your shoulders, I 
                        dare to coin.
                                    DESTRUCTACON (V.O.)
                        Yes, I am programmed to answer any 
                        question.
                                    AUSTIN
                        Really?  Let me ask you this.  What 
                        is love?
                                    DESTRUCTACON (V.O.)
                        That does not compute.
                                    AUSTIN
                        Why not?  It's a question.
                                    DESTRUCTACON (V.O.)
                        Love is...love is...love is...
              The computers begin to smoke.  Alarm bells ring.
                                    DESTRUCTACON (V.O.)
                        Remjack!  Remjack!
                             (singing)
                        Daisy, Daisy...
                             (faster)
                        Remjackremjackremjack!
              There is a muffled explosion.  The computer goes dark.  Austin 
              passes through the force field and heads for the door until 
              he hears&emdash;
                                    EASTERN EUROPEAN MAN
                             (on PA)
                        Subterranean detonation&emdash; one 
                        minute and COUN-ting.
              He begins looking furiously for the abort button.
                                    AUSTIN
                             (to Eastern European 
                             Man)
                        Where's the abort button?
              The Eastern European Man holds up his finger as if to say 
              'give me one second.'
                                    EASTERN EUROPEAN MEAN
                             (on PA)
                        Forty-five seconds and COUN-ting.
                             (to Austin)
                        It's right over there.
              Austin sees the abort button.  It is across the room.  Just 
              then, Random Task enters.  Austin sees him and goes to shoot 
              him, but he has run out of bullets.  Random task takes off 
              his SHOE.
              Austin makes his way across the room to the button.
              Random Task THROWS HIS SHOE.
              ANGLE ON SHOE SPINNING IN THE AIR
              The shoe HITS AUSTIN IN THE HEAD.  Austin pauses.  The shoe 
              has not killed him.  It has just hurt him slightly.
                                    AUSTIN
                        Ow!  That really hurt.  I'm going to 
                        have a lump there, you idiot!  Who 
                        throws a shoe?  You fight like a 
                        woman.
                                    EASTERN EUROPEAN MAN
                             (on PA)
                        Fifteen seconds and COUN-ting.
              Random task blocks Austin's way to the button.  He stands 
              there, menacing, missing one shoe.
              Exposed wires are everywhere.  On the counter beside Austin 
              is a Big Gulp.
                                    AUSTIN
                        Care for a drink?
              Austin throws the drink at Random Task's feet.  It lands in 
              front of him on a pile of exposed wires.  Electricity travels 
              through the Big Gulp, up Random Task's wet sock, ELECTROCUTING 
              him.
              He begins to SMOKE, and then dies.
                                    AUSTIN
                        Shocking.
                                    EASTERN EUROPEAN MAN
                        Three...two...one...
              A 50 kiloton explosion from deep in the earth rocks the 
              control area.
              EXT.  STOCK FOOTAGE MONTAGE - VOLCANOS ERUPTING
              Different volcanoes around the world.  Lava spews and flows.
              INT.  CONTROL AREA
              Austin dives in SLOW MOTION towards the abort button.  He 
              flies through the air for an inordinate length of time.
                                    AUSTIN
                             (slow motion distortion)
                        Nooooooo!
              His hand lands on the button.
                                    EASTERN EUROPEAN MAN
                             (on PA)
                        Abort.
              EXT.  STOCK FOOTAGE MONTAGE - REVERSE VOLCANO ERUPTIONS
              Lava, smoke and debris sucks back into volcanoes around the 
              world.  (Eruption footage run in reverse.)
              INT.  CONTROL ROOM
              Having saved the world, Austin picks up a MACHIEN GUN from a 
              fallen Private Army guy and runs to the door at the back, 
              chasing Dr. Evil.
              INT.  CORRIDOR
              Austin chases after Dr. Evil.
              INT.  DR. EVIL'S PRIVATE QUARTERS
              Austin bursts in, catching Dr. Evil packing a suitcase.
                                    AUSTIN
                        I've got you, Dr. Evil!
                                    DR. EVIL
                        Well done, Mr. Powers.  We're not so 
                        different, you and I.  It's true, 
                        you're British, and I'm Belgian.  
                        You have a full head of hair, mine 
                        is slightly receding.  You're thin, 
                        I'm about forty pounds overweight.  
                        OK, we are different, I'm not making 
                        a very good point.  However, isn't 
                        it ironic, Mr. Powers, that the very 
                        things you stand for&emdash; swinging, 
                        free love, parties, distrust of 
                        authority- are all now, in the 
                        Nineties, considered to
              be...evil?  Maybe we have more in common than you care to 
              admit.
                                    AUSTIN
                        No, man, what we swingers were 
                        rebelling against were uptight squares 
                        like you, whose bag was money and 
                        world domination.  We were innocent, 
                        man.  If we'd known the consequences 
                        of our sexual liberation, we would 
                        have done things differently, but 
                        the spirit would have remained the 
                        same.  It's freedom, man.
                                    DR. EVIL
                        Your freedom has cause more pain and 
                        suffering in the world than any plan 
                        I ever dreamed of.  Face it, freedom 
                        failed.
                                    AUSTIN
                        That's why right now is a very groovy 
                        time, man.  We still have freedom, 
                        but we also have responsibility.
                                    DR. EVIL
                        Really, there's nothing more pathetic 
                        than an aging hipster.
              Alotta enters.  She holds a gun to Vanessa's head.
                                    ALOTTA
                        Not so fast.
                                    DR. EVIL
                        Well, it seems the tables have turned, 
                        Mr. Powers.
              Just then, Scott Evil enters.
                                    SCOTT EVIL
                        Hey, Dad, I can take my Sega, right?
              Austin grabs Scott and puts the gun to his head.
                                    AUSTIN
                        It seems the tables have turned again, 
                        Dr. Evil.
                                    DR. EVIL
                        Not really.  Kill the little bastard.  
                        See what I care.
                                    AUSTIN
                        Man, you are one chilly square!
                                    SCOTT EVIL
                        Dad, we just made a breakthrough in 
                        group!
                                    DR. EVIL
                        I had the group liquidated, you little 
                        shit.  They were insolent.
                                    SCOTT EVIL
                        I hate you!  I hate you!  I wish I 
                        was never artificially created in a 
                        lab.
                                    DR. EVIL
                        Scott, don't say that...
              Scott runs off.  In the confusion, Vanessa KNOCKS the gun 
              out of Alotta's hands.  Alotta pulls out a knife.  Austin 
              SHOOTS the knife out of her hand.  Vanessa grabs Alotta by 
              the throat.
                                    VANESSA
                        This is for sleeping with my man, 
                        you whore!
                                    ALOTTA
                        I didn't sleep with him.
                                    VANESSA
                        I don't believe you.
                                    ALOTTA
                             (choking)
                        It's the teeth.
                                    VANESSA
                        OK, I believe you.  But you still 
                        must be chopped.
              Vanessa gives her a judo chop.
                                    VANESSA
                        Judo chop!
              Meanwhile, Dr. Evil has run to the egg shaped rocket, which 
              closes and begins to lift up through
              A HOLE IN THE CEILING.  HE RUNS IN.  ON THE WAY, HE FLIPS A 
              SWITCH WHICH SAYS "SELF-DESTRUCT -
              5:00 MINUTES."
                                    EASTERN EUROPEAN MAN (O.S.)
                             (on PA)
                        Five minutes to self-destruct and 
                        COUN-ting.
              Austin SHOOTS and misses.  Rocket exhaust pours out of the 
              hole in the ceiling.
                                    AUSTIN
                        Let's split!
              Austin and Vanessa run out the door into the...
              INT.  CORRIDOR
              They pass Number Two, who is front of an open safe, stuffing 
              his pockets with cash while the others are trying to escape.  
              Austin and Vanessa run to the main chamber...
              INT.  MAIN CHAMBER
              ...to the main corridor...
              INT.  MAIN CORRIDOR
              ...past the Fembot lair, over the wedged-in cart, to the 
              escape ladder.  They begin to climb.
              INT.  MAIN CHAMBER
              Explosions, debris, the cavern begins to collapse.
              134  STOCK FOOTAGE - DESERT FLOOR - MERCURY TEST SIGHT
              Ground caving in from an underground nuclear explosion.
              EXT.  RAFT - MIDDLE OF THE OCEAN - DAY
              Austin and Vanessa are floating in a large inflatable raft.
              FIERY DEBRIS falls in the water around them.
                                    VANESSA
                        I have something to tell you.
                                    AUSTIN
                        Lay it on me.
                                    VANESSA
                        I love you, Austin.
                                    AUSTIN
                        That's fab, because I love you, too, 
                        Vanessa.
                                    VANESSA
                        Kiss me.
                                    AUSTIN
                        Behave!
              Austin and Vanessa draw towards each other, preparing for a 
              passionate kiss.  Just as their lips are about to touch, 
              however, they are interrupted by a strong WIND and the noise 
              of a HELICOPTER OVERHEAD.  Their hair is blown all about and 
              the waves are whipped into a frenzy.
                                    AUSTIN
                        Just when things were getting 
                        interesting.
              ANGLE ON BASIL EXPOSITION WEARING SCUBA GEAR, BEING LOWERED 
              ON A ROPE FROM THE HELICOPTER.  HE
              stops just above them.
                                    BASIL EXPOSITION
                        Well, Austin, you've stopped Dr. 
                        Evil from destroying the world with 
                        his subterranean nuclear probe, and 
                        somehow you and Agent Kensington 
                        managed to escape unscathed from his 
                        evil lair.
                                    AUSTIN
                        I'd say that about sums it up, 
                        Exposition.
                                    BASIL EXPOSITION
                        Not quite, actually.  Vanessa, I 
                        have something for you.
              Basil hands Vanessa an official-looking set of leather-bound 
              credentials.
                                    BASIL EXPOSITION
                        Because of your exemplary service to 
                        Her Majesty, you are now officially 
                        an active Field Agent with all the 
                        privileges and responsibilities 
                        thereof.
                                    VANESSA
                        Thank you, Exposition.  I'm honored.
                                    AUSTIN
                        Congratulations, Field Agent 
                        Kensington!
                                    BASIL EXPOSITION
                        Austin, I have something for you as 
                        well.
              He hands him a business card.
                                    BASIL EXPOSITION
                        Here's the number of my dentist, 
                        he's first rate.  Ring him up, he'll 
                        look after you.
                                    AUSTIN
                        Thanks, Basil.  Maybe the Nineties 
                        aren't so bad after all.
                                    VANESSA
                        Oh, Austin.
              Austin and Vanessa embrace and kiss.
                                    BASIL EXPOSITION
                        Austin, now, about your next 
                        mission&emdash; Still kissing Vanessa, 
                        Austin motions with his thumbs to 
                        the pilot of the helicopter to lift 
                        Basil up.  He rises away in mid-
                        sentence.
                                    BASIL EXPOSITION
                             (rising up)
                        But, wait, I&emdash; you got me again.  
                        Oh, and Austin&emdash;
                                    AUSTIN
                             (calling out)
                        Yes Basil?
                                    BASIL EXPOSITION
                             (rising)
                        Be careful!
              Austin and Vanessa kiss again.  The helicopter blows them 
              around.  The CAMERA TILTS UP to the sky and continues to 
              rise, until we are in&emdash;
              EXT.  SPACE
              We see DR. EVIL'S CAPSULE in orbit around the Earth.
                                    DR. EVIL (V.O.)
                        I'll get you yet, Austin Powers!
              END CREDITS ROLL
              LAST CREDIT reads "SEE AUSTIN POWERS IN YOU ONLY FLOSS ONCE."
              AUSTIN POWERS LOGO
                                    ANNOUNCER (V.O.)
                        Now you can get all the Austin Powers 
                        movies in one Laser Disk box set!
              Virtucon Home Video presents "The Powers Collection."
              DISPLAY TABLE
              With five laser Disks laid out, alongside a PK-47, Austin's 
              glasses, and floss and a toothbrush.
                                    ANNOUNCER (V.O.)
                        Relive all your favorite Austin Powers 
                        movies, including...
              141  GRAINY, BLACK & WHITE CLIP
              Showing Mike as Austin Powers, with Fifties hair and suit, 
              against a rear projection of explosions and stunts from stock 
              footage.
                                    ANNOUNCER (V.O.)
                        Middle Name:  Danger.
                                    AUSTIN
                        So, Dr. Evil, do you expect the world 
                        to pay the ransom?
                                    DR. EVIL
                        No, Mr. Powers, I expect them to 
                        die.
                                    ANNOUNCER (V.O.)
                        No Austin Powers collection would be 
                        complete without some of the later 
                        hits, like...
              SEVENTIES FILM CLIP
                                    ANNOUNCER (V.O.)
                        Four Eyes Only.
              We see Austin from behind, talking to a GIRL in a bathing 
              suit.
              GIRL IN BATHING SUIT
              Oh, Austin, kiss me.
              He turns around.  It's Austin Powers, played by ROGER MOORE, 
              with the same glasses and bad teeth.
                                    ROGER MOORE
                        Oh, behave!
              He does a frightening grin, displaying the AWFUL TEETH.
                                    ANNOUNCER (V.O.)
                        We've also included some of the more 
                        obscure hits, like...
              143  VERY RUNNY COLOR FILM CLIP
                                    ANNOUNCER (V.O.)
                        From India With Affection.
              We see Austin Powers played by an INDIAN GENTLEMEN, same 
              glasses, same bad teeth.
                                    INDIAN AUSITN
                             (Indian accent)
                        Well, my good fellow, are you 
                        expecting me to pay the ransom to 
                        you, you despot?
                                    INDIAN DR. EVIL
                             (Indian accent)
                        No kind sir, I expect you to go up 
                        in the evolutionary chain.  But first, 
                        I expect you to sing.
                                    INDIAN AUSTIN
                             (singing, Indian atonal)
                        'IF MUSIC BE THE FOOD OF LOVE, LET'S 
                        BAKE A CAKE.'
              DISPLAY TABLE
                                    ANNOUNCER (V.O.)
                        All the Austin Powers adventures in 
                        one Laser Disk boxed set!
              145  CLIPS FROM MOVIE - AUSTIN IN TIGHT CLOSE-UP
                                    AUSTIN
                        Behave!
                                    THE END