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 AUSTIN POWERS: THE SPY WHO SHAGGED ME
                                           By
                                       Mike Myers


              MUSIC: timpani roll and dramatic sting
                                    NARRATOR
                        In his last adventure, Austin Powers, 
                        a swinging spy from the Sixties, was 
                        unfrozen in the Nineties to battle 
                        his archenemy Dr.  Evil. Austin foiled 
                        Dr. Evil's plan to send a nuclear 
                        warhead to the center of the earth 
                        and banished him into space forever. 
                        Or so he thought.
              EXT. HOTEL - NIGHT (ESTABLISHING SHOT FROM FIRST MOVIE)
              SUPER: THE FRENCH RIVIERA
              INT. HOTEL - HALLWAY
              Elegant double doors with a brass plaque reading "Honeymoon 
              Suite." A "Do Not-Disturb" sign hangs from the handle.
              INT. HOTEL SUITE
              FROM THE FIRST MOVIE: Austin and Vanessa snuggle in bed. She 
              plays with his chest hair.
                                    VANESSA
                        I love you, Mr. Powers.
                                    AUSTIN
                        And I love you, Mrs. Powers.
              SHOT TO MATCH EXISTING FOOTAGE: Austin gets out of bed. We 
              see Vanessa putting on her robe from behind, and then EXISTING 
              FOOTAGE: Austin and Vanessa kiss.
                                    VANESSA
                        Let's go out on the terrace. It's a 
                        beautiful night, we can look at the 
                        stars.
              EXT. HOTEL BALCONY
              EXISTING FOOTAGE: Austin and Vanessa gaze at the stars.
                                    AUSTIN
                        Look how beautiful the night sky is.
                                    VANESSA
                        Isn't that the big dipper?
                                    AUSTIN
                        Yeah, and that looks just like Uranus.
                                    VANESSA
                        Austin!
                                    AUSTIN
                             (sheepish)
                        Well, you know.
                                    VANESSA
                        Hey, I've never seen that big star 
                        before.
                                    AUSTIN
                        Yeah, what is that?
              Austin pulls out his telescope and takes a look.
              AUSTIN'S POV - TELESCOPE EFFECT
              EXT. SPACE
              EXISTING SHOT: The Bob's Big Boy rocket.
              INT. DR. EVIL'S CAPSULE
                                    DR. EVIL
                        This isn't over yet, Mr. Powers. I 
                        have one more trick up my sleeve, 
                        don't I Mr. Bigglesworth?
              The frozen Mr. Bigglesworth MEOWS.
              EXT. SPACE
              The Bob's Big Boy rocket. Suddenly, a hatch opens in Bob's 
              rear end and Dr. Evil's silver egg capsule poops out.
              SFX: PLOOP!
              Capsule begins fiery re-entry to Earth
              INT. HOTEL ROOM
              Austin comes in and shuts the balcony door.
                                    AUSTIN
                        Oh well, I guess it was nothing.
              A VANESSA DOUBLE crosses carrying a bouquet of flowers, which 
              obscure her face.
                                    AUSTIN
                        Care for some champagne?
                             (pouring)
                        Here's to monotony-- I mean, monogamy!
              Vanessa sits at the vanity with her back turned.
                                    AUSTIN
                        Hello? Vanessa? What are you doing, 
                        luv?
                                    VANESSA
                             (back turned)
                        Just putting on my--
              As Vanessa turns around she puts her hands up and PULLS OFF 
              HER FACE revealing wires, transistors, and a speaker where 
              her mouth should be.
                                    FEMBOT VANESSA
                             (computer voice)
                        MAKE-UP!
                                    AUSTIN
                             (frightened)
                        Vanessa, you're a Fembot!
              They fight. Midway through the fight, machine guns pop out 
              of Vanessa's breasts.
                                    AUSTIN
                        Machine gun jubblies, how did I miss 
                        those?
                                    VANESSA
                             (robot voice)
                        PERHAPS NEXT TIME YOU SHOULD TRY 
                        FOREPLAY.
              Her machine gun breasts FIRE, spraying the room in SLO-MO.
              Then they run out of ammo and CLICK, CLICK.
              Austin empties his gun into the robot, but to no avail. She 
              rushes at him, he gives her a judo chop, also to no avail. 
              Then Austin' notices a SELF-DESTRUCT switch and hits it.
              She starts to twitch, her head spins, and she EXPLODES.
              Fembot parts fly around the room. Austin sits on the bed, 
              saddened. He holds Vanessa's hand, which has wires hanging 
              out of it. On one of the fingers is her wedding ring.
              MUSIC: VERY SAD PIANO
                                    AUSTIN
                             (very sad)
                        I can't believe Vanessa, my bride, 
                        my one true love, the woman who taught 
                        me the beauty of sharing your whole 
                        life with another, the person who 
                        taught me the meaning of love, was a 
                        Fembot. How will I ever go on?
                             (beat)
                        Wait a tic! That means I'm single! 
                        Oh, behave!
              INT. LOBBY - HOTEL
              Rich European guests mill about the luxurious lobby. Suddenly, 
              Austin dances through naked. Just as we are about to see his 
              bits and pieces, a man lifts up his suitcase.
                                    AUSTIN
                        Yeah, baby, I'm free! I'm naked and 
                        free!
              SEQUENCE CREDIT
              MUSIC: Soul Bassanova by QUINCY JONES PAN UP Austin's NAKED 
              body as he walks down a boardwalk. Just as the camera reaches 
              that most sensitive of areas, a credit appears STARRING MIKE 
              MYERS. Austin gives a big 'who me?' and we
              FREEZE FRAME.
              EXT. BOARDWALK - FRENCH RIVERA
              European types stare and point. We see Austin from behind. 
              His bottom half is blocked by a bicycle. The bicycle moves 
              away. Just as Austin's bum is about to be revealed-
              A CREDIT APPEARS blocking it. Austin turns his head around 
              to the camera and puts his hand to his mouth in an 'oh my!' 
              take and we FREEZE FRAME.
              A MAN IN A RAINCOAT flashes Austin, his thingy blocked by a 
              credit. Austin just laughs...crazy, man!
              Austin goes around a corner. A moment later he returns, 
              followed by a NUDE MARCHING BAND.
              A SIGN on the left side of the screen reads "Warning! Nude 
              Beach". Austin enters from the left.
              We see his naked, hairy torso from the waist up. Just as he 
              is about to appear from behind the sign, a...
              CREDIT APPEARS MOVING LEFT TO RIGHT Blocking his penis 
              lengthwise as he walks.
              NUDE BEACH - CREDIT SEQUENCE
              A girl sits on a blanket; a HORIZONTAL CREDIT blocks her 
              bare chest. Austin lays on his back beside her, trying to be 
              suave; A VERTICAL CREDIT appears.
              The wind blows away a kite, revealing a stark-naked girl. 
              The credit "PRODUCTION DESIGN" blocks her chest; the credit 
              "BY" blocks her you-know-what. Austin walks into frame; the 
              "PRODUCTION DESIGNER'S NAME" disguises his growing interest.
              Austin joins a nude volleyball game in progress. CREDITS 
              appear everywhere to block all possible combinations of 
              nudity. People leap in all directions to make saves, causing 
              CREDITS TO APPEAR at crazy angles.
              A pretty girl watches Austin lift weights. Her boobs are 
              blocked by the "WRITTEN BY" credit.
              Austin lifts a dumbbell. The credit "MIKE MYERS" sticks out 
              from his waist. Austin looks proud.
              A BUFF NAKED BODYBUILDER joins them. He lifts a much heavier 
              weight. A much longer credit sticks out from his waist: "AND 
              MICHAEL MCCULLERS". Austin pouts.
              Austin runs down the beach, his bum blocked by the credit 
              "DIRECTED BY". He jumps on a trampoline and does the splits 
              in mid-air:
              FREEZE FRAME AND PAN AROUND LIKE IN THE GAP "KHAKI SWING" 
              AD.  Austin smiles crazily, his penis blocked by "JAY ROACH."
              Austin does a super-duper double flip into his JAGUAR.
                                    AUSTIN
                        Shaguar, baby, yeah!
              CU on the chrome script on the grill: it reads "Shaguar" 
              where it would normally read "Jaguar".
              The car speeds off.
              FULL SCREEN TV JERRY SPRINGER SHOW
              On the stage we see a Klansman father and his Klansman son, 
              a Nazi father and his Nazi son, and SCOTT EVIL all seated on 
              a panel.
              Lower Third Chyron: "MY FATHER IS EVIL AND WANTS TO TAKE 
              OVER THE WORLD"  JERRY SPRINGER
              If you just joined us, today's topic is "my father is evil 
              and wants to take over the world". Now, Bobby, you had 
              something you wanted to share with your father before the 
              break.
                                    BOBBY
                        Dad, I know you're against race mixing 
                        and all that, but I met someone...
                                    KLANSMAN
                        Don't say it!
              The crowd WHOOPS.
                                    BOBBY
                        I met someone... and he's black.
              The crowd goes crazy.
                                    KLANSMAN
                        He?
              The Klansman holds his hooded head in his hands.
                                    JERRY SPRINGER
                        Please welcome Tim.
              A handsome Blair Underwood look-alike enters and hugs the 
              Klansman's son. The crowd screams.
              JERRY MOVES TO SCOTT EVIL.
                                    JERRY SPRINGER
                        Now Scott, tell us about your father. 
                        Share with us.
                                    SCOTT
                        Well he's the head of an evil 
                        organization that has aspirations 
                        for world domination.
                                    JERRY SPRINGER
                        And where is your father right now?
                                    SCOTT
                        He's in outer space, like frozen in 
                        a giant egg and stuffed inside a Big 
                        Boy rocket with his cat, Mr. 
                        Bigglesworth.
                                    JERRY SPRINGER
                        Really? Well, we have a surprise for 
                        you, Scott. Let's bring out
                                    SCOTT'S
                        father, Dr Evil.
              Dr Evil enters.
              Lower Third Chyron: "WANTS TO TAKE OVER THE WORLD"
                                    DR. EVIL
                        Hello Scott, I'm back.
                                    SCOTT
                        I can't believe you'd do this to me 
                        on national television!
                                    DR. EVIL
                        They offered me a free makeover.
                                    JERRY SPRINGER
                        Dr. Evil, we've seen a lot of the 
                        fathers here today open up to their 
                        sons, sons to the fathers. Is there 
                        anything you'd like to share?
                                    DR. EVIL
                        Share?
                                    JERRY SPRINGER
                        Yes, don't you have any secrets?
                                    DR. EVIL
                        OK. I have a vestigial tail.
              Everyone is a little grossed out.
                                    DR. EVIL
                        It's more of a nub, really. The spine 
                        just goes on a little longer than it 
                        should. Also, I've dabbled. I mean, 
                        perform fellatio once and you're a 
                        poet, twice and you're a homosexual. 
                        I remember once I was being fisted 
                        by Sebastian Cabot- but here's where 
                        the story gets interesting. He was 
                        lactose-intolerant. He could eat red 
                        meat all night long, but one sip of 
                        milk and it was gastric hell. And I 
                        remember we were caught in fragrance 
                        delicto by Henry Kissinger, and you 
                        can imagine my humiliation at having 
                        Hank hear me say, "Mr. French, no 
                        teeth." One of my greatest 
                        disappointments is that I never became 
                        a song and dance man. I could have 
                        been a quadruple threat, kind of 
                        like a despotic Ken Barry. Dancer, 
                        singer, actor, and I would possess 
                        nuclear weapons, the latter being 
                        the most threatening of the four. I 
                        once sat on a bus and tried to will 
                        myself a menstrual cycle. All I ended 
                        up with was a sense of failure and a 
                        mild neuralgia in my incisor teeth 
                        and perhaps a grudging respect for 
                        the weaker sex. I love toe cleavage. 
                        For the most part I distrust dogs. I 
                        slept in a horse once. It was quite 
                        roomy. On second thought, it was the 
                        Ritz. I named my left testicle 'piss' 
                        and my right testicle 'vinegar'. I 
                        wrote "It's Raining Men", or so the 
                        Christmas babies told me. Oh yes, I 
                        also made a Marzipan voodoo effigy 
                        of The Fonze while I was in coma 
                        after smoking some Peruvian prayer 
                        hash, but who at the end of the day 
                        can honestly say they haven't done 
                        that?
              The Springer audience is stunned, slack-jawed and for once 
              quiet.
                                    KLANSMAN
                        What are you, some kind of freak?
                                    SCOTT
                        Shut up, jagoff!
              Studio audience whoops at this.
                                    KLANSMAN
                        I'll kick your ass punk!
              Crowd goes crazy.
                                    DR. EVIL
                        No one talks to my boy that way!
              Dr. Evil charges at Klansman and starts to bitch slap him.  
              Security men, with headsets on, rush in to separate them.
                                    DR. EVIL
                        I'm OK, I'm OK.
              There is a BEAT, then Dr. Evil CHARGES the guy again, knocking 
              him down.
                                    DR. EVIL
                        Come Scott, let's go to daddy's new 
                        evil lair.
              EXT. WORLD HEADQUARTERS BUILDING - DAY
              We pan up a modern office building. The camera reaches the 
              top of the building and we see a giant STARBUCKS LOGO and 
              the words: Starbucks World Headquarters.
              INT. STARBUCKS BOARD ROOM
              The penthouse boardroom is adorned with Starbucks 
              paraphernalia: large logo, clear canisters full of beans, 
              and a large world map with a little logo everywhere there is 
              a Starbucks.
              Around a large table are Dr. Evil, Number Two (bandaged and 
              lightly spotted with soot), Frau, Scott and a couple of NEW 
              HENCHMEN. A Starbucks employee serves everyone steaming hot 
              coffee products.
                                    NUMBER TWO
                        Dr. Evil, as the legitimate frontman 
                        of your organization, I seized upon 
                        the opportunity to invest in a small 
                        Seattle-based coffee company several 
                        years ago. Today, Starbucks is a far-
                        flung empire with 2000 outlets 
                        worldwide.
                                    DR. EVIL
                        Oh good, Number Two, I do enjoy a 
                        good cuppa joe.
                                    NUMBER TWO
                        If I may continue, I believe if we 
                        shift our resources away from world 
                        domination and focus on providing 
                        premium quality coffee drinks, we 
                        can increase our gross profits 
                        fivefold.
              Dr. Evil takes a sip of cappuccino, leaving a WHITE FROTHY 
              MILK MUSTACHE on his upper lip.
                                    DR. EVIL
                        Right. Perhaps you've confused me 
                        with someone who gives a shit.  Might 
                        I remind you that I run the show 
                        here? I demand a little respect.
                                    NUMBER TWO
                             (indicating Dr. Evil's 
                             milk mustache)
                        Dr. Evil, I think you--
                                    DR. EVIL
                        Silence! I will not tolerate your 
                        insolence! Remember what happened 
                        last time.
              FLASHBACK (FOOTAGE FROM FIRST MOVIE)
              Number Two disappears backwards into the fiery pit.
              INT. STARBUCKS WORLD HEADQUARTERS
              Number Two smiles weakly, breaking into a sweat on his brow.
                                    NUMBER TWO
                        May I add, I appreciate you 
                        reinstating me after our little... 
                        misunderstanding.
                                    DR. EVIL
                        Frau Farbissina. Wie gehts is einen?
              We see Frau. She looks a little more 'masculine' than before.
                                    FRAU
                        Zehr gut, Herr Doctor.
                                    DR. EVIL
                        How are things?
                                    FRAU
                        I have come to embrace the love that 
                        dare not speak it's name. To my right 
                        is my lover.
              We see a severe-looking German woman with one continuous 
              eyebrow.
                                    FRAU
                        Her name is Unibrau. I met her on 
                        the LPGA Tour.
                                    DR. EVIL
                        Right on. Welcome, Unibrau.
              Dr. Evil takes another sip of cappuccino, making the frothy 
              milk mustache even larger.
                                    FRAU
                        Doctor, you have a 'milk mustache.'
                                    DR. EVIL
                             (wiping it off, 
                             embarrassed)
                        Oh, I know. I know.
                                    NUMBER TWO
                        Dr. Evil, I'd like to introduce the 
                        Greek assassin, Oedipus.
              We see a swarthy Greek army guy.
                                    DR. EVIL
                        Welcome to my private army, Oedipus. 
                        Excited?
                                    OEDIPUS
                        I could give a shit.
                                    DR. EVIL
                        Kiss your mother with that mouth?
                                    OEDIPUS
                        Yes.
                                    DR. EVIL
                        Of course you do.
              Dr Evil begins to press a button labelled "Oedipus" on his 
              control panel, but Number Two interrupts.
                                    NUMBER TWO
                             (clearing throat)
                        Dr. Evil, as you know, the rate at 
                        which you liquidate henchmen far 
                        exceeds our ability to replace them.
                                    DR. EVIL
                        I have so few pleasures left to me, 
                        Number Two. The key to life is to 
                        rotate your vices. One day it's 
                        executions, another day it's creamy 
                        French cheese.  It's like frickin' 
                        heroin.
                                    NUMBER TWO
                        Well, Dr. Evil, perhaps I have the 
                        answer. While you were frozen, we 
                        began a program to clone you.
                                    DR. EVIL
                        Cool.
                                    NUMBER TWO
                        We had a few glitches, but I think 
                        you'll be pleased with the results.
                                    FRAU
                             (shouting)
                        Send in the clone!
              MUSIC: dramatic sting We see the shadow of an approaching 
              figure. The shadow looks like Dr. Evil, only much larger and 
              scarier.
                                    NUMBER TWO
                        He is identical to you in every way, 
                        except he is one-eighth your size.
              We see that the source of the shadow is a MINIATURE DR. EVIL, 
              just like the creepy mini-Marlon Brando in The Island of Dr. 
              Moreau. He mimics Dr. Evil's mannerisms including holding 
              his tiny pinky to his tiny mouth.
                                    DR. EVIL
                        Breathtaking. I shall call him Mini-
                        Me.
                             (to clone)
                        Mini-Me, you will sit to my right.
              Mini-Me sits down in a miniature version of Dr. Evil's command 
              chair.
                                    DR. EVIL
                        Come Mr. Bigglesworth!
              The bald Mr. Bigglesworth runs and jumps into Dr. Evil's 
              lap. A bald MR. BIGGLESWORTH KITTEN jumps into Mini-Me's 
              lap.
                                    DR. EVIL
                        Mini-me, something to eat?
                             (expectant pause)
                        No?
                             (pause)
                        OK.
                             (to room)
                        Tired.  Gentleman, I have a plan. As 
                        you know, the most powerful man in 
                        the world is the President of the 
                        United States. But he is just that- 
                        a man, subject to temptations of the 
                        flesh like any other man. Here's 
                        what we do: we make it seem that the 
                        President has had "extra-marital 
                        oral relations" with- and this is 
                        the kicker-
              DRAMATIC STING, SNAP ZOOM TO DR. EVIL.
                                    DR. EVIL
                        With a White House intern!
              Dr. Evil gloats. So does Mini-Me.
                                    NUMBER TWO
                             (clearing his throat)
                        Uh-hem.
                                    DR. EVIL
                        What, that already happened?
              Number Two nods.
                                    DR. EVIL
                        This is ri-goddamn-diculous. Oh well, 
                        how about a frickin' time machine? 
                        Does the president have a time 
                        machine? Have I been scooped on that?
                                    NUMBER TWO
                        No, not that I'm aware of.
                                    DR. EVIL
                        Alright, time machine it is. As you 
                        know, every diabolical scheme I've 
                        hatched has been thwarted by Austin 
                        Powers. And why is that, ladies and 
                        gentlemen?
                                    SCOTT
                        Because you never kill him when you 
                        get the chance and you're a dope?
              Mini-Me hops upon the table and tries to push the "Scott 
              Evil" button on Dr. Evil's control panel.
              Frau SQUIRTS him with a water bottle. Mini-Me glares at Scott 
              and GIVES HIM THE FINGER.
                                    DR. EVIL
                        No, because Austin Powers has "mojo".
                                    NUMBER TWO
                        Mojo?
                                    FRAU
                        Yes, mojo. The mojo is the life force, 
                        the essence, the libido, the "right 
                        stuff".
                                    DR. EVIL
                        It's what the French call a certain 
                        'I don't know what.'
                                    SCOTT
                        If you've got a time machine, why 
                        don't you just go back and kill Austin 
                        Powers when he's a baby or something?
                                    DR. EVIL
                        No, no, no.
                                    NUMBER TWO
                             (interrupting)
                        Dr. Evil, wouldn't it be easier to 
                        use your knowledge of the future to 
                        play the stock market? We could 
                        literally make trillions.
                                    DR. EVIL
                             (smug laugh to himself)
                        Why make trillions when we could 
                        make...
                             (pause)
                        Billions?
                                    NUMBER TWO
                        Excuse me?
                                    DR. EVIL
                        Why think small is all I'm saying.
                                    SCOTT
                        A trillion is more than a billion, 
                        numb-nuts.
                                    DR. EVIL
                        Zip it. Unveil the time portal!
              A wall panel opens to reveal a Stargate-like wall of 
              shimmering energy.
                                    DR. EVIL
                        Ladies and gentlemen, I give you the 
                        time portal. As you know, Austin 
                        Powers was frozen in 1967. Therefore, 
                        I time travel to 1969, two years 
                        after he was frozen. Security will 
                        be lax and I'll strike when he is 
                        totally helpless.
              First, I take Austin Powers' mojo. Then I begin my domination 
              of the world.
                                    SCOTT
                        Can I come?
                                    DR. EVIL
                        No, Scott, Daddy has a score to 
                        settle. Austin Powers is the snake 
                        to my mongoose, or the mongoose to 
                        my snake. Either way it's bad, I 
                        don't know animals. But I do know 
                        this: This time it's personal. Frau, 
                        Number 2, I'll see you both in 1969. 
                        Come, Mini-Me.
              Dr. Evil walks to the portal. Mini-Me follows, imitating him 
              perfectly. They enter the portal.
              There is a FREEZE FRAME effect and they FADE AWAY, like in 
              Star Trek.
              INT. DR. EVIL'S VOLCANO LAIR -
              Dr. Evil and Mini-Me emerge on the other side of the portal 
              into a NEW LAIR. It is a large hollowed-out volcano room 
              dominated by chrome conduits and tasteful art pieces. A 
              younger Frau sits with NUMBER TWO, now played by ROB LOWE in 
              an eye-patch.
                                    DR. EVIL
                        Ah, here we are Mini-Me, 1969. Number 
                        Two, you look very youthful and 
                        healthy.
                             (turning to Frau)
                        And Frau you look...right.
              As Dr. Evil walks to the center of the room, chairs rise 
              from the floor. Everyone takes a seat, but Dr. Evil gets 
              caught in the middle as chairs rise around him. He is 
              frightened. One of the rising chairs hits him in the crotch.
                                    DR. EVIL
                        OK, people, we now officially have a 
                        chair problem. If another one of 
                        these chairs hits me in the nuts, 
                        I'm gonna go postal. Mini-Me, I want 
                        you to meet Number Two.
                                    NUMBER TWO
                        Hello there.
              Mini-me says nothing.
                                    DR. EVIL
                        Mini-Me?
              Mini-me still says nothing.
                                    DR. EVIL
                        Shy. Low blood sugar.
                             (to room)
                        Gentlemen, Phase Two is beginning. I 
                        have an operative inside the Ministry 
                        of Defense. By this time tomorrow, 
                        Austin Powers' mojo will be mine.
              Dr. Evil goes over and looks out the large window.
                                    DR. EVIL
                             (maniacal laugh)
                        Ha-ha-ha! Ha-ha-ha!
              EXT. DR. EVIL'S TROPICAL ISLAND -
              We cut outside to see that window is in fact the left eye of 
              a Mt. Rushmore-type depiction of Dr. Evil carved into the 
              side of a volcano on a tropical island.
                                    DR. EVIL (V.O.)
                             (maniacal laugh)
                        Ha-ha-ha! Ha-ha-ha!
              INT. MOD - CRYOGENIC FREEZING ROOM -
              We see Austin's FROZEN BODY in cryogenic storage. Above it, 
              we see two digital clocks. One reads:
              CURRENT DATE: MAY 25, 1969, the other reads: DATE FROZEN: 
              NOVEMBER 11, 1967. One of the SCOTS GUARDS, is an IMMENSELY 
              FAT SCOTTISH SOLDIER (played by Mike Myers).
                                    BRITISH COLONEL
                        We've had reports that there's a spy 
                        in the Ministry of Defense.  The 
                        contents of this room are vital to 
                        the country. Be on special alert.
                                    FAT SOLDIER
                             (thick Scottish accent)
                        Those bastards will have to kill me 
                        before I let anything happen to this 
                        wee naked hairy popsicle, sir!
                                    BRITISH COLONEL
                        Very good. And try and lose some 
                        weight for God's sake!
              They exchange salutes and the Colonel exits.
                                    FAT SOLDIER
                        Yessir!
                             (sotto after the 
                             Colonel)
                        I outta smash your teeth out with a 
                        Toffee Hammer Mr. English Colonel 
                        Telling-Me-What-To-Do-And-Stealing-
                        our-Oil-Refusing-To-Recognize- our-
                        Scottish-Independence!
              The Fat Soldier begins to play the BAGPIPES, a white vapor 
              comes out of them, filling the room.
              The other soldiers COLLAPSE, unconscious.
              He bores through the ice and pulls out a Sixties high-tech 
              syringe type device with an LED graph on the side. He places 
              it in Austin's navel. The LED meter goes from red to green, 
              indicating FULL MOJO.
              EXT./INT. AUSTIN'S SHAGUAR - DRIVING - DAY
              Austin drives in MODERN TRAFFIC. He is drinking a STARBUCKS 
              COFFEE and listening to the Jag's in-dash CD PLAYER. Suddenly 
              Austin DROOPS. The car starts to sputter. The fuel gauge 
              reads empty.
                                    AUSTIN
                        Gor blimey, I'm on empty! That's 
                        funny, I just filled the Shaguar up 
                        this morning.
              Austin hits a button on the dashboard.
              BASIL EXPOSITION appears on the picture phone in the dash.
                                    BASIL EXPOSITION
                             (on picture phone)
                        Hello, I'm Basil Exposition, head of 
                        British Intelligence.
                                    AUSTIN
                        You always are, Basil. Listen, the 
                        weirdest thing just happened, I've 
                        run out of petrol.
                                    BASIL EXPOSITION
                        We'll send a man around immediately. 
                        How was your honeymoon?
                                    AUSTIN
                        Vanessa tried to kill me, Basil. She 
                        was a Fembot!
                                    BASIL EXPOSITION
                        Ah women, who can understand them? 
                        Moving on, let's discuss your new 
                        case.
                                    AUSTIN
                        New case? Very shagadelic, Basil!
                                    BASIL EXPOSITION
                        You'll be doing a photo shoot. We 
                        know that one of the models is an ex-
                        KGB agent selling top secret material 
                        to the highest bidder.
                                    AUSTIN
                        That sounds easy enough, you know 
                        what they say: all work and no 
                        shagging makes Austin a dull boy, 
                        man!
              INT. SKI LODGE
              Austin sets up his photo equipment. The room is decorated in 
              classic Heffner- bear skin rugs, leather chairs, roaring 
              fire.
                                    AUSTIN
                             (looking around)
                        Tres chic, baby.
              REG, the photo assistant, enters.
                                    REG
                        Austin, the models are ready.
                                    AUSTIN
                        Ta, Reg. Bless your cotton socks. 
                        Hey, Reg, do you have any hobbies?
                                    REG
                        What?
                                    AUSTIN
                        Hobbies, man! I for one enjoy making 
                        models!
              The models make their entrance. They are REAL SUPERMODELS, 
              say CINDY CRAWFORD, REBECCA ROMAJIN and also one MODEL we 
              don't know.
                                    SUPERMODELS
                             (circling Austin)
                        It's him! Oh my God! It's Austin 
                        Powers!
              Austin shoots a look to Reg like 'still got it, baby.'
                                    AUSTIN
                        One at a time, girls. One. At. A. 
                        Time!
                                    CINDY
                        Hi, I'm Cindy. I don't believe I've 
                        had the pleasure.
                                    AUSTIN
                        Of course you haven't had "The 
                        Pleasure", we just met, baby, yeah!
                                    REBECCA
                        How do you do, Austin? I'm Rebecca.
                             (indicating the photo 
                             gear)
                        Your equipment is quite impressive.
                                    AUSTIN
                        Thank you. Your breasts are amazing.
              Austin comes to the unknown model. She is tall and angular.
                                    AUSTIN
                        And what's your name, baby?
                                    MODEL
                             (thick Russian accent)
                        Ivana Humpalot.
                                    AUSTIN
                        Excuse me?
                                    IVANA
                        Ivana. Ivana Humpalot.
                                    AUSTIN
                        And I vanna toilet made of solid 
                        gold but it's just not in the cards, 
                        now is it?
              Austin looks over the girls, trying to decide who is the 
              spy.
                                    AUSTIN (V.O.)
                             (inner monologue)
                        Now, which one is the Russian spy? 
                        Cindy Crawford, Rebecca Romajin... 
                        or Ivana Humpalot? Think, man, think!
              Austin begins snapping pictures. The sequence is shot like a 
              photo shoot, with freeze frames, etc.
                                    AUSTIN
                        Alright, baby! Love it. Turn and 
                        pout for me baby! Smashing!
              Cindy gets on all fours.
                                    AUSTIN
                        Great, darling. Give me some shoulder. 
                        Yes, yes, yes.
                             (angry)
                        No! No!
              FULL FRAME, cover of Vogue. Cindy with her head framed out.
                                    AUSTIN
                             (to Rebecca)
                        Show me love. Smashing! You're an 
                        animal. You're a tiger. Be a tiger, 
                        baby! You're great! You're Grrrrrr-
                        eat! You're Tony, be corn flakes, 
                        baby, be frosted. Now be a lemur, 
                        baby! You're a ring-tailed lemur.
              Rebecca looks confused.
                                    REBECCA
                        A lemur?
                                    AUSTIN
                        A small mammal native to the African 
                        savannah. C'mon baby, you know. Like 
                        this!
                             (imitating lemur)
                        OK, predator coming! Now, burrow, 
                        burrow! You're a lemur. It's all 
                        you've got.
                             (beat)
                        I take it back. Be a tiger again. 
                        Smashing!
              FULL FRAME, Rebecca on the cover of National--Geographic.
                                    AUSTIN
                        And... done! I'm spent!
              Austin throws his camera to Reg, who catches it.
                                    REG
                        Hel-lo, you forgot about Ivana.
                                    AUSTIN
                        I didn't forget, baby. Miss Humpalot 
                        and I are going to have a 'private 
                        session'.
              Reg shows the girls out as they PROTEST. Austin and Ivana 
              are left alone. Austin CLAPS TWICE and the lights dim. He 
              CLAPS again and the fire goes up.
              MUSIC: I'm Never Going To Fall in Love Again by BURT BACHARACH
                                    IVANA
                        When did you get "The Clapper"?
                                    AUSTIN
                        November, 1964, Dutch East Indies, 
                        shore leave.
                                    IVANA
                        Are you cold, Mr. Powers?
                                    AUSTIN
                        I once had a bad experience with 
                        frostbite. I had to dip my tadger 
                        into a brandy snifter.
              Ivana moves over to a chessboard set up nearby.
                                    IVANA
                        Do you know how we keep warm in 
                        Russia?
                                    AUSTIN
                        I can guess, baby.
                                    IVANA
                        We play chess.
                                    AUSTIN
                        I guessed wrong.
                                    IVANA
                        It takes a keen intelligence to play 
                        chess. Of course, you know what they 
                        say about men with big brains, don't 
                        you?
                                    AUSTIN
                        They wear large hats?
                                    IVANA
                        No, they make better lovers.
                                    AUSTIN
                        Wrong again.
              Ivana starts playing with the chess pieces sexily (like in 
              The Thomas Crowne Affair).
                                    IVANA
                        I assume you know how to play.
              She runs the bishop across her lips sexily.
                                    AUSTIN
                        Of course.  The... horsey... moves 
                        in an L shape.
              Austin tries to match her sexy moves and CHOKES on a piece.
                                    AUSTIN
                        Let's stop playing games with each 
                        other... especially difficult ones. 
                        May I ask you a question, Miss 
                        Humpalot?
                                    IVANA
                        Of course.
                                    AUSTIN
                        Do I make you horny? Do I?
              Austin rolls around on the polar bear rug.
                                    IVANA
                        I'll tell you anything you want to 
                        know, just make love to me.
              She pulls his shirt off, revealing his prodigious chest hair.
                                    IVANA
                        You are hairy, like an animal!
                                    AUSTIN
                             (growling and barking)
                        Grrrr, baby.
              Austin takes the head of the bear skin rug.
                                    AUSTIN
                        Grrrr. Ruf! Ruf!
                             (covers the bear's 
                             eyes)
                        Wait a tick, I don't want him watching 
                        me while I'm on the job!
                                    IVANA
                        Make love to me, monkey man.
                                    AUSTIN
                        Groovy, baby!
              We pan around the room, seeing all the stuffed and mounted 
              wildlife who seem to be watching. Suddenly the camera stops. 
              So does the music.
                                    IVANA (O.S.)
                        What's the matter?
                                                                   CUT TO:
              MONTAGE - VARIOUS STOCK FOOTAGE
              A tall flower wilts and beds over. A souffle falls. A flag 
              is lowered to half mast. A giant redwood falls in a forest. 
              A hot air balloon deflates and falls.  An actual scientific 
              diagram of a penis in the refractory period.
              INT. LODGE
                                    AUSTIN
                             (to camera)
                        Crikey, I've lost my mojo.
              EXT. LONDON STREETS (STOCK FOOTAGE)
              An ambulance races through the streets, SIREN BLARING.
              EXT. MINISTRY OF DEFENSE
              SUPER: "MINISTRY OF DEFENSE"
              INT. MOD - HALLWAY
              Basil hurries through, pushing past TECHNICIANS and WORKERS.
                                    BASIL EXPOSITION
                        Where is he? In here?
              INT. MOD - LAB
              Basil enters. Cross between a hospital room and a lab. Austin 
              lies in bed hooked up to lots of monitoring equipment.
                                    BASIL EXPOSITION
                        Austin, I came as soon as I heard.
                                    AUSTIN
                        There must be some kind of mistake, 
                        Basil. Maybe I was drunk and I didn't 
                        know it.
              Austin holds his neck very stiffly.
                                    BASIL EXPOSITION
                        What's wrong with your neck, Austin?
                                    AUSTIN
                             (turning stiffly to 
                             face Basil)
                        I took a Viagra and it got caught in 
                        my throat. I've had a stiff neck for 
                        hours. Basil, is it true? Have I 
                        lost my mojo?
                                    BASIL EXPOSITION
                        We're going to run a few tests, 
                        Austin. Don't worry, old friend, 
                        we'll get to the bottom of this.
              INT. MRI MACHINE
              Austin is being loaded into one of those big scary MRI 
              machines: the MOJONATOR 9000. The mojo meter reads VERY LOW.
              INT. MOD LAB
              MONTAGE (TIME-LAPSE): Technicians in white suits and masks 
              transform the room into a love lair: A pair of Latex-gloved 
              hands carefully puts a BURT BACHARACH record on a turntable. 
              Examination lights are replaced with LAVA LAMPS. A tray is 
              brought in with a videotape marked "SWEDISH EDUCATIONAL FILM."
              Finally, the transformation is complete. Austin lies in bed 
              reading a vintage PLAYBOY. A CANDY STRIPE NURSE enters, very 
              pretty, in a tight outfit.
                                    NURSE
                        Excuse me, Mr. Powers, I need to 
                        give you a sponge bath before we 
                        begin the test.
                                    AUSTIN
                             (not paying attention 
                             to her)
                        Alright, miss, just let me finish 
                        this article on the Suez crisis.
              An ALARM goes off. Bright LIGHTS come on. Basil enters.
                                    AUSTIN
                        What's going on?
                                    BASIL EXPOSITION
                        Alright, everyone, we're done.
                                    AUSTIN
                        But the test hasn't even started!
                                    BASIL EXPOSITION
                        Agent Haggerty was the test, Austin. 
                        Not only were you actually reading 
                        an article in that Playboy, but a 
                        candy-stripe nurse offering to give 
                        you a sponge bath didn't so much as 
                        turn your head.
                                    AUSTIN
                        Wait, I can explain, man! I was going 
                        to shag her but the article was so 
                        fascinating--
                                    BASIL EXPOSITION
                        I'm sorry, Austin, I'm afraid it's 
                        true: you've lost your mojo.
              Basil shows Austin the mojometer, which reads EMPTY.
                                    AUSTIN
                             (crushed)
                        Without my mojo, I'm useless to the 
                        Ministry and to Her Majesty.  I think 
                        it's time to retire.
                                    BASIL EXPOSITION
                        I'm afraid that's not possible, 
                        Austin. You see, Dr. Evil has 
                        returned.
                                    AUSTIN
                        Again?
                                    BASIL EXPOSITION
                        Again.
              INT. MOD - TIME-TRAVEL ROOM
              Austin and Basil ride on the back of a golf cart through the 
              largest room you've ever seen in your life.
                                    BASIL EXPOSITION
                        We have evidence that Dr. Evil has 
                        developed a time machine.
              Basil shows Austin altered photos of Dr. Evil with famous 
              villains, such as Sadam, Nixon, and Donald Trump.
                                    BASIL EXPOSITION
                        Our researcher noticed that these 
                        photos from the archives have changed. 
                        That means Dr. Evil is traveling 
                        back in time and creating alliances 
                        with each decade's most despised 
                        villains.
              Austin tries to read them and gets queasy.
                                    AUSTIN
                        I can't read in the car. I get a bit 
                        vomy.
              Austin burps and swallows it.
                                    AUSTIN
                        Got it. I almost gipped.
                                    BASIL EXPOSITION (V.O.)
                        Our data indicates that Dr. Evil is 
                        in the year 1969. Luckily, we also 
                        have a time travel device. After 
                        years of research we've developed a 
                        machine that will transport you back 
                        to the Sixties.
              A bright overhead light comes on spotlighting a brand new 
              VOLKSWAGEN BEETLE CONVERTIBLE, painted up psychedelic by 
              Peter Max.
                                    AUSTIN
                        But Basil, isn't that the new 
                        Volkswagen Beetle?
                                    BASIL EXPOSITION
                        That's what they'd like you to 
                        believe.
                                    AUSTIN
                        So, Basil, if I travel back to 1969 
                        and I was frozen in 1967, I could go 
                        look at my frozen self. But, if I'm 
                        still frozen in 1967, how could I 
                        have been unthawed in the 90's and 
                        traveled back to the Sixties?
                             (goes cross-eyed)
                        Oh, no, I've gone cross-eyed.
                                    BASIL EXPOSITION
                             (to camera)
                        I suggest you don't worry about those 
                        things and just enjoy yourself.
              Austin gets into the car and turns it on.
                                    AUSTIN
                        This is smashing Basil. I'll go back 
                        to the Sixties, recharge my mojo, 
                        defeat Dr. Evil and be back in time 
                        for tea.
                                    BASIL EXPOSITION
                        Good luck, Austin.
                                    AUSTIN
                        Luck has nothing to do with it, Basil.
              Austin steps on the gas. The car lurches in reverse and 
              smashes some equipment.
                                    AUSTIN
                        Sorry.
                             (changing gears)
                        Swinging Sixties, here I come, baby, 
                        yeah!
              The car takes off, heading for the wall. It DISAPPEARS, 
              leaving flaming tread marks.
              FLASH CUT TO:
              EXT. STREET - LONDON -
              The Beetle time machine appears out of nowhere and screeches 
              to a stop. A London HIPPIE smoking a hukka watches. He throws 
              the hukka down. Austin hops out.
                                    AUSTIN
                        I feel better already, man!
              Austin smiles and we see that his teeth are back to being 
              TERRIBLE. He walks off as a crowd gathers around the car.
              EXT. PARK - LONDON
              Austin enters the park in high spirits. We PULL BACK to see 
              that Austin is being watched through binoculars by a big 
              ARYAN ASSASSIN.
              PULL BACK FURTHER to reveal a beautiful MYSTERIOUS WOMAN 
              watching both of them. From this distance we can't tell who 
              she is.
              A sign reads "BE-IN FOR PEACE". HIPPIES, MODS, and FREAKS of 
              all descriptions dance to the music of a PSYCHEDELIC BAND. 
              The band's name is on the drum kit: "MING TEA."
                                    AUSTIN
                        Alright, baby, a swinging shin-dig!
              Austin gets into the dancing, quickly becoming the center of 
              the scene. The lead singer of the band invites him on stage 
              and hands him the microphone as the band starts a new song: 
              "SEXUAL REVOLUTION."
              Austin begins singing and a choreographed musical number 
              begins involving the outdoor crowd a la Bob Fosse's Sweet 
              Charity or Hair.
                                    AUSTIN
                             (singing)
                        'THERE'S A SEXUAL REVOLUTION, YOU 
                        CAN FEEL IT IN THE AIR.  PEOPLE 
                        SHAGGING JUST LIKE WEASELS AND THEY 
                        JUST DON'T SEEM TO CARE.
              Hip-thrusting young MOD FREAKS Fosse-hump rhythmically.
                                    AUSTIN
                             (singing)
                        HEY, WATCH OUT SQUARES...  YOU MAKES 
                        US BORED!  THE PENIS IS MIGHTIER
                        THAN THE SWORD
              Austin does various groovy dance moves like THE ROCK 'EM 
              SOCK 'EM ROBOT and THE HEAVYWEIGHT.
                                    AUSTIN
                             (singing)
                        THERE'S A SEXUAL REVOLUTION AND YOU 
                        AIN'T SEEN NOTHING YET PEOPLE SHAGGING 
                        IN THE CLUBS AND INSIDE A JUMBO JET
              Forty Austins appear in a KALEIDOSCOPE EFFECT.
                                    AUSTIN
                             (singing)
                        HEY SQUARE WORLD THE END IS NIGH.  
                        WHEN WE SAY HUMP YOU SAY 'HOW HIGH?'
              Three GROOVY CHICKS behind Austin suddenly have tambourines 
              for the big finale. The assassin and the mysterious woman 
              are both in the audience, keeping an eye on Austin. All we 
              see of the woman are shots of her BOOTS, CLOTHES, and a FEMALE 
              SYMBOL MEDALLION.
                                    AUSTIN
                             (singing)
                        SO GO MAKE LOVE OR MASTURBATE--
                        SEXUAL FREEDOM WILL NEVER BE
                        OUT OF DAAAAAAAAAAATE!
              Austin holds the note an improbably long time, arms 
              outstretched.
              The dancers crouch-walk towards the camera.
                                    EVERYONE
                             (chanting)
                        FREE-- LOVE!
                             (louder)
                        FREE-- LOVE!
                             (louder)
                        FREE-- LOVE!
                             (shouting)
                        IT'S THE SIXTIES!
              The SONG ENDS and all the dancers end up on one knee with 
              their arms outstretched, panting. Austin breathes heavily 
              and smiles smugly like Michael Flatley, Lord of the Dance.
              We are TIGHT ON Austin's ass. PULL BACK to see that it is 
              the MYSTERIOUS WOMAN who is watching Austin's ass. She SMILES 
              behind the binoculars hiding her face.
              37 EXT. CARNABY ST.
              Austin walks down the street looking at his new BEATLES ALBUM.
              Sitting in a parked Citroen watching him is the ASSASSIN.
              The Aryan assassin nods to a SHOE-SHINE on the street.
              The shoe-shine boy nods to a BUSINESS MAN in a Homburg.
              The business man nods to a BOBBY.
              The bobby nods to a WOMAN WITH A BABY CARRIAGE.
              The woman with a baby carriage nods to a MIME.
              The mime nods to a BLIND BEGGAR with a tin cup.
              The blind beggar nods to a CARPENTER on a roof.
              The carpenter FLASHES A LIGHT to an INDIAN CHIEF.
              The Indian Chief gives a SMOKE SIGNAL to a TELEGRAPH OPERATOR.
              The telegraph operator sends a signal to the BEEFEATER GUARD.
              The Beefeater salutes with his pike to a SEXY TICKET COLLECTOR 
              on a double-decker bus.
              The sexy ticket collector signals a TAXI DRIVER.
              The taxi driver nods back to the assassin as he drives by.
              INT. CITROEN
              The assassin gets the signal and starts the car. The whole 
              nodding sequence was a circular waste of time.
              EXT. STREET - VARIOUS ANGLES
              Austin walks along. Suddenly, he sees the Citroen coming at 
              him.  He dives out of the way and takes off running. He rounds 
              a corner and pretends to be a COUPLE MAKING OUT against a 
              wall by hugging himself.
              The assassin sees him and slams on the brakes. He raises his 
              gun.
              Austin turns as he hears a car HONK.
              It's Austin's BEETLE CONVERTIBLE. The mysterious woman steps 
              out.
              We see her in her entirety for the first time, and what a 
              sight it is. She has long auburn hair and wears a tight racing 
              suit, unzipped just enough to show the female symbol 
              medallion.
              She is FELICITY SHAGWELL.
              MUSIC: FELICITY'S THEME
                                    FELICITY
                        Care for a ride?
                                    AUSTIN
                        That's my Beetle, baby.
                                    FELICITY
                        It was your Beetle. Get in.
              Austin dives in as the assassin FIRES. The car speeds off.
              INT. BEETLE (REAR PROJECTION)
              Felicity drives expertly.
                                    FELICITY
                        Austin Powers, I presume?
                                    AUSTIN
                        Powers by name, Powers by reputation.
                                    FELICITY
                        Felicity Shagwell, CIA. Shagwell by 
                        name, Shag-very-Well by reputation.
                                    AUSTIN
                             (turning to camera)
                        Crazy, baby!
              EXT. ROAD
              The Beetle zips along, and then-- the Citroen appears behind 
              it.
              The assassin FIRES.
              INT. BEETLE
              Felicity turns around to look.
                                    FELICITY
                        Grab the wheel, would you?
              Austin grabs the wheel and Felicity pulls a gun. She turns 
              and FIRES out the window.
              EXT. ROAD
              The assassin's tire BLOWS. The car skids towards a Cliff and 
              he jumps out as it goes over.
              EXT. CLIFF SEEN FROM THE OCEAN
              The car goes over and tumbles down the cliff, bouncing three 
              times before it EXPLODES.
              EXT. CLIFF
              The assassin hangs on to a branch with one hand. He falls.
                                    ASSASSIN
                        Ahhhhhhhh!
              EXT. CLIFF SEEN FROM THE OCEAN
              Same shot as the car: The assassin's body goes over and 
              tumbles down the cliff, bouncing three times before it, too, 
              EXPLODES.
                                    FELICITY
                        Well, Austin, I think this time you 
                        may have met your match.
                                    AUSTIN
                        Oh, I've beaten Dr. Evil before, and 
                        I'll beat him again.
                                    FELICITY
                        I was talking about me.
              She smiles, turns, and walks away.
              INT. AUSTIN'S PAD
              The room is dark, with only a single spotlight providing 
              illumination. Suddenly, Austin and Felicity rise on an 
              elevator into the middle of the spotlight.
                                    AUSTIN
                        Welcome to my shag pad, baby.
              Light floods the pad, revealing hanging basket chairs, Hi-
              fi, and Warhol silk screens of Austin.
              Austin blows DUST off a table.
                                    AUSTIN
                        Care for something to drink?
              Austin hits a button and a bookcase revolves to reveal a 
              wetbar.
                                    AUSTIN
                        Or perhaps something to read?
              Austin walks seductively over to the real wetbar and hits a 
              button. It revolves to reveal a bookcase.
                                    AUSTIN
                        How about a hot cup of coffee?
                                    FELICITY
                        Yes, I rather fancy a grind.
                                    AUSTIN
                        Oh, Behave!
              Austin hits a button and an automatic coffee-pourer pours a 
              cup.
              MUSIC: Girl from Impenema by JOBIM
                                    AUSTIN
                        Would you like a... mas-sage? A 
                        sensssual mas-sage?
              Austin hits a button and a series of actions take place: the 
              floor opens up to reveal a sunken bed; red gels slide into 
              place over the lamps; a painting slides back to reveal a 
              reel-to-reel; an end table revolves to reveal a selection of 
              massage oils.
              Felicity lies on her stomach. Austin begins to massage her.
                                    AUSTIN
                        How does that feel, baby?
                                    FELICITY
                        Mmm, lower.
                                    AUSTIN
                             (lowering his voice)
                        HOW DOES THAT FEEL, BABY?
              They laugh. Austin continues to massage her.
                                    FELICITY
                        Wait, something's itching me.
              She reaches behind her and unties the strap of her evening 
              dress, revealing her naked back.
                                    FELICITY
                        That's better.
                                    AUSTIN
                        Crikey!!!
              Austin GULPS and accidentally spurts way too much oil on 
              her.
                                    AUSTIN
                        Sorry.
              Austin continues the back rub and Felicity stretches out on 
              the bed.
                                    AUSTIN
                             (talking to his crotch)
                        Hello, anyone home? C'mon lads, do 
                        it for England.
              Austin takes a peak-- nothing. He is panicked.
                                    FELICITY
                        Oh, that was so relaxing. Felicity 
                        stretches very sexily.
                                    AUSTIN
                        Would you 'like to see my etchings?
                                    FELICITY
                             (sexy)
                        I think I'm ready for bed.
              She moves close to Austin. He slides to the other side of 
              the bed.
                                    AUSTIN
                        I'll get you some PJs.
                                    FELICITY
                        No, I'm ready for bed.
              She moves over to him. He avoids her.
                                    AUSTIN
                        Oh, you'll want to clean your teeth 
                        then.
              Austin holds up toothpaste and toothbrush. Felicity finally 
              grabs him and pins him to the bed.
                                    FELICITY
                        No, I want to have sex with you, 
                        Austin.
                                    AUSTIN
                        Hello Vicar!
                                    FELICITY
                        I've studied everything about you- 
                        your methods, your accomplishments, 
                        your preferences. You're the reason 
                        I became a spy. Now, I've waited two 
                        years to meet you, so I say we get 
                        busy making up for lost time.
              Austin sits up.
                                    AUSTIN
                             (reflective)
                        Felicity, I used to think that way, 
                        too, but I guess... I guess I've 
                        changed.  Not to make a short story 
                        long, or to ramble on and on, or to 
                        keep talking in a repetitive manner 
                        ad infinitum until it becomes 
                        impossible to remember what I was 
                        talking about in the first place, 
                        but- where was I?
              MUSIC: SAD INSTRUMENTAL
                                    AUSTIN
                        Oh yes. Felicity, I can't shag you. 
                        I've lost my mojo.
                                    FELICITY
                             (obviously disappointed)
                        Oh.
                                    AUSTIN
                        I thought coming back to the Sixties 
                        would bring it back, but it hasn't.
                                    FELICITY
                        Austin, don't worry. I know just the 
                        man to help you. He's my guru. Ringo 
                        recommended him and he's the best.
                                    AUSTIN
                        I'll warm up the Jumbo Jet, baby!
              EXT. AUSTIN'S PSYCHEDELIC JUMBO JET
              Austin's plane in flight.
              EXT. INDIA - STOCK FOOTAGE
              EXT./INT. BEETLE
              Austin and Felicity drive against obvious rear screen 
              projection of India.
              INT. ASHRAM
              It looks like a mosque, with incense, tapestries, and 
              DISCIPLES.  Austin and Felicity enter.
              MUSIC: SITAR
                                    FELICITY
                        There he is. That's my guru.
              We see the GURU PITKA (played by Mike), an Indian man in a 
              bright red sari.
                                    FELICITY
                        Guru, I'd like you to meet Austin 
                        Powers.
                                    AUSTIN
                        How are you baby?
                                    GURU PITKA
                        My chakras are aligned and I am in a 
                        perfect state of equipoise.
                                    AUSTIN
                        Good on ya. I don't know what that 
                        means but it sounds fab.
                                    FELICITY
                        Guru, we need some advice.
                                    GURU PITKA
                        Hold your horses and any other beasts-
                        of burden. I must lead my disciples 
                        in meditation and then I will help 
                        you.
              The Guru walks to the front of the room and the disciples 
              sink to their knees.
                                    DISCIPLES
                        Ahhhhhh!
                                    GURU PITKA
                        My name is the Guru Pitka. I am a 
                        spiritual teacher and I have combined 
                        many disparate disciplines into a 
                        unified movement of human potentiality 
                        and equipoise that I learned from my 
                        guru, the late Guru Shastri, a chaste 
                        man who died mysteriously of a disease 
                        that strangely had all the hallmarks 
                        of syphilis. He would say to me, 
                        Sparky, love is all, life is breath.
                                    DISCIPLES
                        Ahhhhhh!
                                    GURU PITKA
                        Now, perhaps you are wondering where 
                        I got the nickname Sparky.  Well, 
                        when we were young we used to play a 
                        game called "Stinkmop". We would 
                        urinate into a bucket, dip a mop 
                        into it, and play tag. I did not 
                        care for "Stinkmop" and a very wise 
                        old man said to me 'oh lighten up, 
                        Sparky', and I don't know, the name 
                        kind of stuck.
                                    DISCIPLES
                        Ahhhhhhhh...
                                    GURU PITKA
                        Now, the reason I am a spiritualist 
                        instead of a therapist is that 
                        'therapist' often becomes 'the rapist' 
                        and that will not help us attain 
                        potentiality. Now what is 
                        potentiality? It is the ability to 
                        achieve those goals that we wish to 
                        achieve for ourselves. People often 
                        say to me that they feel "nowhere", 
                        and I am going to change that to 
                        "Now here."
              The guru holds up a card which says "NOWHERE = NOW HERE!"
                                    DISCIPLES
                        Ahhhhhhh...
                                    GURU PITKA
                        And you have many assumptions about 
                        your goals, but when you "assume" 
                        You make an "ass" out of "u" and 
                        "me".
              Guru holds up a card which says "ASSUME = ASS - U - ME."
                                    DISCIPLES
                        Ahhhhhhh....
                                    GURU PITKA
                        The being, or that which we call 
                        'ourselves', is not the tinker.  It 
                        is not the taughts. It is the Gap 
                        between the tinker and the taughts! 
                        We are not our mind, we are not our 
                        body, we are the Gap!
              Guru holds up a card that says "NOT TINKER, NOT TAUGHTS, BUT 
              THE GAP" with the familiar Gap font.
                                    DISCIPLES
                        Ahhhhh...
                                    GURU PITKA
                             (rapid fire)
                        The heart of the matter is that you 
                        are the heart of the matter.  There 
                        is no "I" in "team". Beer before 
                        liquor, never sicker. Don't take a 
                        wooden nickel.  If your pipe is short 
                        and your pump is weak, you better 
                        stand close or you'll piss on your 
                        feet. He who goes to bed with itchy 
                        bum wakes up with smelly finger.
                                    DISCIPLES
                        Ahhhhh...
                                    GURU PITKA
                        Finally, the path to spiritual 
                        awakening requires the death of ego. 
                        Leggo of my ego! Let us end with the 
                        mantra: Om Ay Vant Yu Uh... Mo Ay 
                        Vant Yu Uh... Mo Ay Vant Yu Hu.
                                    DISCIPLES
                             (chanting)
                        Om Ay Vant Yu Uh... Mo Ay Vant Yu 
                        Uh... Mo Ay Vant Yu Hu.
              The Guru takes a swig of Yoo-Hoo.
                                    GURU PITKA
                        Go with God, and pay at the door 
                        please.
              The disciples file out. Austin and Felicity approach.
                                    GURU PITKA
                        How can I help you?
                                    AUSTIN
                        Guru, I'm having trouble performing.
                                    GURU PITKA
                        What do you mean?
                                    AUSTIN
                        You know- my bits and pieces are a 
                        bit sleepy.
                                    GURU PITKA
                        I'm not understanding.
                                    AUSTIN
                        I've forgotten the steps to the Mummy-
                        Daddy dance.
                                    GURU PITKA
                        Still not clear.
                                    AUSTIN
                        My flag's at half mast and no one 
                        will salute it.
                                    GURU PITKA
                        Sorry?
                                    AUSTIN
                        My Willie don't work.
                                    GURU PITKA
                        Why are you beating around the bush?
                                    AUSTIN
                        That's my problem.
                                    GURU PITKA
                        Ohhhhh, I get it.
                             (beat)
                        No, I don't get it.
                                    FELICITY
                        He's impotent!
                                    AUSTIN
                        Alright, easy.
                             (to Guru)
                        Felicity and I were all set for some 
                        hump Olympics and I couldn't bat for 
                        six.
                                    GURU PITKA
                        Oh, yes, I see.
                                    AUSTIN
                        You have no idea what I'm saying, do 
                        you?
                                    GURU PITKA
                        Not a word.
                                    AUSTIN
                        Guru, I've lost my mojo.
                                    GURU PITKA
                        Oh, mojo! You should have said so. 
                        Well, you've lost your mojo because 
                        your chakras are misaligned. You 
                        have lost love.
                                    AUSTIN
                        Lost love? Oh, you mean Vanessa?
                                    FELICITY
                        Who's Vanessa?
                                    AUSTIN
                        She was an evil robot minion of Dr. 
                        Evil. I couldn't have loved her.
                                    GURU PITKA
                        Denial ain't just a river in Egypt, 
                        buddy. You will only get your mojo 
                        back when you surround yourself with 
                        love.
                                    AUSTIN
                        Oh, I get what you're saying now! 
                        He's talking about free love, baby! 
                        Tune in, turn on, and drop out!
                                    GURU PITKA
                        I am talking about true love. You 
                        must stay and study until you are 
                        worthy.
                                    AUSTIN
                        No way, man. The only way to surround 
                        yourself with love is to throw a 
                        swinging shin-dig! Yeah, baby, yeah!
              INT. DR.EVIL'S VOLCANO LAIR
              Dr. Evil and Frau are interrupted by the man we now know as 
              FAT BASTARD. He is foul-mouthed, and when he swears he is 
              bleeped.
                                    DR. EVIL
                        Well done, Fat Bastard. May I have 
                        the mojo?
                                    FAT BASTARD
                        First things first, where's your 
                        shitter? I've gotta bleepin, turtle 
                        head pokin' out.
                                    DR. EVIL
                             (disgusted)
                        Right. Charming. Fat Bastard- you 
                        don't mind me calling you Fat Bastard 
                        do you?
                                    FAT BASTARD
                        I've got a lot of demons kickin' 
                        around in my noggin, but weight issues 
                        ain't one of them.
                                    DR. EVIL
                        Alright, Fatty-
                                    FAT BASTARD
                        The name is Fat Bastard!  I'm the 
                        incorrect weight for my height and I 
                        was born out of wedlock, hence the 
                        moniker Fat Bastard. Hey, I'm not 
                        kiddin'. I've got a crap on deck 
                        that could choke a donkey.
                                    DR. EVIL
                        Fat Bastard, the mojo?
                                    FAT BASTARD
                        Where's my (bleeping) money?
                                    DR. EVIL
                        A gentlemen never discusses money.
                                    FAT BASTARD
                        Fine, you can take your (bleep)in' 
                        money and shove it up your (bleep), 
                        you stupid (bleeping) prick! While 
                        you're at it you can suck my greasy, 
                        two-toned (bleep)!
                                    DR. EVIL
                             (pause)
                        Vulgarity is no substitute for wit.
                                    FAT BASTARD
                        (Bleep) you!
                                    DR. EVIL
                        Right. Bring in the money.
              Dr. Evil PRIVATE ARMY SOLDIERS drive in a forklift loaded 
              with gold bars.
                                    FAT BASTARD
                        Alright, here it is.
              Fat Bastard slowly draws out the high-tech syringe full of 
              MOJO.
              Dr. Evil is mesmerized.
                                    DR. EVIL
                        Mini-Me, fetch.
              Mini-Me runs and snatches the mojo from Fat Bastard and gives 
              it to Dr. Evil, who caresses it and places it on a SPECIALLY 
              PREPARED PEDESTAL.
              NUMBER TWO enters.
                                    NUMBER TWO
                        Dr. Evil, I have some bad news. Austin 
                        Powers is back in the Sixties. One 
                        of our best assassins spotted him 
                        but he got away.
                                    DR. EVIL
                        This is ri-goddamn-diculous, we have 
                        his mojo.
                                    NUMBER TWO
                        There is another. Felicity Shagwell, 
                        CIA.
              Suddenly, Scott Evil enters through TIME PORTAL.
                                    DR. EVIL
                        Scott, what are you doing here?
                                    SCOTT
                        I don't know, I was sitting around 
                        watching the tube and The Courtship 
                        of Eddie's Father came on Nick at 
                        Nite, you know, and I was just 
                        listening to that theme song--
                             (hums/sings the theme)
                        Anyway it made me think that maybe 
                        we could try and work things out. 
                        You know, you are my Dad and I need 
                        you.
                                    DR. EVIL
                        You had your chance, Scott. I already 
                        have someone created in my image. 
                        He's evil, he wants to take over the 
                        world, and he fits easily into most 
                        overhead storage bins.
                             (looking around)
                        Has anyone seen Mini-Me?
                             (calling out)
                        Mini-Me! Mini-Mouse? Mini-Driver? 
                        Hello! Mini Pearl? Can we put a 
                        frickin' bell on him or something?
              Scott, very hurt, sits back in his chair and sulks. Dr. Evil 
              hits a button and a model moon and a model earth descend.
                                    DR. EVIL
                        Gentlemen, phase three. We place a 
                        giant laser on the moon. Let me 
                        demonstrate.
                             (beat)
                        Where's my laser?
              Dr. Evil looks around and sees Mini-Me gnawing on the model 
              laser. Dr. Evil takes it from his mouth
                                    DR. EVIL
                        Mini-Me, don't chew my laser.
                             (to room)
                        Not feeling well. He has an ear 
                        infection, but tit's OK.
                             (pause)
                        No? Nothing?
                             (back to model)
                        Anyway, the laser is powerful enough 
                        to destroy every city on the planet 
                        at will. We'll turn the moon into 
                        what I like to call a "Death Star".
              Scott SNICKERS.
                                    DR. EVIL
                        What?
                                    SCOTT
                             (snickering again)
                        Nothing Darth.
                                    DR. EVIL
                        What did you call me?
                                    SCOTT
                        Nothing.
                             (pretends to sneeze)
                        Rip-off!
                                    DR. EVIL
                             (unsure)
                        Bless you? Anyways, since my "death 
                        star" laser was invented by the noted 
                        Cambridge physicist, Dr. Parsons. I 
                        thought we'd name it in his honor-- 
                        the Alan Parsons Project.
              Scott SNICKERS again.
                                    DR. EVIL
                        What now?
                                    SCOTT
                        The Alan Parsons Project was a 
                        progressive rock band from 1982.  
                        Why don't you just name it Operation 
                        Wang Chung, ass?
                                    DR. EVIL
                             (indicating laser)
                        When you get your own evil empire, 
                        you can call it whatever you want.  
                        Gentlemen, allow me to demonstrate 
                        the awesome lethality of the Alan 
                        Parsons Project. Fire the laser!
              INSERT SHOT:
              A giant laser beam smashes down through the roof of the White 
              House, causing it to explode.
              Everyone is shocked by the laser's power.
                                    NUMBER TWO
                        My God, Dr. Evil, you destroyed the 
                        Wihite House with no warning!
                                    DR. EVIL
                        Actually, that was just footage from 
                        the 1996 blockbuster motion Picture 
                        Independence Day, but it would be a 
                        lot like that. What do you think, 
                        Scott?
                                    SCOTT
                        Yeah, Codename: Thompson Twins was 
                        really impressive.
                                    DR. EVIL
                        Shhhh!
                                    SCOTT
                        I'm nineteen, I don't-
                                    DR. EVIL
                        Shh! Shh-Shh. Shh-Shhhhhh-Shh. Shh-
                        shh! It's Morse code.
                             (reading imaginary 
                             paper)
                        Let me decipher... it says 'shhhhh!'
                                    SCOTT
                        You are so lame-
                                    DR. EVIL
                             (like Electric Company)
                        Ssssss...huuuuuh...Shhhhh!
                                    NUMBER TWO
                        Dr. Evil, what are we going to do 
                        about Powers?
                                    DR. EVIL
                        Fat Bastard, in addition to being 
                        extremely rotund, you're a vicious 
                        killer.
              Take care of it.
                                    FAT BASTARD
                        It'll be my pleasure.
                                    DR. EVIL
                        It's an easy job. Without his mojo, 
                        Powers will be...powerless?
              INT. AUSTIN'S PAD - NIGHT
              A party, packed with dancing freaks of every stripe, is in 
              full swing. A girl dances in an oversized birdcage.
                                    AUSTIN
                        This shag-in is gonna blow your mind, 
                        baby, yeah!
              The party sequence is shot like Laugh-In. Very fast cuts to 
              the music.
              Austin sees a VERY PREGNANT WOMAN drinking a martini and 
              smoking.  He gently lifts her drink and cigarette away from 
              her.
                                    PREGNANT WOMAN
                        Hey!
                                    AUSTIN
                        You'll thank me later, baby.
              Another angle. Austin and Felicity dancing.
                                    AUSTIN
                             (noticing someone)
                        Hey! Ricardo Monteblan, how are you?
              We see RICARDO MONTEBLAN -smoking a hukka on a round chair.
                                    RICARDO
                        Hello, Austin! Balls, said the queen 
                        and the king laughed because he had 
                        too.
                                    AUSTIN
                             (to camera)
                        Crazy, man!
                                    FELICITY
                        Let's split up and scope the scene.
                                    AUSTIN
                        Don't do anything I wouldn't do- at 
                        least not without me.
              Felicity slaps Austin on the butt as he walks off.
                                    AUSTIN
                        Oh, behave!
                                                                   CUT TO:
              Austin at the bar with an exotic-looking mod chick.
                                    AUSTIN
                             (to chick)
                        You're very exotic, baby. Do you 
                        have a little English in you?
                                    CHICK
                        No.
                                    AUSTIN
                        Would you like to?
                                                                   CUT TO:
              An Alan Zeus-type very gay guy.
                                    ALAN ZEUS GUY
                             (rolling his eyes)
                        This is ridiculous!
                                                                   CUT TO:
              A LONDON COP and Felicity are on hanging chairs.
                                    LONDON COP
                        Have you ever been picked up by the 
                        fuzz?
                                    FELICITY
                        No, but I bet it really hurts.
                                                                   CUT TO:
              A GUY IN A RAINCOAT on a tricycle, shot undercranked, rides 
              through the party and falls over.
                                                                   CUT TO:
              Austin pops into frame with a book that says "AUSTIN POWERS 
              SEXY DICTIONARY".
                                    AUSTIN
                        The Austin Powers Sexy Dictionary 
                        defines an Eskimo hooker as a frosty 
                        prosty.
                                                                   CUT TO:
              An eskimo at the bar in a fur parka.
                                    ESKIMO
                             (to camera)
                        I don't get it.
                                                                   CUT TO:
              The camera pans up Felicity's cool hip-huggers, which are 
              very tight.
                                    AUSTIN
                        Those are skin tight. How do you get 
                        into those pants, baby?
                                    FELICITY
                        Well you can start by buying me a 
                        drink.
              Austin does a spit take.
                                                                   CUT TO:
              Felicity with a VIKING.
                                    VIKING
                        You were great last night. By the 
                        way, I'm Thor.
                                    FELICITY
                        You're Thor? I'm tho thor I can hardly 
                        thit.
                                                                   CUT TO:
              Austin is wearing a silly spiked German helmet like in Hogan's 
              Heroes.
                                    AUSTIN
                             (German accent)
                        Hello, I am Baron Von Firstinbed. 
                        Last night I had German-Chinese food. 
                        An hour later I was hungry- for power.
                                                                   CUT TO:
                                    ZEUS GUY
                        Oh puh-leez, why don't you take a 
                        handful of F-off pills?
                                                                   CUT TO:
                                    AUSTIN
                        Did you hear about the contortionist 
                        who was engaged to be married?
                                    FELICITY
                        Yeah, I heard she broke it off.
                                                                   CUT TO:
              Film running backwards of Austin doing a spit take.
                                                                   CUT TO:
              ARTIE JOHNSON in German helmet behind a plant.
                                    ARTIE JOHNSON
                        Verrrrry interesting- but shtupid!
                                                                   CUT TO:
              Austin takes his glasses off to clean them. We see his POV, 
              which is totally fuzzy. He looks over and sees what appears 
              to be a NUDE GIRL- two round globes and dark triangle.
              Austin puts his glasses on and looks again. It is actually a 
              girl in a flesh-colored dress. In between her and Austin 
              were two COMPLETELY BALD MEN and a triangular martini glass 
              filled with a Cosmopolitan.
                                                                   CUT TO:
              Cut to Austin and Felicity together again.
                                    FELICITY
                        Look at that.
              She points to where Fat Bastard and his companion are 
              standing.
                                    AUSTIN
                        That's not a pretty sight. Who is 
                        he?
                                    FELICITY
                        Until recently he worked security 
                        for the MOD, but we think he might 
                        be a double agent, possibly for Dr. 
                        Evil.
                                    AUSTIN
                        How do you know?
                                    FELICITY
                        We've noticed that his lifestyle has 
                        changed dramatically. He's made a 
                        lot of cash purchases, he's hanging 
                        out with foxes half his age, and 
                        he's becomes quite a fixture on the 
                        London party circuit.
                                    AUSTIN
                        Who's the girl?
                                    FELICITY
                        I don't know, but it looks like he's 
                        splitting.
              Fat Bastard exits.
                                    FELICITY
                        I'll follow him. You see what you 
                        can get out of the girl. We'll 
                        rendezvous later.
              Felicity follows Fat Bastard out the door. Austin makes his 
              way over to the girl.
                                    AUSTIN
                        Hello, hello.
                                    GIRL
                        Hello, Mr. Powers. Fab party.
                                    AUSTIN
                        Who are you today, baby?
                                    GIRL
                        Robin. Robin Swallows.
                                    AUSTIN
                        Swallows? That's an interesting name. 
                        Are you English?
                                    ROBIN SWALLOWS
                        German, actually. My maiden name is 
                        Spitz.
                                    AUSTIN
                        Well which is it, baby, Spitz or 
                        Swallows? Either way, it's a pleasure.
                                    ROBIN SWALLOWS
                        The pleasure is mine.
              She extends her hand. Austin takes it and shakes. As he 
              shakes, her cleavage undulates like jello. Austin is 
              transfixed and keeps shaking far too long.
                                    AUSTIN
                        Charmed, I'm sure.
                             (still shaking, her 
                             breasts jiggle)
                        How do you do?
                             (still shaking, 
                             jiggling)
                        Yes, quite.
                             (shakes, jiggles)
                        I always enjoy meeting new people.
                             (shakes, jiggles)
                        How's your mum? Good.
                             (shakes, jiggles)
                        I love shaking hands.
              Austin. is shaking her hand so vigorously that she is in 
              danger of popping out of her dress.
                                    AUSTIN
                             (snapping out of it)
                        So, who was your friend?
                                    ROBIN SWALLOWS
                        His name is Fat Bastard.
                                    AUSTIN
                        It suits him.
                                    ROBIN SWALLOWS
                        He's my lover.
              Austin is grossed out.
                                    AUSTIN
                        OK. Would you happen to know if he's 
                        in business with a man named Mr. 
                        Evil?
                                    ROBIN SWALLOWS
                        I don't know anyone named Dr. Evil.
                                    AUSTIN
                        Really? I said Mister Evil. Austin 
                        does a smug take.
                                    AUSTIN
                        Something to drink? Would you like a 
                        Mister Pepper?
                                    ROBIN SWALLOWS
                        Yes, I'd love a Doctor Pepper.
                                    AUSTIN
                        Really? I said Mister Pepper.
              Austin does another smug take. Robin grabs Austin and pulls 
              him close.
                                    ROBIN SWALLOWS
                        You're a groovy boy, I'd like to 
                        strap you on sometime.
                                    AUSTIN
                        Oh, behave!
                                                                   CUT TO:
              ALAN ZEUS-TYPE GUY IN LIMBO
                                    ALAN ZEUS TYPE
                        Meanwhile...
                                                                  BACK TO:
              EXT. FISH AND CHIPS STAND - NIGHT
              Literally a window in a wall. Fat Bastard is placing his 
              order.
                                    FAT BASTARD
                        ...and I'll have a fried-prawn 
                        sandwich, with extra mayonnaise, two 
                        whole chickens, a kidney pie, a toad 
                        in the hole, bubble and squeak, 
                        bangers and mash, 3 orders of fish 
                        and chips, and... a Fresca. No ice.
              We pan to see Felicity beside him.
                                    FELICITY
                        I love a man with a large appetite.
                                    FAT BASTARD
                        And I love a woman with big (bleeps), 
                        so let's shut up and get to
                        (bleep)ing.
              Felicity swallows hard and forces a smile.
              INT. AUSTIN'S PAD - NIGHT
                                    AUSTIN
                        Can I ask you a question?
                                    ROBIN SWALLOWS
                        Yes.
                                    AUSTIN
                        Thank you.
              Beat.
                                    ROBIN SWALLOWS
                        Well, what's the question?
                                    AUSTIN
                        Oh, yes. Would you like to shag? 
                        Would you?
                                    ROBIN SWALLOWS
                        I'd love to, Mr. Powers, just come 
                        right... over... here.
              Robin moves Austin into place as they dance.
                                    AUSTIN
                        You're a bit of alright.
              Just then, Austin looks into her eyes and sees the REFLECTION 
              OF AN ASSASSIN (Oedipus) about to throw a knife.
              Just as he throws it, Austin spins Robin Swallows around and 
              USES HER AS A SHIELD. She takes the knife squarely in the 
              back.
                                    ROBIN SWALLOWS
                             (strained)
                        Oedipus... use the revolver.
              Oedipus pulls out a pistol and begins FIRING. Austin continues 
              to use Robin AS A SHIELD. She takes six hits. Oedipus runs 
              out of bullets.
                                    ROBIN SWALLOWS
                             (strained)
                        Oedipus... use the machine gun.
              Oedipus pulls out a machine gun and FIRES. In a Robert 
              Rodriquez- like flurry of events, Austin dodges while still 
              USING HER AS A SHIELD.
              Oedipus throws down his gun and charges Austin. Austin uses 
              Robin's body to block Oedipus's head butt, but his momentum 
              pushes all three of them through a PLATE GLASS WINDOW of his 
              second story loft.
              IN MID-AIR
              As they fall, Austin turns Robin around so that she is between 
              him and the ground.
              EXT. OUTSIDE AUSTINIS FLAT
              They land with a THUD. Robin cushions Austin's fall. Oedipus 
              is dead on the pavement.
                                    ROBIN SWALLOWS
                        Oedipus, Oedipus...
                                    AUSTIN
                        Sorry baby, too late. He's as dead 
                        as vaudeville.
                                    ROBIN SWALLOWS
                        You can't win, Powers. Dr. Evil has 
                        your mojo and it's only a matter of 
                        time before he kills you and takes 
                        over the world.
                             (weak)
                        Tell Fat Bastard I'll miss him...
                                                                   CUT TO:
              INT. BEDROOM - NIGHT
              Felicity is in bed, naked under the sheets, smoking a 
              cigarette.  We hear strange sounds offstage.
              We pan over to reveal she's IN BED WITH A NAKED FAT BASTARD!
              He is eating a huge turkey leg, his face covered in food.
                                    FAT BASTARD
                        I always get (bleep)in' hungry after 
                        I get my end away!
                                    FELICITY
                        I never would have thought that a 
                        man of such tremendous girth could 
                        be such a, um, creative and sensuous 
                        lover!
                                    FAT BASTARD
                        You want some chicken? I have more!
              He rolls over to reveal his HUGE NAKED ASS.
              Felicity takes a homing device out of her purse, looks around 
              for a place to plant it. She sees his enormous butt cleavage 
              and realizes that there's only one place for the thing to 
              go.
              ANGLE on FAT BASTARD'S face. He is delighted.
                                    FAT BASTARD
                        Frisky are we? Alright lets have 
                        another go!
              She is horrified.
              INT. DR. EVIL'S VOLCANO LAIR - MAIN ROOM
              Dr. Evil at his table with Frau, Scott, and Number Two.
                                    DR. EVIL
                        Get me the President of the United 
                        States.
              The PRESIDENT appears on Dr. Evil's video screen with his 
              ADVISORS behind him.
              INT. OVAL OFFICE (SPLIT SCREEN)
                                    PRESIDENT
                        Dr. Evil, what do you want?
                                    DR. EVIL
                        Not what I want Mr. President, but I 
                        will receive. In 12 hours I will 
                        destroy Washington, DC with a giant 
                        laser.
              Dr. Evil reveals a giant laser. Mini-Me is humping it like a 
              dog.
                                    DR. EVIL
                        OK, Mini-Me, why don't you and the 
                        laser get a frickin' room. Honestly.
                             (to President)
                        I will destroy another major city 
                        every hour- that is, unless you
                        pay me-
              SNAP ZOOM
                                    DR. EVIL
                        One hundred billion dollars!
              The President and his advisors LAUGH.
                                    PRESIDENT
                        Dr. Evil that's more than the entire 
                        federal budget for 1969.
                                    DR. EVIL
                        Don't play games with me. The capitol 
                        will disappear if I don't receive
              SNAP ZOOM
                                    DR. EVIL
                        One hundred billion dollars!
              His advisors LAUGH.
                                    PRESIDENT
                        That much money simply doesn't exist. 
                        I don't think l00 billion is even a 
                        number. It's like saying I want a 
                        kajillion bajillion dollars.
              His advisors LAUGH.
                                    DR. EVIL
                        Come on, Mr. President...
              SNAP ZOOM:
                                    DR. EVIL
                        "Show me the money!"
              Dr. Evil looks around smugly. No one laughs.
                                    PRESIDENT
                        What?
              SNAP ZOOM:
                                    DR. EVIL
                        "Show me the money!"
              He looks around again, expectantly.
                                    PRESIDENT
                        I'm sorry, I don't understand.
                                    DR. EVIL
                        You know, kwan? Show me the money? 
                        No? Nothing?
                                    SCOTT
                        It's 1969. That movie won't come out 
                        for another 30 years, ass.  They 
                        don't know what you're talking about.
                                    DR. EVIL
                        Right. OK, see if you understand 
                        this: give me the money or I'm going 
                        to blow you to frickin' bits, OK?
              The President and his advisors MURMUR.
                                    PRESIDENT
                        But-
                                    DR. EVIL
                             (making 'stop' gesture)
                        Talk to the hand!
              Dr. Evil signs off.
                                    DR. EVIL
                             (to Scott)
                        I did love that, though. Cuba Gooding 
                        Jr. was outstanding. Oscar speech, 
                        very touching.
              Scott looks at him with disgust.
                                    DR.EVIL
                        Okay, everybody clear the room!
              Everyone leaves and he walks over to a panel bearing his 
              logo. He presses a button, the panel opens up to reveal... A 
              SECRET SHRINE TO AUSTIN POWERS!
              In it we see a huge full-length photo of Austin Powers, and 
              various magazine covers.
              He presses a button and an Austin wig descends from the 
              ceiling landing perfectly on his bald head. A backless mockup 
              of Austin's suit rises from the floor. He puts on a pair of 
              glasses. He has become Austin Powers.
              Dr. Evil cautiously tastes the mojo.
                                    DR. EVIL
                        Yeah, baby. Very shagedelic.
                             (beat)
                        This isn't working. I don't feel 
                        anything.
              We PUSH IN towards Dr. Evil's head.
              FLASH CUT TO:
              DR. EVIL ANIMATED SEQUENCE
              A Yellow Submarine-like depiction of Dr. Evil. Zoom in on 
              his head which explodes into 30 other small Dr. Evil heads 
              which rain on a Peter Max-ian valley of flowers. The flowers 
              sprout the word "EVIL'.
              A psychedelic flying Austin head with spirals in the glasses 
              smashes the flowers, changing the words from "EVIL" to "VILE" 
              and to "LIVE" and then to "LOVE".
              Turn-of-the-century fat cat capitalists on stilts with teeth 
              coming out of their stomachs drop penis rockets that have 
              the word "GREED" written on the shaft, smashing the "LOVE" 
              flowers into "IRELO" which sprouts into "YELLOW" which turns 
              into submarines, which becomes yellow penises of huge, goose-
              stepping Dr. Evils, each of them peeing, creating a rain of 
              urine that falls on the Peter Max-ian valley of a hundred 
              Austin Powers citizens. They each open an umbrella that says 
              "LOVE TRIUMPHS OVER LUST". The urine turns into a stream 
              that flows into the mouth of a huge head of Dr. Evil.
              FLASH CUT BACK TO:
              INT. DR. EVIL'S VOLCANO LAIR - AUSTIN SHRINE
              Pull back from Dr. Evil's head. He looks dazed and confused. 
              Just then, Number Two re-enters the room, catching Dr. Evil 
              with all his Austin paraphernalia.
                                    NUMBER TWO
                        Dr. Evil, one last thing. I-- oh.
                                    DR. EVIL
                        I was just... right. Would it kill 
                        you to frickin' knock?
              EXT./INT. CARNABY STREET - DAY
              Austin and Felicity walk along the street.
                                    FELICITY
                        Austin, tell me about the Nineties.
                                    AUSTIN
                        You know I can't tell you details 
                        about the future, baby, it could 
                        alter history.
                                    FELICITY
                        Not details, just what it's like. 
                        You know, what's the scene?  Where's 
                        it at?
                                    AUSTIN
                        There've been a lot of advances in 
                        the Nineties, baby. The economy is 
                        stable, people take better care of 
                        their health concern for the 
                        environment is on the rise and, um, 
                        let's see, there's an entire 
                        television channel dedicated to golf.
                                    FELICITY
                        Sounds awful.
                                    AUSTIN
                        It's not so bad once you get used to 
                        it. The Nineties are about 
                        responsibility. You know, having 
                        respect for yourself and other people. 
                        I even got married.
                                    FELICITY
                        You? Married? What about the sexual 
                        revolution?
                                    AUSTIN
                        Well, it turns out there were some 
                        casualties, baby. Don't you think 
                        you'll ever get married?
                                    FELICITY
                        No, not until I get a little more 
                        'experience' under my belt.
                                    AUSTIN
                        Oh, behave!
              Suddenly Austin notices something outside and puts his hand 
              to his mouth in fear.
                                    AUSTIN
                             (wide-eyed)
                        Oh my God!
              Felicity is immediately on her guard. She pulls her gun.
                                    FELICITY
                             (looking around)
                        What is it! Is it Fat Bastard?
                                    AUSTIN
                        No, written here on my hand, see?
              Austin turns his hand around to show her. He has written 'oh 
              my God' on his hand with the pen.
                                    AUSTIN
                        Says 'Oh my God!'
              They laugh.
                                    FELICITY
                        Austin, look.
              Austin and Felicity duck into a CAMERA SHOP and come out an 
              instant later with SUPER-8 CAMERAS.
              They run down the street filming each other.
              AUSTIN AND FELICITY - SUPER-8 MONTAGE
              This is a Richard Lester-like sequence shot on grainy film 
              from Austin and Felicity's POVs.
              There's lots of SPEEDED UP stuff and POPPING IN AND OUT of 
              frame like the MONKEES TV show.
              BACK ON THE STREET
                                    AUSTIN
                        Felicity, I haven't had this much 
                        fun since I worked undercover in 
                        Amsterdam-- '66 I think it was.
                                    FELICITY
                        1965, actually. You posed as a Dutch 
                        cheese expert to stop Dr.  Evil from 
                        poisoning the world's water supply.
              Austin is impressed.
                                    FELICITY
                        I've studied your file, Austin. I 
                        want to be a trailblazer, just like 
                        you.  The Seventies are right around 
                        the corner. It's going to be a 
                        glorious time for fashion and music 
                        and technology-- it won't be long 
                        before every flying car has its own 
                        8-track.
              Austin starts to say something, then bites his tongue.
                                    FELICITY
                        The CIA has always been a boy's club 
                        until now. Well move over, this 
                        chick's taking over.
                                    AUSTIN
                             (hoarse)
                        Very impressive.
                                    FELICITY
                        Austin, your voice!
                                    AUSTIN
                        Yes, I think I'm coming down with 
                        something.
              Austin and Felicity stop at an ICE CREAM MAN with his 
              pushcart.
                                    AUSTIN
                        I'll get some ice cream. Would you 
                        like some?
                                    FELICITY
                        No thanks.
                                    AUSTIN
                             (hoarse, to ice cream 
                             man)
                        Could I have two scoops of Vanilla, 
                        please?
                                    ICE CREAM MAN
                        Right away, governor. Would you like 
                        chocolate syrup?
                                    AUSTIN
                             (hoarse)
                        Yes, please.
                                    ICE CREAM MAN
                        Will you have any whipped cream?
                                    AUSTIN
                             (hoarse)
                        I will, thank you.
                                    ICE CR@ MAN
                        Candy sprinkles?
                                    AUSTIN
                             (hoarse)
                        Yes please.
                                    ICE CREAM MAN
                        Crushed nuts?
                                    AUSTIN
                        No, laryngitis.
                                    ICE CREAM MAN
                        Here's your change, sir. Oh, and 
                        Austin--
              We cut back to the ICE CREAM MAN to see him pulling off a 
              very fake beard. It is BASIL (though it was clearly another 
              actor before).
                                    AUSTIN
                             (now with phlegmy 
                             throat)
                        Basil!
                                    BASIL EXPOSITION
                        Hello, Austin. What's wrong with 
                        your voice?
                                    AUSTIN
                             (still phlegmy throat)
                        I just had ice cream. Listen to me, 
                        I have dairy throat.  "Mary had a 
                        little lamb and it was always 
                        gruntin'. She tied it to a five bar 
                        gate and kicked it's little-
                                    BASIL EXPOSITION
                             (Interrupting)
                        Austin! Things are heating up, so I 
                        thought it best to contact you in 
                        disguise. Felicity, your plan worked. 
                        You and Austin track Fat Bastard 
                        back to Dr. Evil.
                                    AUSTIN
                        But how can we track Fat Bastard?
                                    FELICITY
                        I planted a homing device on him 
                        last night.
                                    BASIL EXPOSITION
                        Yes, and we're starting to pick up 
                        the signal now.
              Basil hands Felicity a tracking device that BEEPS.
                                    AUSTIN
                        How did you get close enough to plant 
                        a homing device?
                                    FELICITY
                        I shagged him, I shagged him rotten.
              Austin and Basil are confused and grossed out at the same 
              time.
                                    AUSTIN
                        You... him? Just like that?
                                    FELICITY
                        Yes, Austin, we needed that 
                        information.
                                    BASIL EXPOSITION
                        Well, thanks to your effort, Felicity, 
                        we now know that-
                                    AUSTIN
                             (interrupting, to 
                             Felicity)
                        Did you use an elaborate set of 
                        pulleys? A block and tackle?
                                    BASIL EXPOSITION
                        Anyway, you two follow the signal 
                        back to Dr. Evil's headquarters and 
                        then-
                                    AUSTIN
                             (interrupting, to 
                             Felicity)
                        I just can't get my head around it, 
                        baby. You're so small and he's so 
                        ... not small. The sheer mechanics 
                        of it are mindboggling!
                                    BASIL EXPOSITION
                        Never mind, Austin, you two have 
                        work to do. You must find Dr.  Evil.
              INT. BEETLE
              We hear the BEEP-BEEP of the tracking screen built into the 
              dash.
                                    AUSTIN
                        I got it! A Chinese basket with a 
                        counter-weighted ballast.  That's 
                        how you did it, right?
                                    FELICITY
                        Austin, it almost sounds like you're 
                        jealous.
                                    AUSTIN
                        Who, me? That's not possible, baby!
                             (beat, to himself)
                        is it?
              Just then a-car pulls beside them. Two Dr. Evil Private Army 
              guys pull machine guns and start SHOOTING.
                                    AUSTIN
                        Get down!
              Felicity ducks. Austin reaches back and pulls ROBIN SWALLOWS 
              from the back seat and USES HER AS A SHIELD.
                                    FELICITY
                        We're obviously on the right track.
                             (re: tracking screen)
                        It looks like Fat Bastard is-on an 
                        island in the middle of the ocean.
              EXT. DR. EVIL'S ISLANDNIGHT
              We hear the BEEP-BEEP of the tracking screen.
              EXT. BEACH - DR. EVIL'S ISLAND - NIGHT
              The Beetle comes from under the water and lands on the beach. 
              We still hear the BEEP-BEEP.
              EXT. TENT - WOODS - NIGHT
              Austin and Felicity have set up a tent with a view of the 
              Dr.  Evil Mt. Rushmore face. Austin is looking at the mountain 
              through a pair of binoculars which hang around his neck.
                                    AUSTIN
                        According to the readings, Dr. Evil's 
                        headquarters is over the next ridge.
                                    FELICITY
                        Can I have a look?
                                    AUSTIN
                        Sure.
              Austin hands her the binoculars. Unfortunately the strap is 
              still around his neck, pulling his face into her cleavage.
                                    FELICITY
                        Question is, how do we get in?
                                    AUSTIN
                             (muffled)
                        Mmmmmmm...mmmmm...
                                    FELICITY
                        Austin, did you hear me?
                                    AUSTIN
                        I seem to be stuck in your dirty 
                        pillows.
                                    FELICITY
                        Where are the topographical maps 
                        that Basil drew up?
                                    AUSTIN
                        I think they're in the tent.
              He and Felicity enter the tent. A LIGHT is on inside casting 
              shadows of Austin and Felicity on the side of the tent. From 
              the outside it appears the shadow Austin is leaning over 
              with his back to-the shadow Felicity, who appears to have 
              her hands up his butt.
                                    AUSTIN (V.O.)
                        Have you got it out yet?
                                    FELICITY (V.O.)
                        Good Lord, Austin, what sort of things 
                        do you put in there?
              The shadow Felicity appears to be tugging a string of sausage 
              links from his ass.
                                    AUSTIN (V.O.)
                        Oh, anything that catches my fancy.
                                    FELICITY (V.O.)
                        How do you manage to fit it all in?
                                    AUSTIN (V.O.)
                        Oh, it stretches to fit.
              The shadow Felicity appears to pull a tennis racket out of 
              Austin's ass.
                                    AUSTIN (V.O.)
                        Are you almost done? I can't hold it 
                        much longer.
              INT. TENT
              We see that Austin is leaned over holding part of the tent.
              Felicity is rummaging through a duffel bag across the tent.
                                    FELICITY
                        Here we go, one hammer. It's amazing 
                        how much this duffel bag will hold.
              INT. DR. EVIL'S VOLCANO LAIR
              We see Dr. Evil playing a piano. We pan to see Mini-Me on 
              top of the piano, himself playing a miniature baby grand.
                                    DR. EVIL
                             (singing)
                        'WHAT IF GOD WAS ONE OF US?
                        JUST A SLOB LIKE ONE OF US?'
              We see that Number Two and Frau are the audience. They 
              applaud.
                                    NUMBER TWO
                        Dr. Evil, that was fantastic, but I 
                        do have some bad news.  Powers' is 
                        on the island.
                                    DR. EVIL
                        How tedious.
                                    NUMBER TWO
                        Don't worry, Dr. Evil, we can get to 
                        him by using the girl.
                                    DR. EVIL
                        Really?
                                    NUMBER TWO
                        I have the perfect weapon. Frau?
                                    FRAU
                             (shouting)
                        Bring in the He-Bots!
              MUSIC: It's Rainina Men by THE WEATHERGIRLS Three HE-BOTS 
              enter in unison. They are robotic studs in Logan's Run type 
              outfits.
                                    NUMBER TWO
                        Dr. Evil, may I present the He-Bots. 
                        What kind of woman could resist these 
                        perfect specimens of masculinity? 
                        Their clothes are stylish, their 
                        posture is ramrod straight, and their 
                        buttocks are tight, like tigers. 
                        And, each He-Bot is armed with a 
                        secret weapon.
              ANGLE ON THE FIRST HE-BOT.
              A nozzle flips up from his codpiece and white smoke pours 
              out.
                                    NUMBER TWO (O.S.)
                        Poison gas...
              ANGLE ON THE SECOND HE-BOT.
              A gun barrel flips out form his crotch and FIRES machine-gun 
              style.
                                    NUMBER TWO (O.S.)
                        Machine gun...
              ANGLE ON THE THIRD HE-BOT.
              A nozzle flips up from his crotch and yellow liquid drizzles 
              out onto the floor, where it smokes.
                                    NUMBER TWO (O.S.)
                        And deadly acid.
              Dr. Evil is disgusted by the last one.
                                    DR. EVIL
                        Right. I object to the last one on 
                        aesthetic grounds, but I don't care 
                        how you get Powers, just bring him 
                        to me.
                             (to Mini-Me)
                        Ready Mini-Me? A one and a two and...
                             (singing)
                        ME, AND MY SHA-DOW STROLLING DOWN 
                        THE A-VA-
                             (rapidly)
                        WASN'T A STREET, WASN'T A ROAD
                        WASN'T A BOULEVARD
                             (dancing in step)
                        ME, AND MY SHA- OW ALL ALONE AND FEE-
                        LING...
                                    MINI-ME
                             (voice unnaturally 
                             low)
                        BLUE!
              EXT. TENT
              We see the shadows again. It now looks like Felicity is 
              putting things into Austin's ass.
                                    FELICITY (V.O.)
                        Do you want everything to go back 
                        in?
                                    AUSTIN (V.O.)
                        Yes. Listen, Felicity, about Fat 
                        Bastard-
                                    FELICITY (V.O.)
                        It's my job, Austin. You of all people 
                        should understand that.  Marakesh, 
                        1962. Rome, 1964. Tokyo, 1966. I 
                        know your record backwards and 
                        forwards.  You've had more sex on 
                        the job than a Swedish stewardess.
              The shadow Felicity tries to cram the tennis racket into 
              what appears to be Austin's ass.
                                    AUSTIN (V.O.)
                        You're right, Felicity, I can't deny 
                        it. But the world changed, and I 
                        changed too.
              Pull back to reveal that THE HE-BOTS are watching. Felicity 
              shoves the tennis racket extra hard.
              Austin stands up rapidly.
                                    AUSTIN (V.O.)
                        Ow!
                             (beat)
                        My back hurts.
                                    FELICITY (V.O.)
                        Are you OK?
                                    AUSTIN (V.O.)
                        I'm fine, just keeping packing.
              The He-Bots shrug their shoulders and march towards the tent.
              INT. DR. EVIL'S VOLCANO LAIR - 60'S
              Dr. Evil, Fat Bastard, Scott, Number Two and Frau are seated.
                                    FAT BASTARD
                        Christ Almighty, it smells terrible 
                        in here.
                                    DR. EVIL
                        It's the volcanic sulphurous 
                        emissions. We've put up some air 
                        fresheners.
                                    FAT BASTARD
                        Great, now it smells like someone 
                        took a shite in a pine tree.
                                    NUMBER TWO
                        Dr. Evil, the laser has been loaded 
                        into the rocket. You're ready for 
                        launch.
                                    DR. EVIL
                        I'm just waiting to taunt my nemesis. 
                        I have so few pleasures, you know.
              Austin and Felicity are brought in at gunpoint by Private 
              Army Men.
                                    DR. EVIL
                        Ah, Mr. Powers, Ms. Shagwell, welcome 
                        to my hollowed-out volcano.
                                    AUSTIN
                        We meet again, Dr. Evil.
                                    DR. EVIL
                        Yes, the only reason I'm keeping you 
                        alive is so you can feel the agony 
                        of watching my plan unfold.
                                    AUSTIN
                        Dr. Evil your plan will never--
              Austin trails off as he spots his MOJO in the beaker behind 
              Dr.  Evil.
                                    DR. EVIL
                        Oh, is that yours?
                                    AUSTIN
                        My mojo!
                                    DR. EVIL
                        You know what they say: finders 
                        keepers, loser weepers.
                                    FELICITY
                        Dr. Evil, do you like real estate?
                                    DR. EVIL
                        Of course. Why?
              Felicity kicks Dr. Evil in the balls.
                                    FELICITY
                        Now you've got a couple of achers.
                                    DR. EVIL
                        Oww! My stomach hurts!
                                    AUSTIN
                             (wincing)
                        I don't care if he is evil, you don't 
                        give a man a shot in the pills. It's 
                        just not cricket, baby.
                                    DR. EVIL
                        Take them away.
              The guards lead Austin and Felicity away.
                                    SCOTT
                        She just hoofed you in the sack and 
                        you're going to leave them alone in 
                        a jail cell with one inept guard? 
                        They'll escape, dipshit. You do this 
                        every time!
                                    DR. EVIL
                        You're going the right way for a 
                        smacked bottom, young man.
                                    SCOTT
                        You don't own me!
                                    DR. EVIL
                        I do actually.
                             (pulling out paper)
                        It's complicated. Usually it's illegal 
                        but this buddy of mine... but I 
                        digress. Fat Bastard, I'm leaving 
                        you in charge. I'm going up the moon 
                        to hold the world ransom with my 
                        giant laser, I shouldn't be long.
                                    FAT BASTARD
                        What about Powers?
                                    DR. EVIL
                        He's tucked away safely in his cell. 
                        He's harmless without that mojo. 
                        Guard it with your life.
                             (to Number Two)
                        Number Two, begin the countdown.
              The area around Dr. Evil's command chair, including the time 
              portal behind it, is enclosed by a circular door, becoming 
              part of the rocket. Steam begins billowing, etc.
                                    NUMBER TWO
                        Five, four, three...
              EXT. VOLCANO ISLAND (CHEAP BLUE SCREEN)
                                    NUMBER TWO (V.O.)
                        Two, one, liftoff!
              The rocket lifts off from the volcano into the night sky.
              EXT. NIGHT SKY (CHEAP BLUE SCREEN)
              The rocket in flight.
              FULL SCREEN - NORAD TRACKING SCREEN
              The rocket enters the screen. It has the silhouette of a 
              flying penis.
              INT. TRACKING ROOM
                                    OPERATOR
                        Colonel, you better have a look at 
                        this radar.
                                    COLONEL
                        What is it, son?
                                    OPERATOR
                        I don't know, sir, but it looks like 
                        a giant--
                                                                   CUT TO:
              INT. COCKPIT - JET
                                    PILOT
                        Dick!
                                    CO-PILOT
                        Yes?
                                    PILOT
                        Take a look out of starboard.
                                    CO-PILOT
                        Oh my God, it looks like a huge--
              EXT. WOODS
                                    MAN
                        Pecker!
                                    WOMAN
                        Where?
              He raises his binoculars.
                                    MAN
                        Over there. A rare red-billed 
                        woodpecker!
                             (looks over with 
                             binoculars)
                        What sort of bird is that? Oh 
                        goodness, it's not a bird, it's-
                                                                   CUT TO:
              EXT. ARMY BASE
                                    SERGEANT
                        Privates! We have reports of an 
                        Unidentified Flying Object. It has a 
                        long, smooth shaft, complete with-
              EXT. BASEBALL DIAMOND
                                    UMPIRE
                        Two balls! No strikes.
                             (looking up)
                        What is that? It looks just like an 
                        enormous--
              CUT BACK TO:
              INT. RADAR ROOM
                                    COLONEL
                        Johnson!
                                    RADAR OPERATOR
                        Yes, sir?
                                    COLONEL
                        Get on the horn to British 
                        Intelligence and let them know about 
                        this.
              INT. JAIL CELL
              Austin and Felicity are in a bare cell with cement walls. 
              The huge metal door has a window with bars in it.
                                    FELICITY
                        How are we going to get out of here?
                                    AUSTIN
                        Why don't you just shag Fat Bastard 
                        again?
                                    FELICITY
                             (exploding)
                        Austin, that is it! I don't know 
                        what happened to you in the Nineties, 
                        but I'm still here, in the Sixties, 
                        and I still swing! Don't try to lay 
                        your hang-ups on me just because you 
                        lost your mojo! That one hurts.
                                    AUSTIN
                        Ouch, baby, very ouch. I'm wounded.
                                    FELICITY
                        I'm sorry, Austin, that was a cheap 
                        shot.
                                    AUSTIN
                        No, baby, you're right. I was wrong 
                        to judge you. I guess I am... jealous.
                                    FELICITY
                        But the Austin Powers I knew was 
                        wild and crazy and free. He could 
                        never be jealous.
                                    AUSTIN
                        That Austin is gone. I've changed. I 
                        knew someone, not long ago, a very 
                        special woman. She taught me that 
                        life isn't about jumping into the 
                        sack with whoever comes along, it's 
                        about caring and responsibility. And 
                        while it is true she turned out to 
                        be an evil robot minion of Dr. Evil, 
                        I suppose I really did... love her.
                                    FELICITY
                        Was that your wife?
                                    AUSTIN
                        Yes, Vanessa.
              Felicity is touched.
                                    FELICITY
                        Listen, Austin, I can't pretend to 
                        understand everything you've gone 
                        through, but I trust you. I'll make 
                        you a deal: if we get out of here 
                        alive, I'll give monogamy a try.
                                    AUSTIN
                        With me?
                                    FELICITY
                        Yes, silly.
                                    AUSTIN
                        Groovy, baby!
              They kiss.
                                    FELICITY
                        We need to lure the guard inside and 
                        get his key.
                                    AUSTIN
                        Alright, what if I pretend to be 
                        desperately ill with food poisoning? 
                        The guard, drawn by my cries of pain, 
                        will come to investigate.  Meanwhile, 
                        you dig a pit and line it with 
                        makeshift punji sticks made from 
                        sharpened toothbrushes. The guard 
                        falls in, Bob's your uncle, and we've 
                        got the key.  What do you think?
                                    FELICITY
                        That might work, but how about this?
              Felicity charges towards the window in the door, ripping 
              open her blouse as she goes, showing her breasts to the guard. 
              We, however, can't see them.
                                    FELICITY
                             (giving a wolf whistle)
                        What do you think of these, my man?
              INT. HALLWAY OUTSIDE CELL
              The guard is mesmerized by Felicity.
                                    GUARD
                        Mommy...
              He unlocks the door and enters.
              INT. JAIL CELL
              The guard enters an apparently empty cell. We see that Austin 
              is wedged spread-eagle above the door, ready to pounce.
                                    FELICITY
                             (seductive, to guard)
                        It's very hot in here, don't you 
                        think?
              The guard follows her into the cell.
                                    FELICITY
                             (irritated)
                        It's very hot in here, don't you 
                        think?
              The guard advances on her.
                                    FELICITY
                             (breaking cover)
                        Austin!
                                    AUSTIN
                             (from above)
                        I'm very firmly wedged.
                                    FELICITY
                        If you want something done...
              She PUNCHES the guard right in the face and he collapses.
                                    AUSTIN
                        Almost... got it!
              Austin falls flat on his face with a THUMP and pops back up.
                                    AUSTIN
                        Let's go get my mojo!
              INT. DR. EVIL'S MOON BASE
              It is a stark, steel girder and glass structure. Dr. Evil is 
              trying to look dignified but he is FLOATING AWAY. He grabs 
              at the railing of his chair as his feet float up.
                                    DR. EVIL
                        Has anyone seen my gravity booties? 
                        Honestly, all I wanted was a frickin' 
                        moon base. Hello, we're on the moon, 
                        no gravity?
                             (calling out)
                        Mini-Me? Are you alright?
              ANGLE ON THE TOP OF THE ROOM.
              Mini-Me is stuck to the top of the ceiling along with a lot 
              of DEBRIS.
                                    DR. EVIL
                        My frickin' mascot is stuck to the 
                        ceiling, OK? Not good. Papa not happy.
              A couple of henchmen place BOOTS on Dr. Evil. He drops to 
              the floor.
                                    DR. EVIL
                             (looking up)
                        Somebody get the stick. Hold on, 
                        Mini-Me.
                             (into microphone)
                        Begin laser-
              He's interrupted by terrible FEEDBACK. Dr. Evil taps and 
              blows on the mic.
                                    DR. EVIL
                        (into microphone).
                        Begin-
              Worse FEEDBACK. He holds it farther away.
                                    DR. EVIL
                             (into mic)
                        Begin laser ignition sequence.
              The laser's coils begin to glow RED.
                                    DR. EVIL
                        Lunar alignment in 6 hours.
              FULL FRAME - LUNAR TRACKING MODEL
              A NORAD-type screen showing the current position of the moon 
              and where it needs to be before the laser can fire.
              INT. DR. EVIL'S VOLCANO LAIR - MAIN ROOM
              Austin and Felicity run into the Main Room. It is strangely 
              dark and quiet.
                                    FELICITY
                        Where's your mojo, Austin?
                                    AUSTIN
                        I'm not sure.
              MUSIC: It's Raining Men by THE WEATHERGIRLS Suddenly, the 
              lights dim. The three He-Bots descend from the ceiling on 
              trapezes and acrobatic rings, their muscles rippling.
                                    AUSTIN
                        Watch out, baby, He-Bots!
              The He-Bots flip off their trapezes and land in unison, like 
              a perfect Olympic dismount. Their crotch nozzles flip up one 
              by one.
                                    AUSTIN
                        I can't fight them without my mojo.
                                    FELICITY
                        Who said anything about fighting?
              MUSIC: seductive music Felicity does a very seductive dance, 
              with hip thrusts and bumps and grinds. The He-Bots EXPLODE, 
              succumbing to her mojo.
                                    AUSTIN
                        Smashing, Felicity, you were making 
                        me very horny, man! Extremely randy, 
                        indeed!
                                    FAT BASTARD (O.S.)
                        C'mon, give the lads a show. Take of 
                        your top. Put 'em on the glass! Make 
                        'em bounce. Let's have a look at 
                        your tits.
              Austin and Felicity turn to see Fat Bastard lurking in the 
              background.
                                    AUSTIN
                        Fat Bastard!
                                    FAT BASTARD
                        Looking for this, Mr. Powers?
              Fat Bastard, holds the beaker and is flanked by a dozen 
              private army men.
                                    AUSTIN
                        Give me back my mojo, Fat Bastard!
                                    FAT BASTARD
                        I give the orders, (bleep) for brains. 
                        Guards, take them back to their cells.
              Guards approach.
                                    FELICITY
                        Hold on, let me ask you one question.
                                    FAT BASTARD
                        Alright, I guess I owe you that much 
                        for a night of carnal ecstasy.
              Austin is grossed out.
                                    FELICITY
                        Are you happy?
                                    FAT BASTARD
                        What kind of stupid ass question is 
                        that? I'm (bleep)in' rich and I'm up 
                        to my tits in clean stinky.
                                    FELICITY
                        You didn't answer my question, are 
                        you happy?
                                    FAT BASTARD
                        It's about my girth isn't it? Sure I 
                        could lose a few pounds, but I could 
                        shiva git!
                                    FELICITY
                        Are you happy?
                                    FAT BASTARD
                        Of course I'm not happy. Look at me, 
                        I'm a big fat slob. I've got bigger 
                        titties than you do! I've got more 
                        (bleep)in' chins than a Chinese phone 
                        book.  I've got more crack cheese 
                        than a (bleep)in' dairy. I've nay 
                        seen ma willie in two years. That's 
                        enough time to declare it legally 
                        deed! I can't stop eating. I eat 
                        because I'm unhappy and I'm unhappy 
                        because I eat.
                             (starts to cry)
                        I'm caught in a cycle and there's no 
                        escape!
                                    AUSTIN
                        Maybe inside that Fat Bastard there's 
                        a thin bastard, trying to get out
                                    FAT BASTARD
                        Maybe there's big crap inside me 
                        trying to get out, jack-ass!  Enough 
                        of your (bleep)in' new age aphorisms. 
                        Listen, I've run the gamut of self- 
                        help books.  "Food isn't love", right, 
                        but how do you get it from the page 
                        to the (bleep)in' fork?  I'm so weak, 
                        I hate myself. I'm for shite. Here, 
                        take the mojo.
              Fat Bastard hands over the mojo.
                                    FAT BASTARD
                        I appreciate you trying to reach me, 
                        no one can do it for me, I know this 
                        now.  There's a hole in my soul that 
                        food won't fill. This is the beginning 
                        of a new me. I'm gonna go to the gym 
                        everyday. If you'll excuse me, there's 
                        someone I have to get in touch with 
                        and forgive... myself.
                             (pause)
                        Sorry. I farted.
                             (pause)
                        It's a long road ahead.
              EXT. BEACH - DR. EVIL'S ISLAND - DAY
              Austin and Felicity run up to the Beetle.
                                    AUSTIN
                        Hold on, I have something very 
                        important to do.
              Austin drinks the mojo.
                                    FELICITY
                        How do you feel?
                                    AUSTIN
                        Sound as a pound, my spuds are 
                        boiling. Fancy a shag?
                                    FELICITY
                        Austin, we don't have time.
                                    AUSTIN
                        C'mon, luv, let's hop on the good 
                        foot and do the bad thing!
                                    FELICITY
                        Dr. Evil's taken his laser to the 
                        moon. The world is in danger.
                                    AUSTIN
                        Right, the moon. I think I know 
                        someone who can give us a lift.
              EXT. CAPE CANAVERAL - APOLLO ROCKET (STOCK FOOTAGE)
              The Apollo ready for lift-off.
                                    NEWSCASTER (V.O.)
                        There's been some sort of delay in 
                        the launch of Apollo 11, Walter, but 
                        we understand that America's first 
                        manned mission to the moon will be 
                        blasting off shortly.
              INT. CAPSULE
              Pan across Austin in a spacesuit, then Felicity in her 
              spacesuit, then CAMEO ASTRONAUT in his space suit. They are 
              surrounded by hundreds of gauges, buttons and meters.
                                    AUSTIN
                        Gor blimey, you'd have to be a rocket 
                        scientist to figure this stuff out.
                                    ASTRONAUT
                        I am a rocket scientist.
              A technician closes the hatch and the countdown begins.
                                    MISSION COMMANDER (V.O.)
                        We will have lift-off in T minus 10 
                        seconds... 9... 8... etc.
                                    AUSTIN
                        Felicity, if you get frightened, 
                        just hold my hand.
              EXT. CAPE CANAVERAL (STOCK FOOTAGE)
              The rocket lifts off.
                                    MISSION COMMANDER (V.O.)
                        We have lift-off! Apollo 11 has 
                        cleared the tower and is heading for 
                        a rendezvous with the moon.
              INT. APOLLO CAPSULE
              The G-forces during lift-off are incredible. Austin's face 
              is pulled into a contorted mask which bares his teeth. His 
              hair sticks straight up and his glasses are twisted.
              Austin is terrified. He clutches Felicity's hand, then grabs 
              on to the astronaut beside him.
              Felicity, however, loves it.
                                    FELICITY
                             (yelling)
                        Yaaaaa-hoooo!
              EXT. SPACE - APOLLO ROCKET (STOCK FOOTAGE)
              The stages separate.
              INT. NASA CONTROL ROOM
              Basil sits at the console with NASA technicians.
                                    BASIL EXPOSITION
                        Austin, you have achieved lunar orbit. 
                        How was that lift-off?
              INT. CAPSULE - APOLLO ROCKET (INTERCUT)
                                    AUSTIN
                        To be honest it was terrifying. It 
                        felt like sitting on top of a bomb. 
                        As I punched through the atmosphere, 
                        I said 'Oh my God!' and I soiled 
                        myself.
                                    BASIL EXPOSITION
                        Happens all the time in that 
                        situation.
                                    AUSTIN
                        No, I mean I soiled myself just now 
                        when I said oh 'my God!'
                                    FELICITY
                        Basil, it was amazing!
                                    BASIL EXPOSITION
                        Prepare for moon landing. We only 
                        have one hour until Dr. Evil fires 
                        the laser!
              EXT. MOON LANDING (STOCK FOOTAGE)
              The lunar module settles on the moon.
                                    AUSTIN (V.O.)
                        Mission control, the swinger has 
                        landed.
              EXT. LUNAR MODULE - SURFACE OF THE MOON
              Austin and Felicity step out in their spacesuits.
                                    AUSTIN
                        This is one small step for man, but 
                        a giant step for shagging.  Can you 
                        imagine it, baby, weightless? The 
                        permutations are mind-boggling.
                                    FELICITY
                        Naughty boy!
              Austin plants a UNION JACK on the moon.
                                    AUSTIN
                        God Save the Queen.
              INT. NASA CONTROL ROOM
              The MISSION COMMANDER shakes his head.
                                    MISSION COMMANDER
                        The Queen? This is an American show, 
                        goddammit. Let's roll that footage 
                        we shot last week in the studio.
              INT. 1960'S AMERICAN HOME (STOCK FOOTAGE)
              A family gathers around the TV, watching Neil Armstrong's 
              'real' moon landing.
              INT. DR. EVIL'S MOON BASE
              Dr. Evil walks all the way around a TUBULAR HALLWAY-- up the 
              walls, across the ceiling upside down, and back again, 
              settling into his chair. It is like that shot in 2001 SPACE 
              ODYSSEY.
                                    DR. EVIL
                        Position the laser.
              The laser shifts into place. An ALARM goes off and LIGHTS 
              FLASH.
                                    ANNOUNCER (V.O.)
                        WARNING, LASER CALIBRATION!
                                    DR. EVIL
                        Get me the President.
              THE SCREEN FLICKERS ON:
                                    DR. EVIL
                        Mr. President, your time is up. This 
                        is your last chance to pay 100 billion 
                        dollars or see Washington DC 
                        destroyed.
                                    ANNOUNCER (V.O.)
                        WARNING, LASER CALIBRATION!
              The ALARM continues to blare.
              INT. OVAL OFFICE (SPLIT SCREEN)
              The President at his desk.
                                    PRESIDENT
                        What? I can't hear you.
                                    DR. EVIL
                        Pay me 100 billion dollars or see 
                        Washington DC destroyed!
              The ALARM BLARES.
                                    PRESIDENT
                        I'm sorry, I just can't hear you.
                                    DR. EVIL
                             (louder)
                        How about now?
                                    PRESIDENT
                        Better.
                                    DR. EVIL
                        The Capital will be destroyed-
              The ALARM BLARES.
                                    PRESIDENT
                        Sorry! I just can't- I think it's 
                        that alarm.
                                    DR. EVIL
                        Could someone shut off that frickin' 
                        alarm? I'm trying to hold the free 
                        world hostage here. Honestly.
                             (shouting)
                        WILL DESTROY WASHINGTON DC UNLESS 
                        YOU PAY ME-
              The ALARM SHUTS OFF but Dr. Evil is still shouting.
                                    DR. EVIL
                             (shouting)
                        100 BILLION DOLLARS!
              His yelling startles even himself.
                                    PRESIDENT
                        Please Dr. Evil, be reasonable. That's 
                        more money than is in the entire 
                        Federal Treasury!
                                    DR. EVIL
                        Oh well, I guess you have one minute 
                        to- "show me the money"!
                                    PRESIDENT
                        I still don't know what that means. 
                        I can't show you the money because 
                        we don't have the money.
                                    DR. EVIL
                        Then I suppose you're up shit's crick 
                        without a paddle.
              INT. NASA CONTROL ROOM
              A white room with a bank of old-fashioned computers and a 
              tracking screen. Basil, several GENERALS, and other VIPs 
              look anxiously over the shoulder of the MISSION CONTROL 
              SPECIALISTS.
                                    BASIL EXPOSITION
                        Gentlemen, Austin has landed on the 
                        moon. We'll soon know whether he has 
                        succeeded or whether the world will 
                        be destroyed!
              INT. DR. EVIL'S MOON BASE - HALLWAY
              Austin and Felicity enter through a hatch and step out of 
              their spacesuits.
                                    FELICITY
                        Let's find Dr. Evil.
              Suddenly, Austin notices something.
                                    AUSTIN
                        Shhh...
              He points. We see a profile through a sheet of frosted glass. 
              It is Dr. Evil's distinctive profile, with a machine gun. 
              Austin takes careful aim and FIRES.  We see the SHADOW take 
              the hit, and fall.
                                    FELICITY
                        Austin, you've done it! You got Dr. 
                        Evil!
                                    AUSTIN
                        Of course I did, baby, I got my mojo 
                        working overtime.
                                    FELICITY
                        Austin, I'm going ahead. Cover my 
                        rear!
                                    AUSTIN
                        Oh, behave!
              Felicity runs ahead. Austin runs over to where the shadow 
              came from. He sees that it was not Dr. Evil, but MINI-ME, 
              carrying a little gun. Austin is ashamed.
                                    AUSTIN
                        Poor little bugger. He's so small, 
                        he's like a dog or something.
              Austin chokes back a tear.
                                    AUSTIN
                        Poor little bugger.
                             (realizing)
                        Felicity, be careful! Dr. Evil is 
                        still alive! Felicity?
              Austin runs after her.
              INT. DR. EVIL'S MOON BASE - MAIN ROOM
              Austin rounds the corner and comes upon Dr. Evil.
                                    AUSTIN
                             (holding his gun on 
                             Dr. Evil)
                        Alright, slap-head, turn around. 
                        Slowly.
                                    DR. EVIL
                        Aren't you forgetting something?
              A wall panel in the main chamber revolves, revealing FELICITY, 
              enclosed in a glass tube.
                                    AUSTIN
                        Felicity!
                             (to Dr. Evil)
                        What have you done to her?
                                    DR. EVIL
                        Don't worry, she's not dead... yet.
              Brightly colored GAS starts to fill the glass chamber.
                                    FELICITY
                             (muffled through glass)
                        Don't worry about me Austin. You've 
                        got to save the world!
                                    DR. EVIL
                        It looks like you have a choice, 
                        Powers: save the world, or save your 
                        girlfriend.
              Austin is torn. He looks back and forth between Felicity and 
              the laser which is on the other side of the room.
                                    AUSTIN
                        I've got my mojo back, man, I can do 
                        both.
                                    DR. EVIL
                        We'll see. Fire the laser!
              The woman manning the laser's joystick begins to MOVE IT. 
              Austin leaps across the room and reaches her just in time.
                                    AUSTIN
                        Hands off my joystick, baby.
              He wrestles with her a moment and then KNOCKS IT ASKEW.
              EXT. SPACE
              The laser beam hits the Big Boy Rocket in the crotch and Big 
              Boy's eyes cross in pain.
              INT. DR. EVIL'S MOON BASE - MAIN ROOM
                                    DR. EVIL
                        Damn you, Powers!
              Dr. Evil hits a SELF-DESTRUCT button. An ALARM blares.
                                    ANNOUNCER (V.O.)
                        Warning! Self-destruct sequence 
                        initiated!
              The base is rocked by EXPLOSIONS.
                                    AUSTIN
                        See, Dr. Evil I told you I could do 
                        both.
                                    DR. EVIL
                        Perhaps you spoke too soon.
              Austin looks over. Felicity has slumped over in the tube.
                                    AUSTIN
                        Noooooo!
              Austin BANGS on the glass with his fists.
                                    AUSTIN
                        Felicity! Felicity. Wake up! Wake 
                        up! Please God, don't take her away.
              It is too late. Dr. Evil runs through the TIME PORTAL and 
              gets away.
                                    AUSTIN
                        Felicity, you have to understand, I 
                        thought I had my mojo back.  This 
                        isn't fair.
              Austin looks up to the heavens. We see a quick--
              FLASHBACK - MONTAGE
              of moments they shared, Austin making her laugh, their first 
              kiss, of Felicity being her beautiful and free-spirited self.
              A tear runs down his cheek. Austin presses his face against 
              the glass as if trying to reach her.
                                    AUSTIN
                        I love you, Felicity! I know I 
                        couldn't say it before, but I really 
                        do love you!
                             (enraged)
                        Dr. Evil, I'll kill him!
              Austin starts to chase him, but THREE PRIVATE ARMY MEN block 
              his path. Austin is like an animal.
              He charges toward the first soldier, RIPS HIS HEART OUT, and 
              takes a bite out of it.
              Then Austin turns to the second soldier and RIPS HIS SPINE 
              OUT like in Mortal Kombat. The soldier slumps to the ground.
              The last soldier is terrified. Austin swings both fists 
              simultaneously, crushing the guy's head which EXPLODES LIKE 
              A PUMPKIN.
              Austin runs over to the TIME PORTAL set for "75 BC". He runs 
              through.
                                                                   CUT TO:
              INT. ROMAN VILLA - 75 BC
              An orgy is taking place. Dr. Evil is in a toga with a laurel 
              with two YOUNG ROMAN MEN feeding him grapes.
                                    DR. EVIL
                        You make love to your wife out of 
                        duty, your mistress for pleasure, 
                        and a Roman boy for ecstasy.
                             (noticing Austin)
                        Shit.
              He runs away as Austin appears through the TIME PORTAL. Austin 
              follows Dr. Evil into another TIME PORTAL marked "1975".
              EXT. VENTURA BOULEVARD -
              Austin emerges from the TIME PORTAL to see Dr. Evil getting 
              into a car. Austin waves his hands and a 1974 RED FORD TORINO 
              with a white stripe pulls over.
                                    AUSTIN
                        I have to commandeer this vehicle.
                             (noticing)
                        Hey, aren't you Hutch?
                                    VOICE (O.S.)
                        No.
              We see PAUL MICHAEL GLASER (STARSKY).
                                    PAUL MICHAEL GLASER
                        I'm Starsky.
                                    DAVID SOUL
                        I'm Hutch.
              Austin jumps in and the Torino speeds off. Dr. Evil's car 
              disappears into a car wash which is a TIME PORTAL. The Torino 
              follows.
              A sign at the car wash reads: "1911"
                                                                   CUT TO:
              EXT. DECK OF THE TITANIC -
              Passengers in period garb walk past a lifesaver with "Titanic" 
              stenciled above it. Dr. Evil enters through a portal with 
              Austin hot on his heels.
                                    CAPTAIN (O.S.)
                        Iceberg, dead ahead!
              Suddenly the ship tilts at a radical angle. LEONARDO DICAPRIO, 
              KATE WINSLET, and JAMES CAMERON slide by.
                                    JAMES CAMERON
                        I'm king of the world!
              Dr. Evil and Austin slide backwards into the TIME PORTAL 
              they just came from.
                                                                   CUT TO:
              EXT. LONDON STREET - DAY -
              Dr. Evil runs into the street with Austin chasing him. In 
              SLO-MO Austin dives for a ridiculously long time, and TACKLES 
              Dr.  Evil, pinning him.
                                    AUSTIN
                        I'm going to kill you, you bastard!
                                    DR. EVIL
                             (breathing heavily)
                        Before you do that, know this: Austin, 
                        I am... your... father.
              MUSIC: DRAMATIC STING
                                    AUSTIN
                        Really?
                                    DR. EVIL
                        No. I can't back that up. I was just 
                        grasping at straws. I had nothing. 
                        But isn't it interesting, Mr. Powers, 
                        you really have become a product of 
                        the Nineties.
                                    AUSTIN
                        How so?
                                    DR. EVIL
                        You're more interested in your job 
                        as glorified policeman than you are 
                        in love. You won the battle, but I 
                        won the war. Love means nothing, 
                        you've proved it.
                                    AUSTIN
                        I didn't think that Felicity was 
                        going to die, man.
                                    DR. EVIL
                        What a cowardly response. I'm 
                        disappointed really. You have the 
                        power to go back in time and save 
                        her, but it means letting me go.
              Austin looks over and sees a TIME PORTAL. Through it he can 
              glimpse the lair, and Felicity.
                                    DR. EVIL
                        Well, Mr. Powers, which is it going 
                        to be? Me or the girl?
                                    AUSTIN
                        Felicity!
              Austin runs through.
                                                                   CUT TO:
              INT. DR. EVIL'S MOON BASE - 60'S
              We see the scene from a moment ago. Felicity is in the glass 
              tube and the BRIGHTLY COLORED GAS is starting to fill it.
                                    DR. EVIL
                        It looks like you have a choice: 
                        save the world, or save your 
                        girlfriend.
                                    AUSTIN
                        I choose love, baby.
              Austin runs over to the glass tube and SMASHES HIS FIST 
              through it. The glass SHATTERS and Austin pulls Felicity 
              out. She gasps for air.
                                    AUSTIN
                        Felicity, I love you.
                                    FELICITY
                             (breathless)
                        But I thought-
                                    AUSTIN
                        That was another place and another 
                        time, baby.
              Austin kisses her for a long time. She starts to twitch.
              She struggles. She hits him in the head and he finally stops 
              kissing her.
                                    FELICITY
                             (gasping)
                        Can't. Breathe.
                                    AUSTIN
                        Sorry, baby, I got a little over- 
                        stimulated.
                                    DR. EVIL
                        Fire the laser!
                                    AUSTIN
                        What do we do?
                                    FELICITY
                        Use your mojo!
                                    AUSTIN
                        I don't have it!
                                    FELICITY
                        Trust me, you do!
              Austin turns and gives a 'who me?' look over his bottom. The 
              woman arming the laser stumbles backwards into the directional 
              control just as it FIRES.
              EXT. SPACE
              The Big Boy Rocket spins to avoid the laser as it passes 
              harmlessly by.
              INT. NASA CONTROL ROOM
              Jubilation.
                                    BASIL EXPOSITION
                        He did it, he saved the world!
                             (calming down)
                        Of course, I thought he might.
              INT. DR, EVILIS MOON BASE - MAIN ROOM
                                    FELICITY
                        Austin, you did it!
              They embrace.
                                    AUSTIN
                        Uh-oh.
                             (beat)
                        I think I just got my mojo back. 
                        Really.
                                    FELICITY
                        Austin, you had it all along. No one 
                        can take your, mojo away from you!
                                    DR. EVIL
                        Good-bye, Mr. Powers, for the last 
                        time.
              Dr. Evil hits the SELF-DESTRUCT button and climbs aboard the 
              rocket, which blasts off.
              EXT. SPACE (CHEAP BLUE SCREEN EFFECT)
              Dr. Evil's escape rocket in flight.
              FULL SCREEN - RADAR
              Dr. Evil's rocket enters the screen. It has the silhouette 
              of a flying penis.
              INT. RADAR ROOM
                                    RADAR OPERATOR
                        Sir, you better have a look at this 
                        radar.
                                    COLONEL
                        What is it?
                                    RADAR OPERATOR
                        don't know, sir. It's hard to 
                        describe.  It's... it's-
                                                                   CUT TO:
              INT. DOCTOR'S OFFICE
                                    DOCTOR
                        Just a little prick!
              The kid CRIES.
                                    DOCTOR
                        All done!
                             (out the window)
                        Good lord, what is that? If I didn't 
                        know better I'd say it's a-
                                                                   CUT TO:
              INT. CHINESE COMMUNIST CLASSROOM
                                    CHINESE TEACHER
                        Wang!
              One of the STUDENTS, dressed in a green Mao suit and clutching 
              a red book is caught looking out the window.
                                    CHINESE TEACHER
                        Pay attention!
                                    CHINESE STUDENT
                        I'm sorry, Comrade Teacher.
                             (pointing out window)
                        was distracted by that enormous flying-
              EXT. BEACH
                                    RACHEL HUNTER
                        Rod?
                                    ROD STEWART
                        Yes, Rachel?
                                    RACHEL HUNTER
                             (pointing to sky)
                        What's that?
                                    ROD STEWART
                             (looking up)
                        It looks like a giant-
                                                                   CUT TO:
              INT. CLASSROOM
                                    OLD LADY TEACHER
                        Penis!
                             (pointing to her chart)
                        The male reproductive organ. Also 
                        known as tallywhackers, wankers, 
                        schlongs, or--
                                                                   CUT TO:
              INT. NASA CONTROL
                                    BASIL EXPOSITION
                        Peters!
                                    CAPTAIN PETERS
                        Yes, sir?
                                    BASIL EXPOSITION
                        Any word from Austin?
                                    CAPTAIN PETERS
                        We've picked up his signal, but the 
                        lunar base seems to self-destructing.
                                    BASIL EXPOSITION
                             (on microphone)
                        Austin, if you can hear me, use the 
                        time portal! There's no time to get 
                        to the lunar module! Use the time 
                        portal!
              INT. DR. EVIL'S MOON BASE
              Austin stumbles. Felicity looks at him.
                                    FELICITY
                        Austin, you have to get to the time 
                        portal!
                                    AUSTIN
                        Come with me, Felicity! It's the 
                        only way out!
                                    FELICITY
                        Austin, will I fit in the Nineties?
                                    AUSTIN
                        If I did, anyone can. Let's go, baby!
              The TIME PORTAL is fifty feet away. Austin and Felicity run 
              towards it. In the foreground, are a stack of conveniently 
              placed barrels. As they run behind the barrels, an obvious 
              AUSTIN STUNT DOUBLE and an obvious FELICITY STUNT DOUBLE 
              emerge in their place.
              The stunt doubles grab a winch hanging above them and cross 
              over to the TIME PORTAL in a dramatic series of acrobatic 
              flips and stunts.
              The stunt doubles run behind another conveniently placed 
              pile of barrels. Austin and Felicity emerge in their place 
              and run through the TIME PORTAL. The TIME PORTAL reads "1999".
              FADE TO BLACK:
              INT. AUSTIN'S PAD - 1999 - DAY
              It is the most up-to-date modern apartment you've ever seen 
              in your life. There is a large screen TV, a DVD player etc.
              Movers move in tasteful modern furniture and various other 
              accouterments of moving. Felicity puts a CD on an old style 
              turntable.
              SFX: SCREEEECH!!
                                    FELICITY
                        Sorry!
                                    AUSTIN
                        Don't worry baby it takes some getting 
                        used to. Let me ask you Felicity, do 
                        you feel any side effects from the 
                        time travel?
              Felicity smiles broadly, revealing that she now has TERRIBLE 
              TEETH like Austin's.
                                    FELICITY
                        I'm as healthy as a horse.
                                    AUSTIN
                        I love you, Felicity.
                                    FELICITY
                        And I love you.
                                    AUSTIN
                        Do you want to get married?
                                    FELICITY
                        Absolutely not.
                                    AUSTIN
                        Thank God.
              They kiss.
              FADE TO BLACK.
              THE END
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