AUSTIN POWERS: THE SPY WHO SHAGGED ME


                          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 ENDAUSTIN 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