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. THE END
 Austin Powers is enjoying his honeymoon with his wife, the former Vanessa Kensington. She turns out to be one of Dr. Evil's fembots, who attempts to kill Austin, then self-destructs. Austin grieves briefly, then proceeds to the hotel lobby nude and celebrates being single again.
A NATO monitoring facility observes the return of Dr. Evil, confronting his son Scott, and then starting a riot, on The Jerry Springer Show, and informs British intelligence. At Dr. Evil's Seattle headquarters, Dr. Evil is presented with a one-eighth-size clone of himself whom he calls Mini-Me.
Dr. Evil unveils his latest evil plan: he has developed a time machine to go back to the 1960s and steal Austin's mojo, the source of Austin's sexual appeal. Dr. Evil and Mini-Me go back to 1969 and meet a younger Number Two and Frau Farbissina. An obese "Scottish Guard" called Fat Bastard extracts Austin's mojo from his frozen body at the Ministry of Defence Cryo Chamber. British intelligence warns Austin that one of Dr. Evil's agents is after him, and during a photo shoot the wanton Ivana Humpalot seduces him, but at the last moment she claims he is too sexy for her to kill him. They have sex in his bed, but do not get far before he discovers that he has lost his mojo and is impotent.
The MOD sends Austin back to 1969 with its own time travel device, a convertible Volkswagen New Beetle. Austin arrives at a party in his London pad and with the assistance of a CIA agent, Felicity Shagwell, escapes an assassination attempt by two of Dr. Evil's operatives. Austin and Felicity are pursued by Mustafa, another of Dr. Evil's henchmen; when caught he reveals the existence of Dr. Evil's secret volcano lair. Before he can divulge its location, Mini-Me shoots him in the neck with a dart, causing him to fall off a cliff.
After examining photographs from the crime scene at MOD headquarters, Austin identifies Fat Bastard as the perpetrator of the theft of his mojo. At Dr. Evil's lair, Fat Bastard arrives with Austin's mojo. Dr. Evil drinks some of it and has sex with Frau Farbissina. This results in an awkward situation when Frau reveals that she is pregnant. At the same moment Scott, Dr. Evil's son, arrives through the time portal. Dr. Evil announces his latest planÂ â to hold the world ransom by threatening to destroy major cities each hour, using a giant laser on the Moon. In London, Austin and Felicity get to know each other, but when Felicity tries to have sex with Austin, he turns her down because of his lost mojo.
Under MOD instructions to implant a homing device into Fat Bastard, Felicity seduces him, allowing her to plant it in his anus. Fat Bastard forces it out of his bowels into a Paddington Station toilet, but a stool sample from the scene is analyzed to reveal traces of a vegetable that only grows on one Caribbean island. Austin and Felicity arrive on the island, but are apprehended. They are put in a cell with a guard who is overcome when Felicity exposes her breasts. Dr. Evil and Mini-Me leave for the Moon to install the giant laser and are followed by Austin and Felicity, who hitch a ride on Apollo 11. In Dr. Evil's moon base, Austin battles with Mini-Me, eventually flushing him into space. As Austin confronts Dr. Evil, Dr. Evil gives him a choice: Save the world or Felicity, who is locked in a chamber with poison gas.
Felicity tells Austin to save the world and he succeeds in doing so by kicking Frau, diverting the laser and saving Washington D.C. Felicity is killed by the poison gas. Austin chases Dr. Evil and shoots him in the leg. Before Austin can kill him, Dr. Evil tells him he could use the time machine to save Felicity and the world. Austin travels ten minutes into the past, meeting up with himself and saving both the world and Felicity. Dr. Evil initiates the self-destruct mechanism of the moon base and escapes in his rocket after throwing Austin's mojo into the air. Both Austins fail to catch it and it crashes on the floor and is destroyed. Felicity points out that all the things Austin has done show that he never lost his mojo. They escape through the time portal to 1999.
At Austin's Pad, Fat Bastard makes another attempt to assassinate Austin, but Felicity disarms him. Felicity and Austin then throw a party. Dr. Evil recovers Mini-Me from space and vows to "get" Austin. On Jerry Springer, Scott learns he was not created in a test tube, but is the love child of Dr. Evil and Frau Farbissina. Austin returns to his pad, only to discover Felicity with the past Austin, who claims that since he and Austin are the same person, it is not cheating. Austin forgives Felicity.
Austin Powers is enjoying his honeymoon with his wife , the former Vanessa Kensington . She turns out to be one of Dr . Evil s fembots , who attempts to kill Austin , then self-destructs . Austin grieves briefly , then proceeds to the hotel lobby nude and celebrates being single again . A NATO monitoring facility observes the return of Dr . Evil , confronting his son Scott , and then starting a riot , on The Jerry Springer Show , and informs British intelligence . At Dr . Evil s Seattle headquarters , Dr . Evil is presented with a one-eighth-size clone of himself whom he calls Mini-Me . Dr . Evil unveils his latest evil plan : he has developed a time machine to go back to the 1960s and steal Austin s mojo , the source of Austin s sexual appeal . Dr . Evil and Mini-Me go back to 1969 and meet a younger Number Two and Frau Farbissina . An obese Scottish Guard called Fat Bastard extracts Austin s mojo from his frozen body at the Ministry of Defence Cryo Chamber . British intelligence warns Austin that one of Dr . Evil s agents is after him , and during a photo shoot the wanton Ivana Humpalot seduces him , but at the last moment she claims he is too sexy for her to kill him . They have sex in his bed , but do not get far before he discovers that he has lost his mojo and is impotent . The MOD sends Austin back to 1969 with its own time travel device , a convertible Volkswagen New Beetle . Austin arrives at a party in his London pad and with the assistance of a CIA agent , Felicity Shagwell , escapes an assassination attempt by two of Dr . Evil s operatives . Austin and Felicity are pursued by Mustafa , another of Dr . Evil s henchmen ; when caught he reveals the existence of Dr . Evil s secret volcano lair . Before he can divulge its location , Mini-Me shoots him in the neck with a dart , causing him to fall off a cliff . After examining photographs from the crime scene at MOD headquarters , Austin identifies Fat Bastard as the perpetrator of the theft of his mojo . At Dr . Evil s lair , Fat Bastard arrives with Austin s mojo . Dr . Evil drinks some of it and has sex with Frau Farbissina . This results in an awkward situation when Frau reveals that she is pregnant . At the same moment Scott , Dr . Evil s son , arrives through the time portal . Dr . Evil announces his latest planÂ â to hold the world ransom by threatening to destroy major cities each hour , using a giant laser on the Moon . In London , Austin and Felicity get to know each other , but when Felicity tries to have sex with Austin , he turns her down because of his lost mojo . Under MOD instructions to implant a homing device into Fat Bastard , Felicity seduces him , allowing her to plant it in his anus . Fat Bastard forces it out of his bowels into a Paddington Station toilet , but a stool sample from the scene is analyzed to reveal traces of a vegetable that only grows on one Caribbean island . Austin and Felicity arrive on the island , but are apprehended . They are put in a cell with a guard who is overcome when Felicity exposes her breasts . Dr . Evil and Mini-Me leave for the Moon to install the giant laser and are followed by Austin and Felicity , who hitch a ride on Apollo 11 . In Dr . Evil s moon base , Austin battles with Mini-Me , eventually flushing him into space . As Austin confronts Dr . Evil , Dr . Evil gives him a choice : Save the world or Felicity , who is locked in a chamber with poison gas . Felicity tells Austin to save the world and he succeeds in doing so by kicking Frau , diverting the laser and saving Washington D.C. Felicity is killed by the poison gas . Austin chases Dr . Evil and shoots him in the leg . Before Austin can kill him , Dr . Evil tells him he could use the time machine to save Felicity and the world . Austin travels ten minutes into the past , meeting up with himself and saving both the world and Felicity . Dr . Evil initiates the self-destruct mechanism of the moon base and escapes in his rocket after throwing Austin s mojo into the air . Both Austins fail to catch it and it crashes on the floor and is destroyed . Felicity points out that all the things Austin has done show that he never lost his mojo . They escape through the time portal to 1999 . At Austin s Pad , Fat Bastard makes another attempt to assassinate Austin , but Felicity disarms him . Felicity and Austin then throw a party . Dr . Evil recovers Mini-Me from space and vows to get Austin . On Jerry Springer , Scott learns he was not created in a test tube , but is the love child of Dr . Evil and Frau Farbissina . Austin returns to his pad , only to discover Felicity with the past Austin , who claims that since he and Austin are the same person , it is not cheating . Austin forgives Felicity .
http://en.wikipedia.org/wiki/Austin_Powers:_The_Spy_Who_Shagged_Me
Austin Powers: The Spy Who Shagged Me
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<title>AUSTIN POWERS: THE SPY WHO SHAGGED ME</title>
</head>
<pre>
<b>                          AUSTIN POWERS: THE SPY WHO SHAGGED ME
</b>
                                            By

                                        Mike Myers

<b>                
</b>
               MUSIC: timpani roll and dramatic sting

<b>                                     NARRATOR
</b>                         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.

<b>               EXT. HOTEL - NIGHT (ESTABLISHING SHOT FROM FIRST MOVIE)
</b>
<b>               SUPER: THE FRENCH RIVIERA
</b>
<b>               INT. HOTEL - HALLWAY
</b>
               Elegant double doors with a brass plaque reading "Honeymoon 
               Suite." A "Do Not-Disturb" sign hangs from the handle.

<b>               INT. HOTEL SUITE
</b>
               FROM THE FIRST MOVIE: Austin and Vanessa snuggle in bed. She 
               plays with his chest hair.

<b>                                     VANESSA
</b>                         I love you, Mr. Powers.

<b>                                     AUSTIN
</b>                         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.

<b>                                     VANESSA
</b>                         Let's go out on the terrace. It's a 
                         beautiful night, we can look at the 
                         stars.

<b>               EXT. HOTEL BALCONY
</b>
               EXISTING FOOTAGE: Austin and Vanessa gaze at the stars.

<b>                                     AUSTIN
</b>                         Look how beautiful the night sky is.

<b>                                     VANESSA
</b>                         Isn't that the big dipper?

<b>                                     AUSTIN
</b>                         Yeah, and that looks just like Uranus.

<b>                                     VANESSA
</b>                         Austin!

<b>                                     AUSTIN
</b>                              (sheepish)
                         Well, you know.

<b>                                     VANESSA
</b>                         Hey, I've never seen that big star 
                         before.

<b>                                     AUSTIN
</b>                         Yeah, what is that?

               Austin pulls out his telescope and takes a look.

<b>               AUSTIN'S POV - TELESCOPE EFFECT
</b>
<b>               EXT. SPACE
</b>
               EXISTING SHOT: The Bob's Big Boy rocket.

<b>               INT. DR. EVIL'S CAPSULE
</b>
<b>                                     DR. EVIL
</b>                         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.

<b>               EXT. SPACE
</b>
               The Bob's Big Boy rocket. Suddenly, a hatch opens in Bob's 
               rear end and Dr. Evil's silver egg capsule poops out.

<b>               SFX: PLOOP!
</b>
               Capsule begins fiery re-entry to Earth

<b>               INT. HOTEL ROOM
</b>
               Austin comes in and shuts the balcony door.

<b>                                     AUSTIN
</b>                         Oh well, I guess it was nothing.

               A VANESSA DOUBLE crosses carrying a bouquet of flowers, which 
               obscure her face.

<b>                                     AUSTIN
</b>                         Care for some champagne?
                              (pouring)
                         Here's to monotony-- I mean, monogamy!

               Vanessa sits at the vanity with her back turned.

<b>                                     AUSTIN
</b>                         Hello? Vanessa? What are you doing, 
                         luv?

<b>                                     VANESSA
</b>                              (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.

<b>                                     FEMBOT VANESSA
</b>                              (computer voice)
<b>                         MAKE-UP!
</b>
<b>                                     AUSTIN
</b>                              (frightened)
                         Vanessa, you're a Fembot!

               They fight. Midway through the fight, machine guns pop out 
               of Vanessa's breasts.

<b>                                     AUSTIN
</b>                         Machine gun jubblies, how did I miss 
                         those?

<b>                                     VANESSA
</b>                              (robot voice)
<b>                         PERHAPS NEXT TIME YOU SHOULD TRY 
</b><b>                         FOREPLAY.
</b>
               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.

<b>               MUSIC: VERY SAD PIANO
</b>
<b>                                     AUSTIN
</b>                              (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!

<b>               INT. LOBBY - HOTEL
</b>
               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.

<b>                                     AUSTIN
</b>                         Yeah, baby, I'm free! I'm naked and 
                         free!

<b>               SEQUENCE CREDIT
</b>
               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

<b>               FREEZE FRAME.
</b>
<b>               EXT. BOARDWALK - FRENCH RIVERA
</b>
               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.

<b>               NUDE BEACH - CREDIT SEQUENCE
</b>
               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:

<b>               FREEZE FRAME AND PAN AROUND LIKE IN THE GAP "KHAKI SWING" 
</b>               AD.  Austin smiles crazily, his penis blocked by "JAY ROACH."

               Austin does a super-duper double flip into his JAGUAR.

<b>                                     AUSTIN
</b>                         Shaguar, baby, yeah!

               CU on the chrome script on the grill: it reads "Shaguar" 
               where it would normally read "Jaguar".

               The car speeds off.

<b>               FULL SCREEN TV JERRY SPRINGER SHOW
</b>
               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 
<b>               OVER THE WORLD"  JERRY SPRINGER
</b>
               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.

<b>                                     BOBBY
</b>                         Dad, I know you're against race mixing 
                         and all that, but I met someone...

<b>                                     KLANSMAN
</b>                         Don't say it!

               The crowd WHOOPS.

<b>                                     BOBBY
</b>                         I met someone... and he's black.

               The crowd goes crazy.

<b>                                     KLANSMAN
</b>                         He?

               The Klansman holds his hooded head in his hands.

<b>                                     JERRY SPRINGER
</b>                         Please welcome Tim.

               A handsome Blair Underwood look-alike enters and hugs the 
               Klansman's son. The crowd screams.

<b>               JERRY MOVES TO SCOTT EVIL.
</b>
<b>                                     JERRY SPRINGER
</b>                         Now Scott, tell us about your father. 
                         Share with us.

<b>                                     SCOTT
</b>                         Well he's the head of an evil 
                         organization that has aspirations 
                         for world domination.

<b>                                     JERRY SPRINGER
</b>                         And where is your father right now?

<b>                                     SCOTT
</b>                         He's in outer space, like frozen in 
                         a giant egg and stuffed inside a Big 
                         Boy rocket with his cat, Mr. 
                         Bigglesworth.

<b>                                     JERRY SPRINGER
</b>                         Really? Well, we have a surprise for 
                         you, Scott. Let's bring out

<b>                                     SCOTT'S
</b>                         father, Dr Evil.

               Dr Evil enters.

               Lower Third Chyron: "WANTS TO TAKE OVER THE WORLD"

<b>                                     DR. EVIL
</b>                         Hello Scott, I'm back.

<b>                                     SCOTT
</b>                         I can't believe you'd do this to me 
                         on national television!

<b>                                     DR. EVIL
</b>                         They offered me a free makeover.

<b>                                     JERRY SPRINGER
</b>                         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?

<b>                                     DR. EVIL
</b>                         Share?

<b>                                     JERRY SPRINGER
</b>                         Yes, don't you have any secrets?

<b>                                     DR. EVIL
</b>                         OK. I have a vestigial tail.

               Everyone is a little grossed out.

<b>                                     DR. EVIL
</b>                         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.

<b>                                     KLANSMAN
</b>                         What are you, some kind of freak?

<b>                                     SCOTT
</b>                         Shut up, jagoff!

               Studio audience whoops at this.

<b>                                     KLANSMAN
</b>                         I'll kick your ass punk!

               Crowd goes crazy.

<b>                                     DR. EVIL
</b>                         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.

<b>                                     DR. EVIL
</b>                         I'm OK, I'm OK.

               There is a BEAT, then Dr. Evil CHARGES the guy again, knocking 
               him down.

<b>                                     DR. EVIL
</b>                         Come Scott, let's go to daddy's new 
                         evil lair.

<b>               EXT. WORLD HEADQUARTERS BUILDING - DAY
</b>
               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.

<b>               INT. STARBUCKS BOARD ROOM
</b>
               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.

<b>                                     NUMBER TWO
</b>                         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.

<b>                                     DR. EVIL
</b>                         Oh good, Number Two, I do enjoy a 
                         good cuppa joe.

<b>                                     NUMBER TWO
</b>                         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.

<b>                                     DR. EVIL
</b>                         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.

<b>                                     NUMBER TWO
</b>                              (indicating Dr. Evil's 
                              milk mustache)
                         Dr. Evil, I think you--

<b>                                     DR. EVIL
</b>                         Silence! I will not tolerate your 
                         insolence! Remember what happened 
                         last time.

<b>               FLASHBACK (FOOTAGE FROM FIRST MOVIE)
</b>
               Number Two disappears backwards into the fiery pit.

<b>               INT. STARBUCKS WORLD HEADQUARTERS
</b>
               Number Two smiles weakly, breaking into a sweat on his brow.

<b>                                     NUMBER TWO
</b>                         May I add, I appreciate you 
                         reinstating me after our little... 
                         misunderstanding.

<b>                                     DR. EVIL
</b>                         Frau Farbissina. Wie gehts is einen?

               We see Frau. She looks a little more 'masculine' than before.

<b>                                     FRAU
</b>                         Zehr gut, Herr Doctor.

<b>                                     DR. EVIL
</b>                         How are things?

<b>                                     FRAU
</b>                         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.

<b>                                     FRAU
</b>                         Her name is Unibrau. I met her on 
                         the LPGA Tour.

<b>                                     DR. EVIL
</b>                         Right on. Welcome, Unibrau.

               Dr. Evil takes another sip of cappuccino, making the frothy 
               milk mustache even larger.

<b>                                     FRAU
</b>                         Doctor, you have a 'milk mustache.'

<b>                                     DR. EVIL
</b>                              (wiping it off, 
                              embarrassed)
                         Oh, I know. I know.

<b>                                     NUMBER TWO
</b>                         Dr. Evil, I'd like to introduce the 
                         Greek assassin, Oedipus.

               We see a swarthy Greek army guy.

<b>                                     DR. EVIL
</b>                         Welcome to my private army, Oedipus. 
                         Excited?

<b>                                     OEDIPUS
</b>                         I could give a shit.

<b>                                     DR. EVIL
</b>                         Kiss your mother with that mouth?

<b>                                     OEDIPUS
</b>                         Yes.

<b>                                     DR. EVIL
</b>                         Of course you do.

               Dr Evil begins to press a button labelled "Oedipus" on his 
               control panel, but Number Two interrupts.

<b>                                     NUMBER TWO
</b>                              (clearing throat)
                         Dr. Evil, as you know, the rate at 
                         which you liquidate henchmen far 
                         exceeds our ability to replace them.

<b>                                     DR. EVIL
</b>                         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.

<b>                                     NUMBER TWO
</b>                         Well, Dr. Evil, perhaps I have the 
                         answer. While you were frozen, we 
                         began a program to clone you.

<b>                                     DR. EVIL
</b>                         Cool.

<b>                                     NUMBER TWO
</b>                         We had a few glitches, but I think 
                         you'll be pleased with the results.

<b>                                     FRAU
</b>                              (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.

<b>                                     NUMBER TWO
</b>                         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.

<b>                                     DR. EVIL
</b>                         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.

<b>                                     DR. EVIL
</b>                         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.

<b>                                     DR. EVIL
</b>                         Mini-me, something to eat?
                              (expectant pause)
                         No?
                              (pause)
<b>                         OK.
</b>                              (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-

<b>               DRAMATIC STING, SNAP ZOOM TO DR. EVIL.
</b>
<b>                                     DR. EVIL
</b>                         With a White House intern!

               Dr. Evil gloats. So does Mini-Me.

<b>                                     NUMBER TWO
</b>                              (clearing his throat)
                         Uh-hem.

<b>                                     DR. EVIL
</b>                         What, that already happened?

               Number Two nods.

<b>                                     DR. EVIL
</b>                         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?

<b>                                     NUMBER TWO
</b>                         No, not that I'm aware of.

<b>                                     DR. EVIL
</b>                         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?

<b>                                     SCOTT
</b>                         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.

<b>                                     DR. EVIL
</b>                         No, because Austin Powers has "mojo".

<b>                                     NUMBER TWO
</b>                         Mojo?

<b>                                     FRAU
</b>                         Yes, mojo. The mojo is the life force, 
                         the essence, the libido, the "right 
                         stuff".

<b>                                     DR. EVIL
</b>                         It's what the French call a certain 
                         'I don't know what.'

<b>                                     SCOTT
</b>                         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?

<b>                                     DR. EVIL
</b>                         No, no, no.

<b>                                     NUMBER TWO
</b>                              (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.

<b>                                     DR. EVIL
</b>                              (smug laugh to himself)
                         Why make trillions when we could 
                         make...
                              (pause)
                         Billions?

<b>                                     NUMBER TWO
</b>                         Excuse me?

<b>                                     DR. EVIL
</b>                         Why think small is all I'm saying.

<b>                                     SCOTT
</b>                         A trillion is more than a billion, 
                         numb-nuts.

<b>                                     DR. EVIL
</b>                         Zip it. Unveil the time portal!

               A wall panel opens to reveal a Stargate-like wall of 
               shimmering energy.

<b>                                     DR. EVIL
</b>                         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.

<b>                                     SCOTT
</b>                         Can I come?

<b>                                     DR. EVIL
</b>                         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.

<b>               INT. DR. EVIL'S VOLCANO LAIR -
</b>
               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.

<b>                                     DR. EVIL
</b>                         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.

<b>                                     DR. EVIL
</b>                         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.

<b>                                     NUMBER TWO
</b>                         Hello there.

               Mini-me says nothing.

<b>                                     DR. EVIL
</b>                         Mini-Me?

               Mini-me still says nothing.

<b>                                     DR. EVIL
</b>                         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.

<b>                                     DR. EVIL
</b>                              (maniacal laugh)
                         Ha-ha-ha! Ha-ha-ha!

<b>               EXT. DR. EVIL'S TROPICAL ISLAND -
</b>
               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.

<b>                                     DR. EVIL (V.O.)
</b>                              (maniacal laugh)
                         Ha-ha-ha! Ha-ha-ha!

<b>               INT. MOD - CRYOGENIC FREEZING ROOM -
</b>
               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).

<b>                                     BRITISH COLONEL
</b>                         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.

<b>                                     FAT SOLDIER
</b>                              (thick Scottish accent)
                         Those bastards will have to kill me 
                         before I let anything happen to this 
                         wee naked hairy popsicle, sir!

<b>                                     BRITISH COLONEL
</b>                         Very good. And try and lose some 
                         weight for God's sake!

               They exchange salutes and the Colonel exits.

<b>                                     FAT SOLDIER
</b>                         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.

<b>               EXT./INT. AUSTIN'S SHAGUAR - DRIVING - DAY
</b>
               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.

<b>                                     AUSTIN
</b>                         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.

<b>                                     BASIL EXPOSITION
</b>                              (on picture phone)
                         Hello, I'm Basil Exposition, head of 
                         British Intelligence.

<b>                                     AUSTIN
</b>                         You always are, Basil. Listen, the 
                         weirdest thing just happened, I've 
                         run out of petrol.

<b>                                     BASIL EXPOSITION
</b>                         We'll send a man around immediately. 
                         How was your honeymoon?

<b>                                     AUSTIN
</b>                         Vanessa tried to kill me, Basil. She 
                         was a Fembot!

<b>                                     BASIL EXPOSITION
</b>                         Ah women, who can understand them? 
                         Moving on, let's discuss your new 
                         case.

<b>                                     AUSTIN
</b>                         New case? Very shagadelic, Basil!

<b>                                     BASIL EXPOSITION
</b>                         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.

<b>                                     AUSTIN
</b>                         That sounds easy enough, you know 
                         what they say: all work and no 
                         shagging makes Austin a dull boy, 
                         man!

<b>               INT. SKI LODGE
</b>
               Austin sets up his photo equipment. The room is decorated in 
               classic Heffner- bear skin rugs, leather chairs, roaring 
               fire.

<b>                                     AUSTIN
</b>                              (looking around)
                         Tres chic, baby.

               REG, the photo assistant, enters.

<b>                                     REG
</b>                         Austin, the models are ready.

<b>                                     AUSTIN
</b>                         Ta, Reg. Bless your cotton socks. 
                         Hey, Reg, do you have any hobbies?

<b>                                     REG
</b>                         What?

<b>                                     AUSTIN
</b>                         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.

<b>                                     SUPERMODELS
</b>                              (circling Austin)
                         It's him! Oh my God! It's Austin 
                         Powers!

               Austin shoots a look to Reg like 'still got it, baby.'

<b>                                     AUSTIN
</b>                         One at a time, girls. One. At. A. 
                         Time!

<b>                                     CINDY
</b>                         Hi, I'm Cindy. I don't believe I've 
                         had the pleasure.

<b>                                     AUSTIN
</b>                         Of course you haven't had "The 
                         Pleasure", we just met, baby, yeah!

<b>                                     REBECCA
</b>                         How do you do, Austin? I'm Rebecca.
                              (indicating the photo 
                              gear)
                         Your equipment is quite impressive.

<b>                                     AUSTIN
</b>                         Thank you. Your breasts are amazing.

               Austin comes to the unknown model. She is tall and angular.

<b>                                     AUSTIN
</b>                         And what's your name, baby?

<b>                                     MODEL
</b>                              (thick Russian accent)
                         Ivana Humpalot.

<b>                                     AUSTIN
</b>                         Excuse me?

<b>                                     IVANA
</b>                         Ivana. Ivana Humpalot.

<b>                                     AUSTIN
</b>                         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.

<b>                                     AUSTIN (V.O.)
</b>                              (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.

<b>                                     AUSTIN
</b>                         Alright, baby! Love it. Turn and 
                         pout for me baby! Smashing!

               Cindy gets on all fours.

<b>                                     AUSTIN
</b>                         Great, darling. Give me some shoulder. 
                         Yes, yes, yes.
                              (angry)
                         No! No!

               FULL FRAME, cover of Vogue. Cindy with her head framed out.

<b>                                     AUSTIN
</b>                              (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.

<b>                                     REBECCA
</b>                         A lemur?

<b>                                     AUSTIN
</b>                         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.

<b>                                     AUSTIN
</b>                         And... done! I'm spent!

               Austin throws his camera to Reg, who catches it.

<b>                                     REG
</b>                         Hel-lo, you forgot about Ivana.

<b>                                     AUSTIN
</b>                         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

<b>                                     IVANA
</b>                         When did you get "The Clapper"?

<b>                                     AUSTIN
</b>                         November, 1964, Dutch East Indies, 
                         shore leave.

<b>                                     IVANA
</b>                         Are you cold, Mr. Powers?

<b>                                     AUSTIN
</b>                         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.

<b>                                     IVANA
</b>                         Do you know how we keep warm in 
                         Russia?

<b>                                     AUSTIN
</b>                         I can guess, baby.

<b>                                     IVANA
</b>                         We play chess.

<b>                                     AUSTIN
</b>                         I guessed wrong.

<b>                                     IVANA
</b>                         It takes a keen intelligence to play 
                         chess. Of course, you know what they 
                         say about men with big brains, don't 
                         you?

<b>                                     AUSTIN
</b>                         They wear large hats?

<b>                                     IVANA
</b>                         No, they make better lovers.

<b>                                     AUSTIN
</b>                         Wrong again.

               Ivana starts playing with the chess pieces sexily (like in 
               The Thomas Crowne Affair).

<b>                                     IVANA
</b>                         I assume you know how to play.

               She runs the bishop across her lips sexily.

<b>                                     AUSTIN
</b>                         Of course.  The... horsey... moves 
                         in an L shape.

               Austin tries to match her sexy moves and CHOKES on a piece.

<b>                                     AUSTIN
</b>                         Let's stop playing games with each 
                         other... especially difficult ones. 
                         May I ask you a question, Miss 
                         Humpalot?

<b>                                     IVANA
</b>                         Of course.

<b>                                     AUSTIN
</b>                         Do I make you horny? Do I?

               Austin rolls around on the polar bear rug.

<b>                                     IVANA
</b>                         I'll tell you anything you want to 
                         know, just make love to me.

               She pulls his shirt off, revealing his prodigious chest hair.

<b>                                     IVANA
</b>                         You are hairy, like an animal!

<b>                                     AUSTIN
</b>                              (growling and barking)
                         Grrrr, baby.

               Austin takes the head of the bear skin rug.

<b>                                     AUSTIN
</b>                         Grrrr. Ruf! Ruf!
                              (covers the bear's 
                              eyes)
                         Wait a tick, I don't want him watching 
                         me while I'm on the job!

<b>                                     IVANA
</b>                         Make love to me, monkey man.

<b>                                     AUSTIN
</b>                         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.

<b>                                     IVANA (O.S.)
</b>                         What's the matter?

<b>                                                                    CUT TO:
</b>
<b>               MONTAGE - VARIOUS STOCK FOOTAGE
</b>
               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.

<b>               INT. LODGE
</b>
<b>                                     AUSTIN
</b>                              (to camera)
                         Crikey, I've lost my mojo.

<b>               EXT. LONDON STREETS (STOCK FOOTAGE)
</b>
               An ambulance races through the streets, SIREN BLARING.

<b>               EXT. MINISTRY OF DEFENSE
</b>
<b>               SUPER: "MINISTRY OF DEFENSE"
</b>
<b>               INT. MOD - HALLWAY
</b>
               Basil hurries through, pushing past TECHNICIANS and WORKERS.

<b>                                     BASIL EXPOSITION
</b>                         Where is he? In here?

<b>               INT. MOD - LAB
</b>
               Basil enters. Cross between a hospital room and a lab. Austin 
               lies in bed hooked up to lots of monitoring equipment.

<b>                                     BASIL EXPOSITION
</b>                         Austin, I came as soon as I heard.

<b>                                     AUSTIN
</b>                         There must be some kind of mistake, 
                         Basil. Maybe I was drunk and I didn't 
                         know it.

               Austin holds his neck very stiffly.

<b>                                     BASIL EXPOSITION
</b>                         What's wrong with your neck, Austin?

<b>                                     AUSTIN
</b>                              (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?

<b>                                     BASIL EXPOSITION
</b>                         We're going to run a few tests, 
                         Austin. Don't worry, old friend, 
                         we'll get to the bottom of this.

<b>               INT. MRI MACHINE
</b>
               Austin is being loaded into one of those big scary MRI 
               machines: the MOJONATOR 9000. The mojo meter reads VERY LOW.

<b>               INT. MOD LAB
</b>
               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.

<b>                                     NURSE
</b>                         Excuse me, Mr. Powers, I need to 
                         give you a sponge bath before we 
                         begin the test.

<b>                                     AUSTIN
</b>                              (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.

<b>                                     AUSTIN
</b>                         What's going on?

<b>                                     BASIL EXPOSITION
</b>                         Alright, everyone, we're done.

<b>                                     AUSTIN
</b>                         But the test hasn't even started!

<b>                                     BASIL EXPOSITION
</b>                         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.

<b>                                     AUSTIN
</b>                         Wait, I can explain, man! I was going 
                         to shag her but the article was so 
                         fascinating--

<b>                                     BASIL EXPOSITION
</b>                         I'm sorry, Austin, I'm afraid it's 
                         true: you've lost your mojo.

               Basil shows Austin the mojometer, which reads EMPTY.

<b>                                     AUSTIN
</b>                              (crushed)
                         Without my mojo, I'm useless to the 
                         Ministry and to Her Majesty.  I think 
                         it's time to retire.

<b>                                     BASIL EXPOSITION
</b>                         I'm afraid that's not possible, 
                         Austin. You see, Dr. Evil has 
                         returned.

<b>                                     AUSTIN
</b>                         Again?

<b>                                     BASIL EXPOSITION
</b>                         Again.

<b>               INT. MOD - TIME-TRAVEL ROOM
</b>
               Austin and Basil ride on the back of a golf cart through the 
               largest room you've ever seen in your life.

<b>                                     BASIL EXPOSITION
</b>                         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.

<b>                                     BASIL EXPOSITION
</b>                         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.

<b>                                     AUSTIN
</b>                         I can't read in the car. I get a bit 
                         vomy.

               Austin burps and swallows it.

<b>                                     AUSTIN
</b>                         Got it. I almost gipped.

<b>                                     BASIL EXPOSITION (V.O.)
</b>                         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.

<b>                                     AUSTIN
</b>                         But Basil, isn't that the new 
                         Volkswagen Beetle?

<b>                                     BASIL EXPOSITION
</b>                         That's what they'd like you to 
                         believe.

<b>                                     AUSTIN
</b>                         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.

<b>                                     BASIL EXPOSITION
</b>                              (to camera)
                         I suggest you don't worry about those 
                         things and just enjoy yourself.

               Austin gets into the car and turns it on.

<b>                                     AUSTIN
</b>                         This is smashing Basil. I'll go back 
                         to the Sixties, recharge my mojo, 
                         defeat Dr. Evil and be back in time 
                         for tea.

<b>                                     BASIL EXPOSITION
</b>                         Good luck, Austin.

<b>                                     AUSTIN
</b>                         Luck has nothing to do with it, Basil.

               Austin steps on the gas. The car lurches in reverse and 
               smashes some equipment.

<b>                                     AUSTIN
</b>                         Sorry.
                              (changing gears)
                         Swinging Sixties, here I come, baby, 
                         yeah!

               The car takes off, heading for the wall. It DISAPPEARS, 
               leaving flaming tread marks.

<b>               FLASH CUT TO:
</b>
<b>               EXT. STREET - LONDON -
</b>
               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.

<b>                                     AUSTIN
</b>                         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.

<b>               EXT. PARK - LONDON
</b>
               Austin enters the park in high spirits. We PULL BACK to see 
               that Austin is being watched through binoculars by a big 
<b>               ARYAN ASSASSIN.
</b>
               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."

<b>                                     AUSTIN
</b>                         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: 
<b>               "SEXUAL REVOLUTION."
</b>
               Austin begins singing and a choreographed musical number 
               begins involving the outdoor crowd a la Bob Fosse's Sweet 
               Charity or Hair.

<b>                                     AUSTIN
</b>                              (singing)
<b>                         'THERE'S A SEXUAL REVOLUTION, YOU 
</b><b>                         CAN FEEL IT IN THE AIR.  PEOPLE 
</b><b>                         SHAGGING JUST LIKE WEASELS AND THEY 
</b><b>                         JUST DON'T SEEM TO CARE.
</b>
               Hip-thrusting young MOD FREAKS Fosse-hump rhythmically.

<b>                                     AUSTIN
</b>                              (singing)
<b>                         HEY, WATCH OUT SQUARES...  YOU MAKES 
</b><b>                         US BORED!  THE PENIS IS MIGHTIER
</b><b>                         THAN THE SWORD
</b>
               Austin does various groovy dance moves like THE ROCK 'EM 
               SOCK 'EM ROBOT and THE HEAVYWEIGHT.

<b>                                     AUSTIN
</b>                              (singing)
<b>                         THERE'S A SEXUAL REVOLUTION AND YOU 
</b><b>                         AIN'T SEEN NOTHING YET PEOPLE SHAGGING 
</b><b>                         IN THE CLUBS AND INSIDE A JUMBO JET
</b>
               Forty Austins appear in a KALEIDOSCOPE EFFECT.

<b>                                     AUSTIN
</b>                              (singing)
<b>                         HEY SQUARE WORLD THE END IS NIGH.  
</b><b>                         WHEN WE SAY HUMP YOU SAY 'HOW HIGH?'
</b>
               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 
<b>               SYMBOL MEDALLION.
</b>
<b>                                     AUSTIN
</b>                              (singing)
<b>                         SO GO MAKE LOVE OR MASTURBATE--
</b><b>                         SEXUAL FREEDOM WILL NEVER BE
</b><b>                         OUT OF DAAAAAAAAAAATE!
</b>
               Austin holds the note an improbably long time, arms 
               outstretched.

               The dancers crouch-walk towards the camera.

<b>                                     EVERYONE
</b>                              (chanting)
<b>                         FREE-- LOVE!
</b>                              (louder)
<b>                         FREE-- LOVE!
</b>                              (louder)
<b>                         FREE-- LOVE!
</b>                              (shouting)
<b>                         IT'S THE SIXTIES!
</b>
               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.

<b>               37 EXT. CARNABY ST.
</b>
               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.

<b>               INT. CITROEN
</b>
               The assassin gets the signal and starts the car. The whole 
               nodding sequence was a circular waste of time.

<b>               EXT. STREET - VARIOUS ANGLES
</b>
               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.

<b>               MUSIC: FELICITY'S THEME
</b>
<b>                                     FELICITY
</b>                         Care for a ride?

<b>                                     AUSTIN
</b>                         That's my Beetle, baby.

<b>                                     FELICITY
</b>                         It was your Beetle. Get in.

               Austin dives in as the assassin FIRES. The car speeds off.

<b>               INT. BEETLE (REAR PROJECTION)
</b>
               Felicity drives expertly.

<b>                                     FELICITY
</b>                         Austin Powers, I presume?

<b>                                     AUSTIN
</b>                         Powers by name, Powers by reputation.

<b>                                     FELICITY
</b>                         Felicity Shagwell, CIA. Shagwell by 
                         name, Shag-very-Well by reputation.

<b>                                     AUSTIN
</b>                              (turning to camera)
                         Crazy, baby!

<b>               EXT. ROAD
</b>
               The Beetle zips along, and then-- the Citroen appears behind 
               it.

               The assassin FIRES.

<b>               INT. BEETLE
</b>
               Felicity turns around to look.

<b>                                     FELICITY
</b>                         Grab the wheel, would you?

               Austin grabs the wheel and Felicity pulls a gun. She turns 
               and FIRES out the window.

<b>               EXT. ROAD
</b>
               The assassin's tire BLOWS. The car skids towards a Cliff and 
               he jumps out as it goes over.

<b>               EXT. CLIFF SEEN FROM THE OCEAN
</b>
               The car goes over and tumbles down the cliff, bouncing three 
               times before it EXPLODES.

<b>               EXT. CLIFF
</b>
               The assassin hangs on to a branch with one hand. He falls.

<b>                                     ASSASSIN
</b>                         Ahhhhhhhh!

<b>               EXT. CLIFF SEEN FROM THE OCEAN
</b>
               Same shot as the car: The assassin's body goes over and 
               tumbles down the cliff, bouncing three times before it, too, 
<b>               EXPLODES.
</b>
<b>                                     FELICITY
</b>                         Well, Austin, I think this time you 
                         may have met your match.

<b>                                     AUSTIN
</b>                         Oh, I've beaten Dr. Evil before, and 
                         I'll beat him again.

<b>                                     FELICITY
</b>                         I was talking about me.

               She smiles, turns, and walks away.

<b>               INT. AUSTIN'S PAD
</b>
               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.

<b>                                     AUSTIN
</b>                         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.

<b>                                     AUSTIN
</b>                         Care for something to drink?

               Austin hits a button and a bookcase revolves to reveal a 
               wetbar.

<b>                                     AUSTIN
</b>                         Or perhaps something to read?

               Austin walks seductively over to the real wetbar and hits a 
               button. It revolves to reveal a bookcase.

<b>                                     AUSTIN
</b>                         How about a hot cup of coffee?

<b>                                     FELICITY
</b>                         Yes, I rather fancy a grind.

<b>                                     AUSTIN
</b>                         Oh, Behave!

               Austin hits a button and an automatic coffee-pourer pours a 
               cup.

               MUSIC: Girl from Impenema by JOBIM

<b>                                     AUSTIN
</b>                         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.

<b>                                     AUSTIN
</b>                         How does that feel, baby?

<b>                                     FELICITY
</b>                         Mmm, lower.

<b>                                     AUSTIN
</b>                              (lowering his voice)
<b>                         HOW DOES THAT FEEL, BABY?
</b>
               They laugh. Austin continues to massage her.

<b>                                     FELICITY
</b>                         Wait, something's itching me.

               She reaches behind her and unties the strap of her evening 
               dress, revealing her naked back.

<b>                                     FELICITY
</b>                         That's better.

<b>                                     AUSTIN
</b>                         Crikey!!!

               Austin GULPS and accidentally spurts way too much oil on 
               her.

<b>                                     AUSTIN
</b>                         Sorry.

               Austin continues the back rub and Felicity stretches out on 
               the bed.

<b>                                     AUSTIN
</b>                              (talking to his crotch)
                         Hello, anyone home? C'mon lads, do 
                         it for England.

               Austin takes a peak-- nothing. He is panicked.

<b>                                     FELICITY
</b>                         Oh, that was so relaxing. Felicity 
                         stretches very sexily.

<b>                                     AUSTIN
</b>                         Would you 'like to see my etchings?

<b>                                     FELICITY
</b>                              (sexy)
                         I think I'm ready for bed.

               She moves close to Austin. He slides to the other side of 
               the bed.

<b>                                     AUSTIN
</b>                         I'll get you some PJs.

<b>                                     FELICITY
</b>                         No, I'm ready for bed.

               She moves over to him. He avoids her.

<b>                                     AUSTIN
</b>                         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.

<b>                                     FELICITY
</b>                         No, I want to have sex with you, 
                         Austin.

<b>                                     AUSTIN
</b>                         Hello Vicar!

<b>                                     FELICITY
</b>                         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.

<b>                                     AUSTIN
</b>                              (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?

<b>               MUSIC: SAD INSTRUMENTAL
</b>
<b>                                     AUSTIN
</b>                         Oh yes. Felicity, I can't shag you. 
                         I've lost my mojo.

<b>                                     FELICITY
</b>                              (obviously disappointed)
                         Oh.

<b>                                     AUSTIN
</b>                         I thought coming back to the Sixties 
                         would bring it back, but it hasn't.

<b>                                     FELICITY
</b>                         Austin, don't worry. I know just the 
                         man to help you. He's my guru. Ringo 
                         recommended him and he's the best.

<b>                                     AUSTIN
</b>                         I'll warm up the Jumbo Jet, baby!

<b>               EXT. AUSTIN'S PSYCHEDELIC JUMBO JET
</b>
               Austin's plane in flight.

<b>               EXT. INDIA - STOCK FOOTAGE
</b>
<b>               EXT./INT. BEETLE
</b>
               Austin and Felicity drive against obvious rear screen 
               projection of India.

<b>               INT. ASHRAM
</b>
               It looks like a mosque, with incense, tapestries, and 
               DISCIPLES.  Austin and Felicity enter.

<b>               MUSIC: SITAR
</b>
<b>                                     FELICITY
</b>                         There he is. That's my guru.

               We see the GURU PITKA (played by Mike), an Indian man in a 
               bright red sari.

<b>                                     FELICITY
</b>                         Guru, I'd like you to meet Austin 
                         Powers.

<b>                                     AUSTIN
</b>                         How are you baby?

<b>                                     GURU PITKA
</b>                         My chakras are aligned and I am in a 
                         perfect state of equipoise.

<b>                                     AUSTIN
</b>                         Good on ya. I don't know what that 
                         means but it sounds fab.

<b>                                     FELICITY
</b>                         Guru, we need some advice.

<b>                                     GURU PITKA
</b>                         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.

<b>                                     DISCIPLES
</b>                         Ahhhhhh!

<b>                                     GURU PITKA
</b>                         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.

<b>                                     DISCIPLES
</b>                         Ahhhhhh!

<b>                                     GURU PITKA
</b>                         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.

<b>                                     DISCIPLES
</b>                         Ahhhhhhhh...

<b>                                     GURU PITKA
</b>                         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!"

<b>                                     DISCIPLES
</b>                         Ahhhhhhh...

<b>                                     GURU PITKA
</b>                         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."

<b>                                     DISCIPLES
</b>                         Ahhhhhhh....

<b>                                     GURU PITKA
</b>                         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.

<b>                                     DISCIPLES
</b>                         Ahhhhh...

<b>                                     GURU PITKA
</b>                              (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.

<b>                                     DISCIPLES
</b>                         Ahhhhh...

<b>                                     GURU PITKA
</b>                         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.

<b>                                     DISCIPLES
</b>                              (chanting)
                         Om Ay Vant Yu Uh... Mo Ay Vant Yu 
                         Uh... Mo Ay Vant Yu Hu.

               The Guru takes a swig of Yoo-Hoo.

<b>                                     GURU PITKA
</b>                         Go with God, and pay at the door 
                         please.

               The disciples file out. Austin and Felicity approach.

<b>                                     GURU PITKA
</b>                         How can I help you?

<b>                                     AUSTIN
</b>                         Guru, I'm having trouble performing.

<b>                                     GURU PITKA
</b>                         What do you mean?

<b>                                     AUSTIN
</b>                         You know- my bits and pieces are a 
                         bit sleepy.

<b>                                     GURU PITKA
</b>                         I'm not understanding.

<b>                                     AUSTIN
</b>                         I've forgotten the steps to the Mummy-
                         Daddy dance.

<b>                                     GURU PITKA
</b>                         Still not clear.

<b>                                     AUSTIN
</b>                         My flag's at half mast and no one 
                         will salute it.

<b>                                     GURU PITKA
</b>                         Sorry?

<b>                                     AUSTIN
</b>                         My Willie don't work.

<b>                                     GURU PITKA
</b>                         Why are you beating around the bush?

<b>                                     AUSTIN
</b>                         That's my problem.

<b>                                     GURU PITKA
</b>                         Ohhhhh, I get it.
                              (beat)
                         No, I don't get it.

<b>                                     FELICITY
</b>                         He's impotent!

<b>                                     AUSTIN
</b>                         Alright, easy.
                              (to Guru)
                         Felicity and I were all set for some 
                         hump Olympics and I couldn't bat for 
                         six.

<b>                                     GURU PITKA
</b>                         Oh, yes, I see.

<b>                                     AUSTIN
</b>                         You have no idea what I'm saying, do 
                         you?

<b>                                     GURU PITKA
</b>                         Not a word.

<b>                                     AUSTIN
</b>                         Guru, I've lost my mojo.

<b>                                     GURU PITKA
</b>                         Oh, mojo! You should have said so. 
                         Well, you've lost your mojo because 
                         your chakras are misaligned. You 
                         have lost love.

<b>                                     AUSTIN
</b>                         Lost love? Oh, you mean Vanessa?

<b>                                     FELICITY
</b>                         Who's Vanessa?

<b>                                     AUSTIN
</b>                         She was an evil robot minion of Dr. 
                         Evil. I couldn't have loved her.

<b>                                     GURU PITKA
</b>                         Denial ain't just a river in Egypt, 
                         buddy. You will only get your mojo 
                         back when you surround yourself with 
                         love.

<b>                                     AUSTIN
</b>                         Oh, I get what you're saying now! 
                         He's talking about free love, baby! 
                         Tune in, turn on, and drop out!

<b>                                     GURU PITKA
</b>                         I am talking about true love. You 
                         must stay and study until you are 
                         worthy.

<b>                                     AUSTIN
</b>                         No way, man. The only way to surround 
                         yourself with love is to throw a 
                         swinging shin-dig! Yeah, baby, yeah!

<b>               INT. DR.EVIL'S VOLCANO LAIR
</b>
               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.

<b>                                     DR. EVIL
</b>                         Well done, Fat Bastard. May I have 
                         the mojo?

<b>                                     FAT BASTARD
</b>                         First things first, where's your 
                         shitter? I've gotta bleepin, turtle 
                         head pokin' out.

<b>                                     DR. EVIL
</b>                              (disgusted)
                         Right. Charming. Fat Bastard- you 
                         don't mind me calling you Fat Bastard 
                         do you?

<b>                                     FAT BASTARD
</b>                         I've got a lot of demons kickin' 
                         around in my noggin, but weight issues 
                         ain't one of them.

<b>                                     DR. EVIL
</b>                         Alright, Fatty-

<b>                                     FAT BASTARD
</b>                         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.

<b>                                     DR. EVIL
</b>                         Fat Bastard, the mojo?

<b>                                     FAT BASTARD
</b>                         Where's my (bleeping) money?

<b>                                     DR. EVIL
</b>                         A gentlemen never discusses money.

<b>                                     FAT BASTARD
</b>                         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)!

<b>                                     DR. EVIL
</b>                              (pause)
                         Vulgarity is no substitute for wit.

<b>                                     FAT BASTARD
</b>                         (Bleep) you!

<b>                                     DR. EVIL
</b>                         Right. Bring in the money.

               Dr. Evil PRIVATE ARMY SOLDIERS drive in a forklift loaded 
               with gold bars.

<b>                                     FAT BASTARD
</b>                         Alright, here it is.

               Fat Bastard slowly draws out the high-tech syringe full of 
<b>               MOJO.
</b>
               Dr. Evil is mesmerized.

<b>                                     DR. EVIL
</b>                         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 
<b>               PREPARED PEDESTAL.
</b>
               NUMBER TWO enters.

<b>                                     NUMBER TWO
</b>                         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.

<b>                                     DR. EVIL
</b>                         This is ri-goddamn-diculous, we have 
                         his mojo.

<b>                                     NUMBER TWO
</b>                         There is another. Felicity Shagwell, 
<b>                         CIA.
</b>
               Suddenly, Scott Evil enters through TIME PORTAL.

<b>                                     DR. EVIL
</b>                         Scott, what are you doing here?

<b>                                     SCOTT
</b>                         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.

<b>                                     DR. EVIL
</b>                         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.

<b>                                     DR. EVIL
</b>                         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

<b>                                     DR. EVIL
</b>                         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.

<b>                                     DR. EVIL
</b>                         What?

<b>                                     SCOTT
</b>                              (snickering again)
                         Nothing Darth.

<b>                                     DR. EVIL
</b>                         What did you call me?

<b>                                     SCOTT
</b>                         Nothing.
                              (pretends to sneeze)
                         Rip-off!

<b>                                     DR. EVIL
</b>                              (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.

<b>                                     DR. EVIL
</b>                         What now?

<b>                                     SCOTT
</b>                         The Alan Parsons Project was a 
                         progressive rock band from 1982.  
                         Why don't you just name it Operation 
                         Wang Chung, ass?

<b>                                     DR. EVIL
</b>                              (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!

<b>               INSERT SHOT:
</b>
               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.

<b>                                     NUMBER TWO
</b>                         My God, Dr. Evil, you destroyed the 
                         Wihite House with no warning!

<b>                                     DR. EVIL
</b>                         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?

<b>                                     SCOTT
</b>                         Yeah, Codename: Thompson Twins was 
                         really impressive.

<b>                                     DR. EVIL
</b>                         Shhhh!

<b>                                     SCOTT
</b>                         I'm nineteen, I don't-

<b>                                     DR. EVIL
</b>                         Shh! Shh-Shh. Shh-Shhhhhh-Shh. Shh-
                         shh! It's Morse code.
                              (reading imaginary 
                              paper)
                         Let me decipher... it says 'shhhhh!'

<b>                                     SCOTT
</b>                         You are so lame-

<b>                                     DR. EVIL
</b>                              (like Electric Company)
                         Ssssss...huuuuuh...Shhhhh!

<b>                                     NUMBER TWO
</b>                         Dr. Evil, what are we going to do 
                         about Powers?

<b>                                     DR. EVIL
</b>                         Fat Bastard, in addition to being 
                         extremely rotund, you're a vicious 
                         killer.

               Take care of it.

<b>                                     FAT BASTARD
</b>                         It'll be my pleasure.

<b>                                     DR. EVIL
</b>                         It's an easy job. Without his mojo, 
                         Powers will be...powerless?

<b>               INT. AUSTIN'S PAD - NIGHT
</b>
               A party, packed with dancing freaks of every stripe, is in 
               full swing. A girl dances in an oversized birdcage.

<b>                                     AUSTIN
</b>                         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.

<b>                                     PREGNANT WOMAN
</b>                         Hey!

<b>                                     AUSTIN
</b>                         You'll thank me later, baby.

               Another angle. Austin and Felicity dancing.

<b>                                     AUSTIN
</b>                              (noticing someone)
                         Hey! Ricardo Monteblan, how are you?

               We see RICARDO MONTEBLAN -smoking a hukka on a round chair.

<b>                                     RICARDO
</b>                         Hello, Austin! Balls, said the queen 
                         and the king laughed because he had 
                         too.

<b>                                     AUSTIN
</b>                              (to camera)
                         Crazy, man!

<b>                                     FELICITY
</b>                         Let's split up and scope the scene.

<b>                                     AUSTIN
</b>                         Don't do anything I wouldn't do- at 
                         least not without me.

               Felicity slaps Austin on the butt as he walks off.

<b>                                     AUSTIN
</b>                         Oh, behave!

<b>                                                                    CUT TO:
</b>
               Austin at the bar with an exotic-looking mod chick.

<b>                                     AUSTIN
</b>                              (to chick)
                         You're very exotic, baby. Do you 
                         have a little English in you?

<b>                                     CHICK
</b>                         No.

<b>                                     AUSTIN
</b>                         Would you like to?

<b>                                                                    CUT TO:
</b>
               An Alan Zeus-type very gay guy.

<b>                                     ALAN ZEUS GUY
</b>                              (rolling his eyes)
                         This is ridiculous!

<b>                                                                    CUT TO:
</b>
               A LONDON COP and Felicity are on hanging chairs.

<b>                                     LONDON COP
</b>                         Have you ever been picked up by the 
                         fuzz?

<b>                                     FELICITY
</b>                         No, but I bet it really hurts.

<b>                                                                    CUT TO:
</b>
               A GUY IN A RAINCOAT on a tricycle, shot undercranked, rides 
               through the party and falls over.

<b>                                                                    CUT TO:
</b>
               Austin pops into frame with a book that says "AUSTIN POWERS 
<b>               SEXY DICTIONARY".
</b>
<b>                                     AUSTIN
</b>                         The Austin Powers Sexy Dictionary 
                         defines an Eskimo hooker as a frosty 
                         prosty.

<b>                                                                    CUT TO:
</b>
               An eskimo at the bar in a fur parka.

<b>                                     ESKIMO
</b>                              (to camera)
                         I don't get it.

<b>                                                                    CUT TO:
</b>
               The camera pans up Felicity's cool hip-huggers, which are 
               very tight.

<b>                                     AUSTIN
</b>                         Those are skin tight. How do you get 
                         into those pants, baby?

<b>                                     FELICITY
</b>                         Well you can start by buying me a 
                         drink.

               Austin does a spit take.

<b>                                                                    CUT TO:
</b>
               Felicity with a VIKING.

<b>                                     VIKING
</b>                         You were great last night. By the 
                         way, I'm Thor.

<b>                                     FELICITY
</b>                         You're Thor? I'm tho thor I can hardly 
                         thit.

<b>                                                                    CUT TO:
</b>
               Austin is wearing a silly spiked German helmet like in Hogan's 
               Heroes.

<b>                                     AUSTIN
</b>                              (German accent)
                         Hello, I am Baron Von Firstinbed. 
                         Last night I had German-Chinese food. 
                         An hour later I was hungry- for power.

<b>                                                                    CUT TO:
</b>
<b>                                     ZEUS GUY
</b>                         Oh puh-leez, why don't you take a 
                         handful of F-off pills?

<b>                                                                    CUT TO:
</b>
<b>                                     AUSTIN
</b>                         Did you hear about the contortionist 
                         who was engaged to be married?

<b>                                     FELICITY
</b>                         Yeah, I heard she broke it off.

<b>                                                                    CUT TO:
</b>
               Film running backwards of Austin doing a spit take.

<b>                                                                    CUT TO:
</b>
               ARTIE JOHNSON in German helmet behind a plant.

<b>                                     ARTIE JOHNSON
</b>                         Verrrrry interesting- but shtupid!

<b>                                                                    CUT TO:
</b>
               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.

<b>                                                                    CUT TO:
</b>
               Cut to Austin and Felicity together again.

<b>                                     FELICITY
</b>                         Look at that.

               She points to where Fat Bastard and his companion are 
               standing.

<b>                                     AUSTIN
</b>                         That's not a pretty sight. Who is 
                         he?

<b>                                     FELICITY
</b>                         Until recently he worked security 
                         for the MOD, but we think he might 
                         be a double agent, possibly for Dr. 
                         Evil.

<b>                                     AUSTIN
</b>                         How do you know?

<b>                                     FELICITY
</b>                         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.

<b>                                     AUSTIN
</b>                         Who's the girl?

<b>                                     FELICITY
</b>                         I don't know, but it looks like he's 
                         splitting.

               Fat Bastard exits.

<b>                                     FELICITY
</b>                         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.

<b>                                     AUSTIN
</b>                         Hello, hello.

<b>                                     GIRL
</b>                         Hello, Mr. Powers. Fab party.

<b>                                     AUSTIN
</b>                         Who are you today, baby?

<b>                                     GIRL
</b>                         Robin. Robin Swallows.

<b>                                     AUSTIN
</b>                         Swallows? That's an interesting name. 
                         Are you English?

<b>                                     ROBIN SWALLOWS
</b>                         German, actually. My maiden name is 
                         Spitz.

<b>                                     AUSTIN
</b>                         Well which is it, baby, Spitz or 
                         Swallows? Either way, it's a pleasure.

<b>                                     ROBIN SWALLOWS
</b>                         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.

<b>                                     AUSTIN
</b>                         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.

<b>                                     AUSTIN
</b>                              (snapping out of it)
                         So, who was your friend?

<b>                                     ROBIN SWALLOWS
</b>                         His name is Fat Bastard.

<b>                                     AUSTIN
</b>                         It suits him.

<b>                                     ROBIN SWALLOWS
</b>                         He's my lover.

               Austin is grossed out.

<b>                                     AUSTIN
</b>                         OK. Would you happen to know if he's 
                         in business with a man named Mr. 
                         Evil?

<b>                                     ROBIN SWALLOWS
</b>                         I don't know anyone named Dr. Evil.

<b>                                     AUSTIN
</b>                         Really? I said Mister Evil. Austin 
                         does a smug take.

<b>                                     AUSTIN
</b>                         Something to drink? Would you like a 
                         Mister Pepper?

<b>                                     ROBIN SWALLOWS
</b>                         Yes, I'd love a Doctor Pepper.

<b>                                     AUSTIN
</b>                         Really? I said Mister Pepper.

               Austin does another smug take. Robin grabs Austin and pulls 
               him close.

<b>                                     ROBIN SWALLOWS
</b>                         You're a groovy boy, I'd like to 
                         strap you on sometime.

<b>                                     AUSTIN
</b>                         Oh, behave!

<b>                                                                    CUT TO:
</b>
<b>               ALAN ZEUS-TYPE GUY IN LIMBO
</b>
<b>                                     ALAN ZEUS TYPE
</b>                         Meanwhile...

<b>                                                                   BACK TO:
</b>
<b>               EXT. FISH AND CHIPS STAND - NIGHT
</b>
               Literally a window in a wall. Fat Bastard is placing his 
               order.

<b>                                     FAT BASTARD
</b>                         ...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.

<b>                                     FELICITY
</b>                         I love a man with a large appetite.

<b>                                     FAT BASTARD
</b>                         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.

<b>               INT. AUSTIN'S PAD - NIGHT
</b>
<b>                                     AUSTIN
</b>                         Can I ask you a question?

<b>                                     ROBIN SWALLOWS
</b>                         Yes.

<b>                                     AUSTIN
</b>                         Thank you.

               Beat.

<b>                                     ROBIN SWALLOWS
</b>                         Well, what's the question?

<b>                                     AUSTIN
</b>                         Oh, yes. Would you like to shag? 
                         Would you?

<b>                                     ROBIN SWALLOWS
</b>                         I'd love to, Mr. Powers, just come 
                         right... over... here.

               Robin moves Austin into place as they dance.

<b>                                     AUSTIN
</b>                         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.

<b>                                     ROBIN SWALLOWS
</b>                              (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.

<b>                                     ROBIN SWALLOWS
</b>                              (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 
<b>               USING HER AS A SHIELD.
</b>
               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.

<b>               IN MID-AIR
</b>
               As they fall, Austin turns Robin around so that she is between 
               him and the ground.

<b>               EXT. OUTSIDE AUSTINIS FLAT
</b>
               They land with a THUD. Robin cushions Austin's fall. Oedipus 
               is dead on the pavement.

<b>                                     ROBIN SWALLOWS
</b>                         Oedipus, Oedipus...

<b>                                     AUSTIN
</b>                         Sorry baby, too late. He's as dead 
                         as vaudeville.

<b>                                     ROBIN SWALLOWS
</b>                         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...

<b>                                                                    CUT TO:
</b>
<b>               INT. BEDROOM - NIGHT
</b>
               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.

<b>                                     FAT BASTARD
</b>                         I always get (bleep)in' hungry after 
                         I get my end away!

<b>                                     FELICITY
</b>                         I never would have thought that a 
                         man of such tremendous girth could 
                         be such a, um, creative and sensuous 
                         lover!

<b>                                     FAT BASTARD
</b>                         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.

<b>                                     FAT BASTARD
</b>                         Frisky are we? Alright lets have 
                         another go!

               She is horrified.

<b>               INT. DR. EVIL'S VOLCANO LAIR - MAIN ROOM
</b>
               Dr. Evil at his table with Frau, Scott, and Number Two.

<b>                                     DR. EVIL
</b>                         Get me the President of the United 
                         States.

               The PRESIDENT appears on Dr. Evil's video screen with his 
               ADVISORS behind him.

<b>               INT. OVAL OFFICE (SPLIT SCREEN)
</b>
<b>                                     PRESIDENT
</b>                         Dr. Evil, what do you want?

<b>                                     DR. EVIL
</b>                         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.

<b>                                     DR. EVIL
</b>                         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-

<b>               SNAP ZOOM
</b>
<b>                                     DR. EVIL
</b>                         One hundred billion dollars!

               The President and his advisors LAUGH.

<b>                                     PRESIDENT
</b>                         Dr. Evil that's more than the entire 
                         federal budget for 1969.

<b>                                     DR. EVIL
</b>                         Don't play games with me. The capitol 
                         will disappear if I don't receive

<b>               SNAP ZOOM
</b>
<b>                                     DR. EVIL
</b>                         One hundred billion dollars!

               His advisors LAUGH.

<b>                                     PRESIDENT
</b>                         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.

<b>                                     DR. EVIL
</b>                         Come on, Mr. President...

<b>               SNAP ZOOM:
</b>
<b>                                     DR. EVIL
</b>                         "Show me the money!"

               Dr. Evil looks around smugly. No one laughs.

<b>                                     PRESIDENT
</b>                         What?

<b>               SNAP ZOOM:
</b>
<b>                                     DR. EVIL
</b>                         "Show me the money!"

               He looks around again, expectantly.

<b>                                     PRESIDENT
</b>                         I'm sorry, I don't understand.

<b>                                     DR. EVIL
</b>                         You know, kwan? Show me the money? 
                         No? Nothing?

<b>                                     SCOTT
</b>                         It's 1969. That movie won't come out 
                         for another 30 years, ass.  They 
                         don't know what you're talking about.

<b>                                     DR. EVIL
</b>                         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.

<b>                                     PRESIDENT
</b>                         But-

<b>                                     DR. EVIL
</b>                              (making 'stop' gesture)
                         Talk to the hand!

               Dr. Evil signs off.

<b>                                     DR. EVIL
</b>                              (to Scott)
                         I did love that, though. Cuba Gooding 
                         Jr. was outstanding. Oscar speech, 
                         very touching.

               Scott looks at him with disgust.

<b>                                     DR.EVIL
</b>                         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 
<b>               SECRET SHRINE TO AUSTIN POWERS!
</b>
               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.

<b>                                     DR. EVIL
</b>                         Yeah, baby. Very shagedelic.
                              (beat)
                         This isn't working. I don't feel 
                         anything.

               We PUSH IN towards Dr. Evil's head.

<b>               FLASH CUT TO:
</b>
<b>               DR. EVIL ANIMATED SEQUENCE
</b>
               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.

<b>               FLASH CUT BACK TO:
</b>
<b>               INT. DR. EVIL'S VOLCANO LAIR - AUSTIN SHRINE
</b>
               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.

<b>                                     NUMBER TWO
</b>                         Dr. Evil, one last thing. I-- oh.

<b>                                     DR. EVIL
</b>                         I was just... right. Would it kill 
                         you to frickin' knock?

<b>               EXT./INT. CARNABY STREET - DAY
</b>
               Austin and Felicity walk along the street.

<b>                                     FELICITY
</b>                         Austin, tell me about the Nineties.

<b>                                     AUSTIN
</b>                         You know I can't tell you details 
                         about the future, baby, it could 
                         alter history.

<b>                                     FELICITY
</b>                         Not details, just what it's like. 
                         You know, what's the scene?  Where's 
                         it at?

<b>                                     AUSTIN
</b>                         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.

<b>                                     FELICITY
</b>                         Sounds awful.

<b>                                     AUSTIN
</b>                         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.

<b>                                     FELICITY
</b>                         You? Married? What about the sexual 
                         revolution?

<b>                                     AUSTIN
</b>                         Well, it turns out there were some 
                         casualties, baby. Don't you think 
                         you'll ever get married?

<b>                                     FELICITY
</b>                         No, not until I get a little more 
                         'experience' under my belt.

<b>                                     AUSTIN
</b>                         Oh, behave!

               Suddenly Austin notices something outside and puts his hand 
               to his mouth in fear.

<b>                                     AUSTIN
</b>                              (wide-eyed)
                         Oh my God!

               Felicity is immediately on her guard. She pulls her gun.

<b>                                     FELICITY
</b>                              (looking around)
                         What is it! Is it Fat Bastard?

<b>                                     AUSTIN
</b>                         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.

<b>                                     AUSTIN
</b>                         Says 'Oh my God!'

               They laugh.

<b>                                     FELICITY
</b>                         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.

<b>               AUSTIN AND FELICITY - SUPER-8 MONTAGE
</b>
               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.

<b>               BACK ON THE STREET
</b>
<b>                                     AUSTIN
</b>                         Felicity, I haven't had this much 
                         fun since I worked undercover in 
                         Amsterdam-- '66 I think it was.

<b>                                     FELICITY
</b>                         1965, actually. You posed as a Dutch 
                         cheese expert to stop Dr.  Evil from 
                         poisoning the world's water supply.

               Austin is impressed.

<b>                                     FELICITY
</b>                         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.

<b>                                     FELICITY
</b>                         The CIA has always been a boy's club 
                         until now. Well move over, this 
                         chick's taking over.

<b>                                     AUSTIN
</b>                              (hoarse)
                         Very impressive.

<b>                                     FELICITY
</b>                         Austin, your voice!

<b>                                     AUSTIN
</b>                         Yes, I think I'm coming down with 
                         something.

               Austin and Felicity stop at an ICE CREAM MAN with his 
               pushcart.

<b>                                     AUSTIN
</b>                         I'll get some ice cream. Would you 
                         like some?

<b>                                     FELICITY
</b>                         No thanks.

<b>                                     AUSTIN
</b>                              (hoarse, to ice cream 
                              man)
                         Could I have two scoops of Vanilla, 
                         please?

<b>                                     ICE CREAM MAN
</b>                         Right away, governor. Would you like 
                         chocolate syrup?

<b>                                     AUSTIN
</b>                              (hoarse)
                         Yes, please.

<b>                                     ICE CREAM MAN
</b>                         Will you have any whipped cream?

<b>                                     AUSTIN
</b>                              (hoarse)
                         I will, thank you.

<b>                                     ICE CR@ MAN
</b>                         Candy sprinkles?

<b>                                     AUSTIN
</b>                              (hoarse)
                         Yes please.

<b>                                     ICE CREAM MAN
</b>                         Crushed nuts?

<b>                                     AUSTIN
</b>                         No, laryngitis.

<b>                                     ICE CREAM MAN
</b>                         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).

<b>                                     AUSTIN
</b>                              (now with phlegmy 
                              throat)
                         Basil!

<b>                                     BASIL EXPOSITION
</b>                         Hello, Austin. What's wrong with 
                         your voice?

<b>                                     AUSTIN
</b>                              (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-

<b>                                     BASIL EXPOSITION
</b>                              (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.

<b>                                     AUSTIN
</b>                         But how can we track Fat Bastard?

<b>                                     FELICITY
</b>                         I planted a homing device on him 
                         last night.

<b>                                     BASIL EXPOSITION
</b>                         Yes, and we're starting to pick up 
                         the signal now.

               Basil hands Felicity a tracking device that BEEPS.

<b>                                     AUSTIN
</b>                         How did you get close enough to plant 
                         a homing device?

<b>                                     FELICITY
</b>                         I shagged him, I shagged him rotten.

               Austin and Basil are confused and grossed out at the same 
               time.

<b>                                     AUSTIN
</b>                         You... him? Just like that?

<b>                                     FELICITY
</b>                         Yes, Austin, we needed that 
                         information.

<b>                                     BASIL EXPOSITION
</b>                         Well, thanks to your effort, Felicity, 
                         we now know that-

<b>                                     AUSTIN
</b>                              (interrupting, to 
                              Felicity)
                         Did you use an elaborate set of 
                         pulleys? A block and tackle?

<b>                                     BASIL EXPOSITION
</b>                         Anyway, you two follow the signal 
                         back to Dr. Evil's headquarters and 
                         then-

<b>                                     AUSTIN
</b>                              (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!

<b>                                     BASIL EXPOSITION
</b>                         Never mind, Austin, you two have 
                         work to do. You must find Dr.  Evil.

<b>               INT. BEETLE
</b>
               We hear the BEEP-BEEP of the tracking screen built into the 
               dash.

<b>                                     AUSTIN
</b>                         I got it! A Chinese basket with a 
                         counter-weighted ballast.  That's 
                         how you did it, right?

<b>                                     FELICITY
</b>                         Austin, it almost sounds like you're 
                         jealous.

<b>                                     AUSTIN
</b>                         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.

<b>                                     AUSTIN
</b>                         Get down!

               Felicity ducks. Austin reaches back and pulls ROBIN SWALLOWS 
               from the back seat and USES HER AS A SHIELD.

<b>                                     FELICITY
</b>                         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.

<b>               EXT. DR. EVIL'S ISLANDNIGHT
</b>
               We hear the BEEP-BEEP of the tracking screen.

<b>               EXT. BEACH - DR. EVIL'S ISLAND - NIGHT
</b>
               The Beetle comes from under the water and lands on the beach. 
               We still hear the BEEP-BEEP.

<b>               EXT. TENT - WOODS - NIGHT
</b>
               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.

<b>                                     AUSTIN
</b>                         According to the readings, Dr. Evil's 
                         headquarters is over the next ridge.

<b>                                     FELICITY
</b>                         Can I have a look?

<b>                                     AUSTIN
</b>                         Sure.

               Austin hands her the binoculars. Unfortunately the strap is 
               still around his neck, pulling his face into her cleavage.

<b>                                     FELICITY
</b>                         Question is, how do we get in?

<b>                                     AUSTIN
</b>                              (muffled)
                         Mmmmmmm...mmmmm...

<b>                                     FELICITY
</b>                         Austin, did you hear me?

<b>                                     AUSTIN
</b>                         I seem to be stuck in your dirty 
                         pillows.

<b>                                     FELICITY
</b>                         Where are the topographical maps 
                         that Basil drew up?

<b>                                     AUSTIN
</b>                         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.

<b>                                     AUSTIN (V.O.)
</b>                         Have you got it out yet?

<b>                                     FELICITY (V.O.)
</b>                         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.

<b>                                     AUSTIN (V.O.)
</b>                         Oh, anything that catches my fancy.

<b>                                     FELICITY (V.O.)
</b>                         How do you manage to fit it all in?

<b>                                     AUSTIN (V.O.)
</b>                         Oh, it stretches to fit.

               The shadow Felicity appears to pull a tennis racket out of 
               Austin's ass.

<b>                                     AUSTIN (V.O.)
</b>                         Are you almost done? I can't hold it 
                         much longer.

<b>               INT. TENT
</b>
               We see that Austin is leaned over holding part of the tent.

               Felicity is rummaging through a duffel bag across the tent.

<b>                                     FELICITY
</b>                         Here we go, one hammer. It's amazing 
                         how much this duffel bag will hold.

<b>               INT. DR. EVIL'S VOLCANO LAIR
</b>
               We see Dr. Evil playing a piano. We pan to see Mini-Me on 
               top of the piano, himself playing a miniature baby grand.

<b>                                     DR. EVIL
</b>                              (singing)
<b>                         'WHAT IF GOD WAS ONE OF US?
</b><b>                         JUST A SLOB LIKE ONE OF US?'
</b>
               We see that Number Two and Frau are the audience. They 
               applaud.

<b>                                     NUMBER TWO
</b>                         Dr. Evil, that was fantastic, but I 
                         do have some bad news.  Powers' is 
                         on the island.

<b>                                     DR. EVIL
</b>                         How tedious.

<b>                                     NUMBER TWO
</b>                         Don't worry, Dr. Evil, we can get to 
                         him by using the girl.

<b>                                     DR. EVIL
</b>                         Really?

<b>                                     NUMBER TWO
</b>                         I have the perfect weapon. Frau?

<b>                                     FRAU
</b>                              (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.

<b>                                     NUMBER TWO
</b>                         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.

<b>               ANGLE ON THE FIRST HE-BOT.
</b>
               A nozzle flips up from his codpiece and white smoke pours 
               out.

<b>                                     NUMBER TWO (O.S.)
</b>                         Poison gas...

<b>               ANGLE ON THE SECOND HE-BOT.
</b>
               A gun barrel flips out form his crotch and FIRES machine-gun 
               style.

<b>                                     NUMBER TWO (O.S.)
</b>                         Machine gun...

<b>               ANGLE ON THE THIRD HE-BOT.
</b>
               A nozzle flips up from his crotch and yellow liquid drizzles 
               out onto the floor, where it smokes.

<b>                                     NUMBER TWO (O.S.)
</b>                         And deadly acid.

               Dr. Evil is disgusted by the last one.

<b>                                     DR. EVIL
</b>                         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)
<b>                         ME, AND MY SHA-DOW STROLLING DOWN 
</b><b>                         THE A-VA-
</b>                              (rapidly)
<b>                         WASN'T A STREET, WASN'T A ROAD
</b><b>                         WASN'T A BOULEVARD
</b>                              (dancing in step)
<b>                         ME, AND MY SHA- OW ALL ALONE AND FEE-
</b><b>                         LING...
</b>
<b>                                     MINI-ME
</b>                              (voice unnaturally 
                              low)
<b>                         BLUE!
</b>
<b>               EXT. TENT
</b>
               We see the shadows again. It now looks like Felicity is 
               putting things into Austin's ass.

<b>                                     FELICITY (V.O.)
</b>                         Do you want everything to go back 
                         in?

<b>                                     AUSTIN (V.O.)
</b>                         Yes. Listen, Felicity, about Fat 
                         Bastard-

<b>                                     FELICITY (V.O.)
</b>                         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.

<b>                                     AUSTIN (V.O.)
</b>                         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.

<b>                                     AUSTIN (V.O.)
</b>                         Ow!
                              (beat)
                         My back hurts.

<b>                                     FELICITY (V.O.)
</b>                         Are you OK?

<b>                                     AUSTIN (V.O.)
</b>                         I'm fine, just keeping packing.

               The He-Bots shrug their shoulders and march towards the tent.

<b>               INT. DR. EVIL'S VOLCANO LAIR - 60'S
</b>
               Dr. Evil, Fat Bastard, Scott, Number Two and Frau are seated.

<b>                                     FAT BASTARD
</b>                         Christ Almighty, it smells terrible 
                         in here.

<b>                                     DR. EVIL
</b>                         It's the volcanic sulphurous 
                         emissions. We've put up some air 
                         fresheners.

<b>                                     FAT BASTARD
</b>                         Great, now it smells like someone 
                         took a shite in a pine tree.

<b>                                     NUMBER TWO
</b>                         Dr. Evil, the laser has been loaded 
                         into the rocket. You're ready for 
                         launch.

<b>                                     DR. EVIL
</b>                         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.

<b>                                     DR. EVIL
</b>                         Ah, Mr. Powers, Ms. Shagwell, welcome 
                         to my hollowed-out volcano.

<b>                                     AUSTIN
</b>                         We meet again, Dr. Evil.

<b>                                     DR. EVIL
</b>                         Yes, the only reason I'm keeping you 
                         alive is so you can feel the agony 
                         of watching my plan unfold.

<b>                                     AUSTIN
</b>                         Dr. Evil your plan will never--

               Austin trails off as he spots his MOJO in the beaker behind 
               Dr.  Evil.

<b>                                     DR. EVIL
</b>                         Oh, is that yours?

<b>                                     AUSTIN
</b>                         My mojo!

<b>                                     DR. EVIL
</b>                         You know what they say: finders 
                         keepers, loser weepers.

<b>                                     FELICITY
</b>                         Dr. Evil, do you like real estate?

<b>                                     DR. EVIL
</b>                         Of course. Why?

               Felicity kicks Dr. Evil in the balls.

<b>                                     FELICITY
</b>                         Now you've got a couple of achers.

<b>                                     DR. EVIL
</b>                         Oww! My stomach hurts!

<b>                                     AUSTIN
</b>                              (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.

<b>                                     DR. EVIL
</b>                         Take them away.

               The guards lead Austin and Felicity away.

<b>                                     SCOTT
</b>                         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!

<b>                                     DR. EVIL
</b>                         You're going the right way for a 
                         smacked bottom, young man.

<b>                                     SCOTT
</b>                         You don't own me!

<b>                                     DR. EVIL
</b>                         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.

<b>                                     FAT BASTARD
</b>                         What about Powers?

<b>                                     DR. EVIL
</b>                         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.

<b>                                     NUMBER TWO
</b>                         Five, four, three...

<b>               EXT. VOLCANO ISLAND (CHEAP BLUE SCREEN)
</b>
<b>                                     NUMBER TWO (V.O.)
</b>                         Two, one, liftoff!

               The rocket lifts off from the volcano into the night sky.

<b>               EXT. NIGHT SKY (CHEAP BLUE SCREEN)
</b>
               The rocket in flight.

<b>               FULL SCREEN - NORAD TRACKING SCREEN
</b>
               The rocket enters the screen. It has the silhouette of a 
               flying penis.

<b>               INT. TRACKING ROOM
</b>
<b>                                     OPERATOR
</b>                         Colonel, you better have a look at 
                         this radar.

<b>                                     COLONEL
</b>                         What is it, son?

<b>                                     OPERATOR
</b>                         I don't know, sir, but it looks like 
                         a giant--

<b>                                                                    CUT TO:
</b>
<b>               INT. COCKPIT - JET
</b>
<b>                                     PILOT
</b>                         Dick!

<b>                                     CO-PILOT
</b>                         Yes?

<b>                                     PILOT
</b>                         Take a look out of starboard.

<b>                                     CO-PILOT
</b>                         Oh my God, it looks like a huge--

<b>               EXT. WOODS
</b>
<b>                                     MAN
</b>                         Pecker!

<b>                                     WOMAN
</b>                         Where?

               He raises his binoculars.

<b>                                     MAN
</b>                         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-

<b>                                                                    CUT TO:
</b>
<b>               EXT. ARMY BASE
</b>
<b>                                     SERGEANT
</b>                         Privates! We have reports of an 
                         Unidentified Flying Object. It has a 
                         long, smooth shaft, complete with-

<b>               EXT. BASEBALL DIAMOND
</b>
<b>                                     UMPIRE
</b>                         Two balls! No strikes.
                              (looking up)
                         What is that? It looks just like an 
                         enormous--

<b>               CUT BACK TO:
</b>
<b>               INT. RADAR ROOM
</b>
<b>                                     COLONEL
</b>                         Johnson!

<b>                                     RADAR OPERATOR
</b>                         Yes, sir?

<b>                                     COLONEL
</b>                         Get on the horn to British 
                         Intelligence and let them know about 
                         this.

<b>               INT. JAIL CELL
</b>
               Austin and Felicity are in a bare cell with cement walls. 
               The huge metal door has a window with bars in it.

<b>                                     FELICITY
</b>                         How are we going to get out of here?

<b>                                     AUSTIN
</b>                         Why don't you just shag Fat Bastard 
                         again?

<b>                                     FELICITY
</b>                              (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.

<b>                                     AUSTIN
</b>                         Ouch, baby, very ouch. I'm wounded.

<b>                                     FELICITY
</b>                         I'm sorry, Austin, that was a cheap 
                         shot.

<b>                                     AUSTIN
</b>                         No, baby, you're right. I was wrong 
                         to judge you. I guess I am... jealous.

<b>                                     FELICITY
</b>                         But the Austin Powers I knew was 
                         wild and crazy and free. He could 
                         never be jealous.

<b>                                     AUSTIN
</b>                         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.

<b>                                     FELICITY
</b>                         Was that your wife?

<b>                                     AUSTIN
</b>                         Yes, Vanessa.

               Felicity is touched.

<b>                                     FELICITY
</b>                         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.

<b>                                     AUSTIN
</b>                         With me?

<b>                                     FELICITY
</b>                         Yes, silly.

<b>                                     AUSTIN
</b>                         Groovy, baby!

               They kiss.

<b>                                     FELICITY
</b>                         We need to lure the guard inside and 
                         get his key.

<b>                                     AUSTIN
</b>                         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?

<b>                                     FELICITY
</b>                         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.

<b>                                     FELICITY
</b>                              (giving a wolf whistle)
                         What do you think of these, my man?

<b>               INT. HALLWAY OUTSIDE CELL
</b>
               The guard is mesmerized by Felicity.

<b>                                     GUARD
</b>                         Mommy...

               He unlocks the door and enters.

<b>               INT. JAIL CELL
</b>
               The guard enters an apparently empty cell. We see that Austin 
               is wedged spread-eagle above the door, ready to pounce.

<b>                                     FELICITY
</b>                              (seductive, to guard)
                         It's very hot in here, don't you 
                         think?

               The guard follows her into the cell.

<b>                                     FELICITY
</b>                              (irritated)
                         It's very hot in here, don't you 
                         think?

               The guard advances on her.

<b>                                     FELICITY
</b>                              (breaking cover)
                         Austin!

<b>                                     AUSTIN
</b>                              (from above)
                         I'm very firmly wedged.

<b>                                     FELICITY
</b>                         If you want something done...

               She PUNCHES the guard right in the face and he collapses.

<b>                                     AUSTIN
</b>                         Almost... got it!

               Austin falls flat on his face with a THUMP and pops back up.

<b>                                     AUSTIN
</b>                         Let's go get my mojo!

<b>               INT. DR. EVIL'S MOON BASE
</b>
               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.

<b>                                     DR. EVIL
</b>                         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?

<b>               ANGLE ON THE TOP OF THE ROOM.
</b>
               Mini-Me is stuck to the top of the ceiling along with a lot 
               of DEBRIS.

<b>                                     DR. EVIL
</b>                         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.

<b>                                     DR. EVIL
</b>                              (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.

<b>                                     DR. EVIL
</b>                         (into microphone).
                         Begin-

               Worse FEEDBACK. He holds it farther away.

<b>                                     DR. EVIL
</b>                              (into mic)
                         Begin laser ignition sequence.

               The laser's coils begin to glow RED.

<b>                                     DR. EVIL
</b>                         Lunar alignment in 6 hours.

<b>               FULL FRAME - LUNAR TRACKING MODEL
</b>
               A NORAD-type screen showing the current position of the moon 
               and where it needs to be before the laser can fire.

<b>               INT. DR. EVIL'S VOLCANO LAIR - MAIN ROOM
</b>
               Austin and Felicity run into the Main Room. It is strangely 
               dark and quiet.

<b>                                     FELICITY
</b>                         Where's your mojo, Austin?

<b>                                     AUSTIN
</b>                         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.

<b>                                     AUSTIN
</b>                         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.

<b>                                     AUSTIN
</b>                         I can't fight them without my mojo.

<b>                                     FELICITY
</b>                         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.

<b>                                     AUSTIN
</b>                         Smashing, Felicity, you were making 
                         me very horny, man! Extremely randy, 
                         indeed!

<b>                                     FAT BASTARD (O.S.)
</b>                         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.

<b>                                     AUSTIN
</b>                         Fat Bastard!

<b>                                     FAT BASTARD
</b>                         Looking for this, Mr. Powers?

               Fat Bastard, holds the beaker and is flanked by a dozen 
               private army men.

<b>                                     AUSTIN
</b>                         Give me back my mojo, Fat Bastard!

<b>                                     FAT BASTARD
</b>                         I give the orders, (bleep) for brains. 
                         Guards, take them back to their cells.

               Guards approach.

<b>                                     FELICITY
</b>                         Hold on, let me ask you one question.

<b>                                     FAT BASTARD
</b>                         Alright, I guess I owe you that much 
                         for a night of carnal ecstasy.

               Austin is grossed out.

<b>                                     FELICITY
</b>                         Are you happy?

<b>                                     FAT BASTARD
</b>                         What kind of stupid ass question is 
                         that? I'm (bleep)in' rich and I'm up 
                         to my tits in clean stinky.

<b>                                     FELICITY
</b>                         You didn't answer my question, are 
                         you happy?

<b>                                     FAT BASTARD
</b>                         It's about my girth isn't it? Sure I 
                         could lose a few pounds, but I could 
                         shiva git!

<b>                                     FELICITY
</b>                         Are you happy?

<b>                                     FAT BASTARD
</b>                         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!

<b>                                     AUSTIN
</b>                         Maybe inside that Fat Bastard there's 
                         a thin bastard, trying to get out

<b>                                     FAT BASTARD
</b>                         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.

<b>                                     FAT BASTARD
</b>                         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.

<b>               EXT. BEACH - DR. EVIL'S ISLAND - DAY
</b>
               Austin and Felicity run up to the Beetle.

<b>                                     AUSTIN
</b>                         Hold on, I have something very 
                         important to do.

               Austin drinks the mojo.

<b>                                     FELICITY
</b>                         How do you feel?

<b>                                     AUSTIN
</b>                         Sound as a pound, my spuds are 
                         boiling. Fancy a shag?

<b>                                     FELICITY
</b>                         Austin, we don't have time.

<b>                                     AUSTIN
</b>                         C'mon, luv, let's hop on the good 
                         foot and do the bad thing!

<b>                                     FELICITY
</b>                         Dr. Evil's taken his laser to the 
                         moon. The world is in danger.

<b>                                     AUSTIN
</b>                         Right, the moon. I think I know 
                         someone who can give us a lift.

<b>               EXT. CAPE CANAVERAL - APOLLO ROCKET (STOCK FOOTAGE)
</b>
               The Apollo ready for lift-off.

<b>                                     NEWSCASTER (V.O.)
</b>                         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.

<b>               INT. CAPSULE
</b>
               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.

<b>                                     AUSTIN
</b>                         Gor blimey, you'd have to be a rocket 
                         scientist to figure this stuff out.

<b>                                     ASTRONAUT
</b>                         I am a rocket scientist.

               A technician closes the hatch and the countdown begins.

<b>                                     MISSION COMMANDER (V.O.)
</b>                         We will have lift-off in T minus 10 
                         seconds... 9... 8... etc.

<b>                                     AUSTIN
</b>                         Felicity, if you get frightened, 
                         just hold my hand.

<b>               EXT. CAPE CANAVERAL (STOCK FOOTAGE)
</b>
               The rocket lifts off.

<b>                                     MISSION COMMANDER (V.O.)
</b>                         We have lift-off! Apollo 11 has 
                         cleared the tower and is heading for 
                         a rendezvous with the moon.

<b>               INT. APOLLO CAPSULE
</b>
               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.

<b>                                     FELICITY
</b>                              (yelling)
                         Yaaaaa-hoooo!

<b>               EXT. SPACE - APOLLO ROCKET (STOCK FOOTAGE)
</b>
               The stages separate.

<b>               INT. NASA CONTROL ROOM
</b>
               Basil sits at the console with NASA technicians.

<b>                                     BASIL EXPOSITION
</b>                         Austin, you have achieved lunar orbit. 
                         How was that lift-off?

<b>               INT. CAPSULE - APOLLO ROCKET (INTERCUT)
</b>
<b>                                     AUSTIN
</b>                         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.

<b>                                     BASIL EXPOSITION
</b>                         Happens all the time in that 
                         situation.

<b>                                     AUSTIN
</b>                         No, I mean I soiled myself just now 
                         when I said oh 'my God!'

<b>                                     FELICITY
</b>                         Basil, it was amazing!

<b>                                     BASIL EXPOSITION
</b>                         Prepare for moon landing. We only 
                         have one hour until Dr. Evil fires 
                         the laser!

<b>               EXT. MOON LANDING (STOCK FOOTAGE)
</b>
               The lunar module settles on the moon.

<b>                                     AUSTIN (V.O.)
</b>                         Mission control, the swinger has 
                         landed.

<b>               EXT. LUNAR MODULE - SURFACE OF THE MOON
</b>
               Austin and Felicity step out in their spacesuits.

<b>                                     AUSTIN
</b>                         This is one small step for man, but 
                         a giant step for shagging.  Can you 
                         imagine it, baby, weightless? The 
                         permutations are mind-boggling.

<b>                                     FELICITY
</b>                         Naughty boy!

               Austin plants a UNION JACK on the moon.

<b>                                     AUSTIN
</b>                         God Save the Queen.

<b>               INT. NASA CONTROL ROOM
</b>
               The MISSION COMMANDER shakes his head.

<b>                                     MISSION COMMANDER
</b>                         The Queen? This is an American show, 
                         goddammit. Let's roll that footage 
                         we shot last week in the studio.

<b>               INT. 1960'S AMERICAN HOME (STOCK FOOTAGE)
</b>
               A family gathers around the TV, watching Neil Armstrong's 
               'real' moon landing.

<b>               INT. DR. EVIL'S MOON BASE
</b>
               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 
<b>               ODYSSEY.
</b>
<b>                                     DR. EVIL
</b>                         Position the laser.

               The laser shifts into place. An ALARM goes off and LIGHTS 
<b>               FLASH.
</b>
<b>                                     ANNOUNCER (V.O.)
</b><b>                         WARNING, LASER CALIBRATION!
</b>
<b>                                     DR. EVIL
</b>                         Get me the President.

<b>               THE SCREEN FLICKERS ON:
</b>
<b>                                     DR. EVIL
</b>                         Mr. President, your time is up. This 
                         is your last chance to pay 100 billion 
                         dollars or see Washington DC 
                         destroyed.

<b>                                     ANNOUNCER (V.O.)
</b><b>                         WARNING, LASER CALIBRATION!
</b>
               The ALARM continues to blare.

<b>               INT. OVAL OFFICE (SPLIT SCREEN)
</b>
               The President at his desk.

<b>                                     PRESIDENT
</b>                         What? I can't hear you.

<b>                                     DR. EVIL
</b>                         Pay me 100 billion dollars or see 
                         Washington DC destroyed!

               The ALARM BLARES.

<b>                                     PRESIDENT
</b>                         I'm sorry, I just can't hear you.

<b>                                     DR. EVIL
</b>                              (louder)
                         How about now?

<b>                                     PRESIDENT
</b>                         Better.

<b>                                     DR. EVIL
</b>                         The Capital will be destroyed-

               The ALARM BLARES.

<b>                                     PRESIDENT
</b>                         Sorry! I just can't- I think it's 
                         that alarm.

<b>                                     DR. EVIL
</b>                         Could someone shut off that frickin' 
                         alarm? I'm trying to hold the free 
                         world hostage here. Honestly.
                              (shouting)
<b>                         WILL DESTROY WASHINGTON DC UNLESS 
</b><b>                         YOU PAY ME-
</b>
               The ALARM SHUTS OFF but Dr. Evil is still shouting.

<b>                                     DR. EVIL
</b>                              (shouting)
<b>                         100 BILLION DOLLARS!
</b>
               His yelling startles even himself.

<b>                                     PRESIDENT
</b>                         Please Dr. Evil, be reasonable. That's 
                         more money than is in the entire 
                         Federal Treasury!

<b>                                     DR. EVIL
</b>                         Oh well, I guess you have one minute 
                         to- "show me the money"!

<b>                                     PRESIDENT
</b>                         I still don't know what that means. 
                         I can't show you the money because 
                         we don't have the money.

<b>                                     DR. EVIL
</b>                         Then I suppose you're up shit's crick 
                         without a paddle.

<b>               INT. NASA CONTROL ROOM
</b>
               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 
<b>               SPECIALISTS.
</b>
<b>                                     BASIL EXPOSITION
</b>                         Gentlemen, Austin has landed on the 
                         moon. We'll soon know whether he has 
                         succeeded or whether the world will 
                         be destroyed!

<b>               INT. DR. EVIL'S MOON BASE - HALLWAY
</b>
               Austin and Felicity enter through a hatch and step out of 
               their spacesuits.

<b>                                     FELICITY
</b>                         Let's find Dr. Evil.

               Suddenly, Austin notices something.

<b>                                     AUSTIN
</b>                         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.

<b>                                     FELICITY
</b>                         Austin, you've done it! You got Dr. 
                         Evil!

<b>                                     AUSTIN
</b>                         Of course I did, baby, I got my mojo 
                         working overtime.

<b>                                     FELICITY
</b>                         Austin, I'm going ahead. Cover my 
                         rear!

<b>                                     AUSTIN
</b>                         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.

<b>                                     AUSTIN
</b>                         Poor little bugger. He's so small, 
                         he's like a dog or something.

               Austin chokes back a tear.

<b>                                     AUSTIN
</b>                         Poor little bugger.
                              (realizing)
                         Felicity, be careful! Dr. Evil is 
                         still alive! Felicity?

               Austin runs after her.

<b>               INT. DR. EVIL'S MOON BASE - MAIN ROOM
</b>
               Austin rounds the corner and comes upon Dr. Evil.

<b>                                     AUSTIN
</b>                              (holding his gun on 
                              Dr. Evil)
                         Alright, slap-head, turn around. 
                         Slowly.

<b>                                     DR. EVIL
</b>                         Aren't you forgetting something?

               A wall panel in the main chamber revolves, revealing FELICITY, 
               enclosed in a glass tube.

<b>                                     AUSTIN
</b>                         Felicity!
                              (to Dr. Evil)
                         What have you done to her?

<b>                                     DR. EVIL
</b>                         Don't worry, she's not dead... yet.

               Brightly colored GAS starts to fill the glass chamber.

<b>                                     FELICITY
</b>                              (muffled through glass)
                         Don't worry about me Austin. You've 
                         got to save the world!

<b>                                     DR. EVIL
</b>                         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.

<b>                                     AUSTIN
</b>                         I've got my mojo back, man, I can do 
                         both.

<b>                                     DR. EVIL
</b>                         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.

<b>                                     AUSTIN
</b>                         Hands off my joystick, baby.

               He wrestles with her a moment and then KNOCKS IT ASKEW.

<b>               EXT. SPACE
</b>
               The laser beam hits the Big Boy Rocket in the crotch and Big 
               Boy's eyes cross in pain.

<b>               INT. DR. EVIL'S MOON BASE - MAIN ROOM
</b>
<b>                                     DR. EVIL
</b>                         Damn you, Powers!

               Dr. Evil hits a SELF-DESTRUCT button. An ALARM blares.

<b>                                     ANNOUNCER (V.O.)
</b>                         Warning! Self-destruct sequence 
                         initiated!

               The base is rocked by EXPLOSIONS.

<b>                                     AUSTIN
</b>                         See, Dr. Evil I told you I could do 
                         both.

<b>                                     DR. EVIL
</b>                         Perhaps you spoke too soon.

               Austin looks over. Felicity has slumped over in the tube.

<b>                                     AUSTIN
</b>                         Noooooo!

               Austin BANGS on the glass with his fists.

<b>                                     AUSTIN
</b>                         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.

<b>                                     AUSTIN
</b>                         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--

<b>               FLASHBACK - MONTAGE
</b>
               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.

<b>                                     AUSTIN
</b>                         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 
<b>               A PUMPKIN.
</b>
               Austin runs over to the TIME PORTAL set for "75 BC". He runs 
               through.

<b>                                                                    CUT TO:
</b>
<b>               INT. ROMAN VILLA - 75 BC
</b>
               An orgy is taking place. Dr. Evil is in a toga with a laurel 
               with two YOUNG ROMAN MEN feeding him grapes.

<b>                                     DR. EVIL
</b>                         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".

<b>               EXT. VENTURA BOULEVARD -
</b>
               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.

<b>                                     AUSTIN
</b>                         I have to commandeer this vehicle.
                              (noticing)
                         Hey, aren't you Hutch?

<b>                                     VOICE (O.S.)
</b>                         No.

               We see PAUL MICHAEL GLASER (STARSKY).

<b>                                     PAUL MICHAEL GLASER
</b>                         I'm Starsky.

<b>                                     DAVID SOUL
</b>                         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"

<b>                                                                    CUT TO:
</b>
<b>               EXT. DECK OF THE TITANIC -
</b>
               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.

<b>                                     CAPTAIN (O.S.)
</b>                         Iceberg, dead ahead!

               Suddenly the ship tilts at a radical angle. LEONARDO DICAPRIO, 
               KATE WINSLET, and JAMES CAMERON slide by.

<b>                                     JAMES CAMERON
</b>                         I'm king of the world!

               Dr. Evil and Austin slide backwards into the TIME PORTAL 
               they just came from.

<b>                                                                    CUT TO:
</b>
<b>               EXT. LONDON STREET - DAY -
</b>
               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.

<b>                                     AUSTIN
</b>                         I'm going to kill you, you bastard!

<b>                                     DR. EVIL
</b>                              (breathing heavily)
                         Before you do that, know this: Austin, 
                         I am... your... father.

<b>               MUSIC: DRAMATIC STING
</b>
<b>                                     AUSTIN
</b>                         Really?

<b>                                     DR. EVIL
</b>                         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.

<b>                                     AUSTIN
</b>                         How so?

<b>                                     DR. EVIL
</b>                         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.

<b>                                     AUSTIN
</b>                         I didn't think that Felicity was 
                         going to die, man.

<b>                                     DR. EVIL
</b>                         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.

<b>                                     DR. EVIL
</b>                         Well, Mr. Powers, which is it going 
                         to be? Me or the girl?

<b>                                     AUSTIN
</b>                         Felicity!

               Austin runs through.

<b>                                                                    CUT TO:
</b>
<b>               INT. DR. EVIL'S MOON BASE - 60'S
</b>
               We see the scene from a moment ago. Felicity is in the glass 
               tube and the BRIGHTLY COLORED GAS is starting to fill it.

<b>                                     DR. EVIL
</b>                         It looks like you have a choice: 
                         save the world, or save your 
                         girlfriend.

<b>                                     AUSTIN
</b>                         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.

<b>                                     AUSTIN
</b>                         Felicity, I love you.

<b>                                     FELICITY
</b>                              (breathless)
                         But I thought-

<b>                                     AUSTIN
</b>                         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.

<b>                                     FELICITY
</b>                              (gasping)
                         Can't. Breathe.

<b>                                     AUSTIN
</b>                         Sorry, baby, I got a little over- 
                         stimulated.

<b>                                     DR. EVIL
</b>                         Fire the laser!

<b>                                     AUSTIN
</b>                         What do we do?

<b>                                     FELICITY
</b>                         Use your mojo!

<b>                                     AUSTIN
</b>                         I don't have it!

<b>                                     FELICITY
</b>                         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.

<b>               EXT. SPACE
</b>
               The Big Boy Rocket spins to avoid the laser as it passes 
               harmlessly by.

<b>               INT. NASA CONTROL ROOM
</b>
               Jubilation.

<b>                                     BASIL EXPOSITION
</b>                         He did it, he saved the world!
                              (calming down)
                         Of course, I thought he might.

<b>               INT. DR, EVILIS MOON BASE - MAIN ROOM
</b>
<b>                                     FELICITY
</b>                         Austin, you did it!

               They embrace.

<b>                                     AUSTIN
</b>                         Uh-oh.
                              (beat)
                         I think I just got my mojo back. 
                         Really.

<b>                                     FELICITY
</b>                         Austin, you had it all along. No one 
                         can take your, mojo away from you!

<b>                                     DR. EVIL
</b>                         Good-bye, Mr. Powers, for the last 
                         time.

               Dr. Evil hits the SELF-DESTRUCT button and climbs aboard the 
               rocket, which blasts off.

<b>               EXT. SPACE (CHEAP BLUE SCREEN EFFECT)
</b>
               Dr. Evil's escape rocket in flight.

<b>               FULL SCREEN - RADAR
</b>
               Dr. Evil's rocket enters the screen. It has the silhouette 
               of a flying penis.

<b>               INT. RADAR ROOM
</b>
<b>                                     RADAR OPERATOR
</b>                         Sir, you better have a look at this 
                         radar.

<b>                                     COLONEL
</b>                         What is it?

<b>                                     RADAR OPERATOR
</b>                         don't know, sir. It's hard to 
                         describe.  It's... it's-

<b>                                                                    CUT TO:
</b>
<b>               INT. DOCTOR'S OFFICE
</b>
<b>                                     DOCTOR
</b>                         Just a little prick!

               The kid CRIES.

<b>                                     DOCTOR
</b>                         All done!
                              (out the window)
                         Good lord, what is that? If I didn't 
                         know better I'd say it's a-

<b>                                                                    CUT TO:
</b>
<b>               INT. CHINESE COMMUNIST CLASSROOM
</b>
<b>                                     CHINESE TEACHER
</b>                         Wang!

               One of the STUDENTS, dressed in a green Mao suit and clutching 
               a red book is caught looking out the window.

<b>                                     CHINESE TEACHER
</b>                         Pay attention!

<b>                                     CHINESE STUDENT
</b>                         I'm sorry, Comrade Teacher.
                              (pointing out window)
                         was distracted by that enormous flying-

<b>               EXT. BEACH
</b>
<b>                                     RACHEL HUNTER
</b>                         Rod?

<b>                                     ROD STEWART
</b>                         Yes, Rachel?

<b>                                     RACHEL HUNTER
</b>                              (pointing to sky)
                         What's that?

<b>                                     ROD STEWART
</b>                              (looking up)
                         It looks like a giant-

<b>                                                                    CUT TO:
</b>
<b>               INT. CLASSROOM
</b>
<b>                                     OLD LADY TEACHER
</b>                         Penis!
                              (pointing to her chart)
                         The male reproductive organ. Also 
                         known as tallywhackers, wankers, 
                         schlongs, or--

<b>                                                                    CUT TO:
</b>
<b>               INT. NASA CONTROL
</b>
<b>                                     BASIL EXPOSITION
</b>                         Peters!

<b>                                     CAPTAIN PETERS
</b>                         Yes, sir?

<b>                                     BASIL EXPOSITION
</b>                         Any word from Austin?

<b>                                     CAPTAIN PETERS
</b>                         We've picked up his signal, but the 
                         lunar base seems to self-destructing.

<b>                                     BASIL EXPOSITION
</b>                              (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!

<b>               INT. DR. EVIL'S MOON BASE
</b>
               Austin stumbles. Felicity looks at him.

<b>                                     FELICITY
</b>                         Austin, you have to get to the time 
                         portal!

<b>                                     AUSTIN
</b>                         Come with me, Felicity! It's the 
                         only way out!

<b>                                     FELICITY
</b>                         Austin, will I fit in the Nineties?

<b>                                     AUSTIN
</b>                         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".

<b>               FADE TO BLACK:
</b>
<b>               INT. AUSTIN'S PAD - 1999 - DAY
</b>
               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.

<b>               SFX: SCREEEECH!!
</b>
<b>                                     FELICITY
</b>                         Sorry!

<b>                                     AUSTIN
</b>                         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.

<b>                                     FELICITY
</b>                         I'm as healthy as a horse.

<b>                                     AUSTIN
</b>                         I love you, Felicity.

<b>                                     FELICITY
</b>                         And I love you.

<b>                                     AUSTIN
</b>                         Do you want to get married?

<b>                                     FELICITY
</b>                         Absolutely not.

<b>                                     AUSTIN
</b>                         Thank God.

               They kiss.

<b>               FADE TO BLACK.
</b>
<b>               THE END
</b>
</pre>
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	<td><h1>Austin Powers - The Spy Who Shagged Me</h1><br><br>
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Who is Dr. Evils agent who was killed by Mini Me before he could reveal the doctors whereabouts? 
Who is Dr. Evils agent who was killed by Mini Me before he could reveal the doctors whereabouts ?
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