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Austin Powers: International Man of Mystery - by Mike Myers


		       AUSTIN POWERS: INTERNATIONAL MAN OF MYSTERY

                                  	   BY

                        		 Mike Myers

               	FINAL DRAFT - 5/24/96 
		PINK REVISION - 5/17/96 
		BLUE REVISION - 7/12/96 
		YELLOW REVISION - 7/17/96

               EXT.  LAS VEGAS (STOCK FOTTAGE) - NIGHT

               GRAPHIC:  1967 - SOMEWHERE IN NEVADA

               It is set against the obvious skyline of Las Vegas.

               INT.  DR. EVIL'S PRIVATE QUARTERS - DAY

               The lair is 1960's high-tech.  We see a huge oversized 
               conference table with six scary-looking EVIL ASSOCIATES, 
               including a Latin American REVOLUTIONARY in a field jacket 
               and turtleneck, TWIN NORDIC DOCTORS, and a METER MAID.

               ANGLE ON:  A RING WITH DR. EVIL'S INSIGNIA ON IT.  THE RINGED 
               HAND IS STROKING A WHITE FLUFFY

               CAT.

                                     DR. EVIL
                              (face always unseen)
                         Gentlemen, are we all here?  Good.  
                         As you know, my plot to high-jack 
                         nuclear weapons and hold the world 
                         hostage has failed.  Again.  This 
                         organization will not tolerate 
                         failure.

               He presses a button.  The Revolutionary, the twin Nordic 
               doctors, and the meter maid's chairs tip

               back and fall into a pit.  Their chairs return empty and 
               smoking.

                                     DR. EVIL
                         Mustafa...

               ANGLE ON:  MUSTAFA, an Arab with a red Fez.

                                     DR. EVIL
                         Frau Farbissina...

               ANGLE ON FRAU FARBISSINA in a severe Salvation Army uniform.

                                     DR. EVIL
                         I spared your lives because I need 
                         you to help me rid the world of the 
                         only man who can stop me now.  We 
                         must go to London.  I've set a trap 
                         for Austin Powers!

               EXT.  CARNABY STREET - DAY

               MUSIC:  Soul Bossanova by QUINCY JONES.

               We start on a pair of BEATLE BOOTS and peg-top crushed velvet 
               pants walking down the street in rhythm,  la Saturday Night 
               Fever.

               We pan up to reveal AUSTIN POWERS, International Man of 
               Mystery.  He's a swinger, with

               medium-length Mod hair and sideburns and he wears National 
               Health Services glasses.

               Austin walks along Carnaby Street taking photographs.  It is 
               that perpetual bright sunny day you see in Sixties movies.

               Austin, bursting with life, gives a two-handed handshake to 
               a MOD FREAK, who's just gotten off a red double-decker bus.

               Austin salutes a strolling BOBBY, then comes across TWO 
               BEAUTIFUL MOD GIRLS who are excited to see him.  They all 
               start to twist to the music, including the Bobby.

               FREEZE FRAME - TECHNICOLOR BLUE TINT - TITLE CARD

               (PRODUCTION NOTE:  ALL TITLE CARDS WILL BE DONE IN TECHNICOLOR 
               FREEZE FRAMES  LA SWEET CHARITY.)

               In the middle of the street, THREE MODELS wait impatiently 
               to be photographed in a makeshift photo shoot area.

               One wears a short-skirted Stewardess outfit.  One wears a 
               metallic silver pantsuit with matching cowl.  The other wears 
               a see-through Mary Quant dress.

                                     AUSTIN
                              (taking photos)
                         Alright, luv!  Love it!  Turn...pout 
                         for me baby.  Smashing!

               We see that AUSTIN HAS VERY BAD ENGLISH TEETH.  The model in 
               the stewardess outfit foes on all fours.

                                     AUSTIN
                         Crazy baby.  Give me some shoulder.  
                         Yes!  Yes!  Yes!
                              (beat)
                         No.  No.

               Show me love.  Yes!  And...done.  Here you go, luv.  I'm 
               spent.

               Austin throws the camera in the air behind him.  An ASSISTANT 
               scrambles and catches it before it hits the ground.

                                     AUSTIN
                         Get these off to Fab Magazine right 
                         away.

                                     SUPERMODEL 1
                         Austin, you've really outdone yourself 
                         this time.

                                     AUSTIN
                         Thanks, baby.

                                     SUPERMODEL 2
                              (suggestively)
                         We could have another photo session 
                         back at my flat.

                                     AUSTIN
                              (coyly)
                         Oh, behave!

                                     SUPERMODEL 3
                         Austin, I love you!

                                     AUSTIN
                         So many women, so little time.

               A gaggle of MOD GIRLS come towards the shoot site.  They 
               recognize Austin and SCREAM hysterically.

                                     MOD GIRL 1
                         It's Austin Powers!

               Austin runs away.  The mob chases after him a la Hard Day's 
               Night.

               EXT.  CARNABY STREET

               Two BAD GUYS attack Austin.  He JUDO CHOPS them.

                                     AUSTIN
                         Judo chop!  Judo chop!

               The mob of girls catches up to Austin and he runs away.

               EXT.  PHONE BOOTH

               Austin's in a phone booth with his back turned.  The mob 
               runs by.  He steps out, disguised only by a beard.

               EXT.  GUARD STATION - LONDON - DAY

               Austin is jiving down the street and comes across a stoned-
               face red-coated BUCKINGHAM PALAM GUARD standing at attention 
               just outside his guard box.

               Austin mugs for the guard, trying to get him to crack up, 
               but to no avail.  Finally, he pulls a big sixties FLOWER 
               from behind the guard's head and presents it to him.  They 
               both crack up.

               EXT.  PHOTO BOOTH

               The girls run by a Sixties-era photo booth with somebody 
               inside.  Austin steps out.

               ANGLE ON THE FILM STRIP

               Panels 1-3 show Austin with various exotic MODELS.  The fourth 
               panel shows Austin with the QUEEN.

               EXT.  CARNABY STREET

               Austin spots a VERY PREGNANT HIPPY GIRL with a placard that 
               says "PROTEST!" in a funky font.

                                     AUSTIN
                         You might want to protest a bit louder 
                         next time, luv.

               The both laugh.

               2L  FULL SCREEN INSERT - AUSTIN'S PASSPORT

               The passport opens.  We see Austin's dour photo.  Then he 
               gives an insane grin, showing his bad teeth.  The page flips 
               and we see visa stamps from all the exotic places he's been.

               EXT.  CARNABY STREET - DAY

               Austin flips a coin into a BLIND MAN's cup.  The blind man, 
               obviously sighted, moves the cup to catch the coin.  Austin 
               wags his finger in a "oh, you" fashion, and then proceeds to 
               knee him the balls.

               EXT.  CARNABY STREET - DAY

               Austin is being chased around the corner by a GAGGLE OF 
               SCHOOLGIRLS.

               After a moment, Austin returns from around the corner with a 
               baton, followed by a MARCHING BAND.

               The schoolgirls pick up his trail again and he begins to 
               run.

               A 1967 Jaguar XKE convertible, which is decorated with a 
               large Union Jack, pulls beside Austin.

               He jumps over the door into the moving convertible, racing 
               off just ahead of the crowd.

               EXT./INT.  JAGUAR - STREETS OF LONDON - DAY

               The driver of the Jag is Austin's associate, MRS. KENSINGTON, 
               a beautiful woman in her thirties.

               They drive against obvious REAR PROJECTION of 1960's London.

                                     AUSTIN
                         Hello, Mrs. Kensington.

                                     MRS. KENSINGTON
                         Hello, Austin Just then, a FLASHING 
                         RED LIGHT goes off and we hear a 
                         distinctive PHONE RING.

                                     MRS. KENSINGTON
                         That'll be Basil Exposition, Chief 
                         of British Intelligence.

               The glove compartment revolves to reveal a picture phone.  
               ANGLE ON:  PICTURE PHONE SCREEN.  We see BASIL EXPOSITION a 
               distinguished older man.  A desk plate reads:  "Basil 
               Exposition, Chief of British Intelligence."

                                     BASIL EXPOSITION
                              (on picture phone)
                         Hello, Austin.  This is Basil 
                         Exposition, Chief of British 
                         Intelligence.

               You're Austin Powers, International Man of Mystery, and you're 
               with Agent

               Mrs. Kensington.  The year is 1967, and you're talking on a 
               picture phone.

                                     AUSTIN
                         We know all that, Exposition.

                                     BASIL EXPOSITION
                         I just wanted to be extremely clear 
                         so that everyone knows what's going 
                         on at any given time.  We've just 
                         received word that Dr. Evil, the 
                         ultimate square, is planning to take 
                         over the world.

                                     AUSTIN
                         Dr. Evil?  I thought I put him in 
                         jail for good.

                                     BASIL EXPOSITION
                         I'm afraid not.  Earlier this week, 
                         Dr. Evil escaped from Zedel Edel 
                         Prison in Baaden Baaden and now he's 
                         planning a trap for you tonight at 
                         the Electric Psychedelic Pussycat 
                         Swinger's Club in Picadilly Circus 
                         here in swinging London.

               A panel revolves to reveal a map of London with lights showing 
               Austin's position and the location of the club.

                                     AUSTIN
                         Just where you'd never think to look 
                         for him.  We'll be there.

                                     BASIL EXPOSITION
                         Good luck, Austin.

                                     AUSTIN
                         Thank you.

                                     BASIL EXPOSITION
                         Oh, and Austin&emdash;

                                     AUSTIN
                         Yes?

                                     BASIL EXPOSITION
                              (pause)
                         Be careful.

                                     AUSTIN
                         Thank you.
                              (to Mrs. Kensington)
                         Let's go, baby!

               EXT.  STOCK FOTTAGE - PICADILLY CIRCUS - NIGHT

               On top of one building is a three-story high BOB'S BIG BOY 
               figure.

               EXT.  ELECTRIC PSYCHEDELIC PUSSYCAT SWINGER'S CLUB - NIGHT

               The Jaguar pulls up in front of the swinging nightclub.  
               Mrs. Kensington steps out of the car, dressed in a tight 
               leather fightsuit.  She looks fabulous.

               INT.  ELECTRIC PSYCHEDELIC PUSSYCAT SWINGER'S CLUB

               It's a swinging club.  FREAKS abound.  In one corner, there 
               is a PRESS CONFERENCE in progress.

                                     MICK JAGGER
                         Hey Austin Powers, it's me, Mick 
                         Jagger.

                                     AUSTIN
                         Hey, Mick!

                                     MICK JAGGER
                         Are you more satisfied now sexually, 
                         Austin?

                                     AUSTIN
                         Well, you can't always get what you 
                         want.

                                     MICK JAGGER
                              (thinking)
                         "You can't always get what you want!"  
                         That's a great title for a song!  
                         I'm

               gonna write that, and it'll be a big hit.

                                     AUSTIN
                         Good on ya, man.

                                     MICK JAGGER
                         Groovy!

               FULL SCREEN INSERT

               A vinyl 45 of "You Can't Always Get What You Want."

               9  FULL SCREEN INSERT - BILLBOARD CHART

               "You Can't Always Get What You Want" at Number One.

               INT.  ELECTRIC PSYCHEDELIC PUSSYCAT SWINGER'S CLUB

               In one corner ANDY WARHOL sits in front of his multi-colored 
               Elvis (or equivalent).  He body paints a butterfly on the 
               thigh of a MOD GIRL wearing a metallic miniskirt outfit.

                                     ANDY WARHOL
                         Austin Powers?  Hi, I'm Andy Warhol.

                                     AUSTIN
                         Hey, how are you?

                                     ANDY WARHOL
                         Hungry.

                                     AUSTIN
                         Here, have this can of Campbell's 
                         Tomato Soup.

               Austin hands Andy a can of soup.

                                     ANDY WARHOL
                         I'm going to paint this can of soup 
                         and become famous and not give you 
                         any credit for it.

                                     AUSTIN
                         If you can become famous, everyone 
                         will have their fifteen minutes of 
                         fame, man.

                                     ANDY WARHOL
                         "Fifteen minutes of fame?"  I'm going 
                         to use that quote and not give you 
                         any credit for that, either.

                                     AUSTIN
                         Smashing!

               FULL SCREEN INSERT

               Andy Warhol's famous Soup Can painting.

               INT.  ELECTRIC PSYCHEDELIC PUSSYCAT SWINGER'S CLUB

               HER MAJESTY, THE QUEEN is giving Austin a Victoria's Cross 
               like the Lyndon Johnson scene in Forrest Gump.  Behind them, 
               are two COLDSTREAM GUARDS and the DUKE OF EDINBURGH.

                                     QUEEN
                         Austin Powers, Britain owes you a 
                         debt of gratitude.

               Austin gives a cheeky look to Mrs. Kensington.

                                     QUEEN
                         I understand you were wounded.  Where 
                         were you hit?

                                     AUSTIN
                         In the but-tocks.

                                     QUEEN
                         That must be a sight.  I'd kind of 
                         like to see that.

               Austin turns around, drops his pants, and shows his wounded 
               bum (matching Gump's) to the queen.

               The queen walks away.

                                     QUEEN
                              (laughing)
                         Nice buttocks.

               In the line-up we also see FOREST GUMP.  He has to pee very 
               badly.

                                     MRS. KENSINGTON
                         We've got to find Dr. Evil!

                                     AUSTIN
                         Wait, I've got an idea.

               He PUNCHES a PRETTY MOD GIRL in the face, knocking her out 
               cold.

                                     EVERYONE
                         Ohhh!

                                     MRS. KENSINGTON
                         Austin, why in God's name did you 
                         strike that woman?

                                     AUSTIN
                         That ain't no woman!  It's a man, 
                         man.  It's one of Dr. Evil's 
                         assassins.

               Austin pulls off the mod girl's wig.  She is a MALE ASSASSIN.  
               The assassin comes to and leaps to his feet.

               Mrs. Kensington knocks his feet from under him.  The assassin 
               hits the ground and pulls out a dagger.  Mrs. Kensington 
               kicks the knife out of his hand and Austin gets him in a 
               head-lock from behind.

                                     AUSTIN
                         Where's Doctor Evil?

               ANGLE ON:  A FINGER WITH DR. EVIL'S INSIGNIA ON IT.  THE 
               FINGER PULLS THE TRIGGER OF A SPEAR

               gun.  The assassin falls forward.  A spear protrudes from 
               his back.  Austin sees Dr. Evil as he runs through a door.  
               They give chase.

               INT.  CLUB - BACK ROOM

               They enter.  Dr. Evil climbs into an egg chair.

                                     AUSTIN
                         I've got you again, Dr. Evil!

               The chair fills with a WHITE MIST.

                                     DR. EVIL
                              (unseen, through mist)
                         Not this time.  Come, Mr. 
                         Bigglesworth!
                              (calling out)
                         See you in the future, Mr. Powers!

               Before the doors close, the white CAT jumps in the egg chair.  
               A sign on the egg reads "CRYOGENIC

               FREEZING BEGINNING."

                                     MRS. KENSINGTON
                         My God!  He's freezing himself.

               Austin begins FIRING at the egg chair.  The ceiling opens up 
               and the egg rises through the opening.  Everything begins to 
               RUMBLE.  Rocket exhaust pours out of the ceiling.

               EXT.  ROOF - NIGHT

               The Bob's Big Boy rocket begins to LIFT OFF.

               EXT.  CLUB - SIDEWALK - NIGHT

               PEOPLE outside the club react to the rocket.

               EXT.  EARTH FROM SPACE

               The Bob's Big Boy rocket leaves the atmosphere.  Mr. 
               Bigglesworth is pressed to the window like one of those 
               stuffed Garfields.

                                     DR. EVIL (V.O.)
                              (shivering)
                         I'll be back, Mr. Powers, when free 
                         love is dead, and greed and avarice 
                         once again rule the world.

               EXT.  NORAD - COLORADO SPRINGS, COLORADO

               GRAPHIC:  1997 - NORAD - COLORADO SPRINGS THIS SCENE IS SHOT 
               IN THE MULTIPLE SPLIT SCREEN STYLE, LIKE THE THOMAS CROWN 
               AFFAIR:

               16  FULL SCREEN - INT.  NORAD TRACKING ROOM

               A BLIP appears on the radar screen.

                                     RADAR OPERATOR
                              (on phone)
                         Commander Gilmour?

               17  SPLIT SCREEN 2 - INT.  COMMANDER GILMOUR'S OFFICE

               COMMANDER GILMOUR, a distinguished man in his fifties.

                                     RADAR OPERATOR
                              (on phone)
                         Commander, this is Slater in SoWest 
                         Com Three.  We have a potential bogey 
                         with erratic vectoring and an 
                         unorthodox entry angle.

                                     COMMANDER GILMOUR
                              (on phone)
                         Is it one of ours?

                                     RADAR OPERATOR
                         No.  Log Com Bird Twelve says its 
                         metalurg recon analysis is a standard 
                         alloy, not stealthy, not carbon-
                         composite.
                              (pause)
                         It does have an odd shape, sir.

                                     COMMANDER GILMOUR
                         What are you saying, son?

                                     RADAR OPERATOR
                         It appears to be in the shape of 
                         Bob's Big Boy, sir.

               18  SCREEN 3 - THE BOB'S BIG BOY ROCKET

               The rocket is dirty and battered from thirty years in space.

                                     COMMANDER GILMOUR
                         Oh my God, he's back.

               DRAMATIC STING

                                     RADAR OPERATOR
                         In many ways, Bob's Big Boy never 
                         left, sir.  He's always offered the 
                         same high quality meals at competitive 
                         prices.

                                     COMMANDER GILMOUR
                         Shut up.

                                     RADAR OPERATOR
                         Should we scramble TacHQ for an 
                         intercept?

                                     COMMANDER GILMOUR
                         What's its current position?

               19  SCREEN 4 - A RADAR MAP OF NEVADA

               On the radar screen it says "NEVADA."

                                     RADAR SCREEN
                         It was over Nevada, but...oh my God!  
                         It's gone!

                                     COMMANDER GILMOUR
                         Listen son, I want you to forget 
                         what you saw here tonight.

                                     RADAR OPERATOR
                         Commander, I have to log it&emdash;

                                     COMMANDER GILMOUR
                         That's a direct order.  You didn't 
                         see a thing!

               He hangs up and picks up another phone.

                                     COMMANDER GILMOUR
                              (into phone)
                         Philips.

               20  SCREEN 5 - SERGEANT PHILIPS AT HIS DESK

               SERGEANT PHILIPS picks up the phone.

                                     COMMANDER GILMOUR
                         Call the President

               SCREEN 6 - THE WHITE HOUSE

                                     COMMANDER GILMOUR
                         Prepare the jet...

               22  SCREEN 7 - AN AIR FORCE JET ON A RUNWAY

                                     COMMANDER GILMOUR
                         Get my overnight bag.

               23  SCREEN 8 - AN OVERNIGHT BAG

                                     COMMANDER GILMOUR
                         Philips, do me a favor and feed my 
                         fish.

               SCREEN 9 - FISH IN A TANK

               A hand enters and sprinkles fish food.

                                     COMMANDER GILMOUR
                         Not too much!

               The hand re-enters and scoops up some of the fish food.

                                     COMMANDER GILMOUR
                         I'm going to London, England.

               EXT.  MINISTRY OF DEFENSE - LONDON, ENGLAND

               GRAPHIC:  LONDON, ENGLAND - MINISTRY OF DEFENSE

               MUSIC:  "RULE BRITANNIA"

               INT.  M.O.D. - HALLWAY (OUTSIDE CRYOGENIC STORAGE FACILITY)

               Basil Exposition (now aged 30 years), Command Gilmour, and 
               NICOLAI BORSCHEVSKY, a Russian General, put on extreme-weather 
               gear over their uniforms.

                                     BASIL EXPOSITION
                         As you know, gentlemen, Dr. Evil had 
                         himself frozen in 1967.  Soon after, 
                         Austin Powers volunteered to have 
                         himself frozen, in the event Dr. 
                         Evil should ever return.  We believe 
                         Dr. Evil has begun yet another plot 
                         to take over the world.  And that, 
                         gentlemen, is why we're here.

                                     COMMAND GILMOUR
                         Outstanding re-cap, Exposition.

               Command Gilmour opens a vault door.  COLD MIST escapes.

               INT.  M.O.D. - CRYOGENIC STORAGE FACILITY

               They pass a row of cryogenic holding berths, each containing 
               a naked PERSON in suspended animation, a la Demolition Man.  
               They pass GARY COLEMAN, EVEL KNIEVAL (with cape), and VANILLA 
               ICE, all in suspended animation.  They pass a now-empty berth 
               with a plate that reads "JOHN

               TRAVOLTA."

                                     BORSCHEVSKY
                         Who is this Austin Powers?  Is he a 
                         British operative?

                                     BASIL EXPOSITION
                         No, he worked freelance, an 
                         internationally renowned swinging 
                         photographer by day and the ultimate 
                         gentlemen spy by night.

               Finally, they come across Austin Powers: He is naked.  His 
               hands cover up his private parts.  The look on his face 
               suggests 'Oh my God, my bits and pieces are cold'.  His 
               glasses are frosted over.  He is very hairy.

                                     FEMALE ANNOUNCER
                              (on PA)
                         Attention, Stage One, laser cutting 
                         beginning.

               Lasers begin to cut Austin out of the ice in one huge cube.

                                     FEMALE ANNOUNCER
                              (on PA)
                         Laser cutting complete.  Stage Two, 
                         warm liquid goo phase beginning.

               A ROBOTIC ARM lifts the cube out of the berth and places it 
               into a high-tech melting vat of warm liquid GOO.

                                     FEMALE ANNOUNCER
                              (on PA)
                         Warm liquid goo phases complete.  
                         Stage Three, reanimation beginning.

               Austin comes to life out of the goo on a draining platform.

                                     FEMALE ANNOUNCER
                              (on PA)
                         Reanimation complete.  Stage Four, 
                         cleansing beginning.

               INT.  EXAMINATION AREA

               Technicians lead a half-asleep Austin to a screened area, 
               where only his feet and head are visible.  He's washed off 
               with a series of hot-water jets.

                                     FEMALE ANNOUNCER
                              (on PA)
                         Cleansing complete.  Stage Five, 
                         evacuation beginning.

               He's given futuristic inoculations and then led to a screened-
               in toilet area.  We can hear the sound of PEE ENTERING THE 
               BOWL.

               He PEES for a while, then a little longer.

               And then EVEN LONGER STILL.

               The stream seems to be subsiding...then begins STRONGER than 
               ever.

               He is still PEEING.

               Finally, it STOPS.

                                     FEMALE ANNOUNCER (PA)
                         Evacuation com...

               He begins PEEING again.

               A little LONGER.

               Then in short staccato BURSTS.

               The it STOPS.  Pause.

               Two DRIPS.

                                     FEMALE ANNOUNCER
                         Evacuation...
                              (waiting)
                         Complete!  The cryogenic state of 
                         Austin Powers is now completed.

               Austin lies in a bed tilted up in an extreme angle  la Dr. 
               Frankenstein's lab.  NURSE TECHNICIANS administer injections 
               and monitor electrodes, IV's, and other biological sensors.

                                     AUSTIN
                              (weakly)
                         Where am I?

                                     BASIL EXPOSITION
                         You're in the Ministry of Defense.  
                         It's 1997.  You've been cryogenically 
                         frozen for thirty years.

                                     AUSTIN
                              (shouting)
                         WHO ARE THESE PEOPLE?

                                     BASIL EXPOSITION
                         The shouting is a temporary side-
                         effect of the unfreezing process.

                                     AUSTIN
                         Yes, I'm having trouble 
                         controlling&emdash;
                              (shouting)
                         THE VOLUME OF MY VOICE!

                                     BASIL EXPOSITION
                         You might also experience a slight 
                         fever, dry mouth, and flatulence at 
                         moments of extreme relaxation.  
                         Austin, this is Commander Gilmour, 
                         Strategic Command, and General 
                         Borschevsky, Russian Intelligence.

                                     AUSTIN
                         Russian Intelligence?  Are you mad?

                                     BASIL EXPOSITION
                         A lot's happened since you were 
                         frozen, Austin.  The cold war's over.

                                     AUSTIN
                         Thank God.  Those capitalist dogs 
                         will finally pay for their crimes 
                         against the people,

               hey Comrades?

                                     BASIL EXPOSITION
                         We won, Austin.

                                     AUSTIN
                         Groovy.  Smashing!  Good on ya!
                              (to Gilmour)
                         Nice tie.  Yea capitalism!

                                     COMMANDER GILMOUR
                         Mr. Powers, the President's very 
                         concerned.  We've got a madman on 
                         the loose in Nevada.

                                     BASIL EXPOSITION
                         It's Dr. Evil.

                                     AUSTIN
                         When do I begin?

                                     BASIL EXPOSITION
                         Immediately.  You'll be working with 
                         Ms. Kensington.

                                     AUSTIN
                         You mean Mrs. Kensington?

                                     BASIL EXPOSITION
                         No, Austin, Mrs. Kensington has long-
                         since retired.  Ms. Kensington is 
                         her daughter.

               VANESSA KENSINGTON, Mrs. Kensington's daughter, beautiful, 
               mid-Twenties, English, enters.  She is wearing a very 
               conservative, business pantsuit.  Her hair is up and she 
               wears glasses.  Austin's breath is taken away.

               She sets down a huge stack of files.

                                     BASIL EXPOSITION
                         Vanessa's one of our top agents.

                                     AUSTIN
                              (out loud, to himself)
                         My God, Vanessa's got a smashing 
                         body.  I bet she shags like a minx.  
                         How do I tell them that because of 
                         the unfreezing process, I have no 
                         inner monologue?
                              (pause)
                         I hope I didn't say that out loud 
                         just now.

               There is an uncomfortable SILENCE.

                                     VANESSA
                         Mr. Powers, my job is to acclimate 
                         you to the Nineties.  You know, a 
                         lot's changed since 1967.

                                     AUSTIN
                         Well, as long as people are still 
                         having promiscuous sex with many 
                         anonymous partners without protection, 
                         while at the same time experimenting 
                         with mind-expanding

               drugs in a consequence-free environment, I'll be sound as a 
               pound.

                                     VANESSA
                         My mother's told me all about you.

                                     AUSTIN
                         If it's a lie, goddamn her.  It it's 
                         the truth, goddamn me.
                              (pause)
                         God, I hope that's witty.  How's 
                         your mum?

                                     VANESSA
                         My mother's doing quite well, thank 
                         you very much.

                                     BASIL EXPOSITION
                         Yes, well...Agent Kensington will 
                         get you set up.  She's very dedicated.  
                         Perhaps, a little too dedicated.
                              (aside to Austin)
                         She's got a bit of a bug up her ass.  
                         Good luck, Austin, the world's 
                         depending on you.

                                     AUSTIN
                         Thank you, Exposition.

                                     BASIL EXPOSITION
                         Oh, and Austin&emdash;

                                     AUSTIN
                         Yes?

                                     BASIL EXPOSITION
                         Be careful.

                                     AUSTIN
                         Thanks.

               Basil exits.

               INT.  M.O.D. - QUARTERMASTER'S WINDOW

               Austin and Vanessa wait at the window.

                                     VANESSA
                         Let's gather your personal effects, 
                         shall we?

               A CLERK brings out a locker-basket and reads off a list.

                                     CLERK
                              (reading)
                         Danger Powers, personal effects.

                                     AUSTIN
                         Actually, my name's Austin Powers.

                                     CLERK
                         It says here, name Danger Powers.

                                     AUSTIN
                         Danger's my middle name.

                                     CLERK
                         OK, Austin Danger Powers: One blue 
                         crushed-velvet suit.  One frilly 
                         lace cravat.  One gold medallion 
                         with peace symbol.  One pair of 
                         Italian shoes.  One pair of tie-dyed 
                         socks, purple.  One vinyl recording 
                         album: Tom Jones, Live at Las Vegas.  
                         One Swedish-made penis enlarger pump.

                                     AUSTIN
                              (embarrassed)
                         That's not mine.

                                     CLERK
                              (reading)
                         One credit card receipt for Swedish-
                         made penis enlarger pump, signed 
                         Austin Powers.

                                     AUSTIN
                         I'm telling you, baby, that's not 
                         mine.

                                     CLERK
                              (reading)
                         One warranty card for Swedish-made 
                         penis enlarger pump, filled out by 
                         Austin Powers.

                                     AUSTIN
                         I don't even know what this is.  
                         This sort of thing ain't my bag, 
                         baby.

                                     CLERK
                              (reading)
                         One book: Swedish-Made Penis Enlarger 
                         Pumps and Me: This Sort of Thing Is 
                         My Bag, Baby, by Austin Powers.

               The clerk shows the book to Austin, who is humiliated.

                                     AUSTIN
                         OK, OK man, don't get heavy, I'll 
                         sign.  Just to get things moving, 
                         baby.

                                     VANESSA
                         Listen, Mr. Powers, I look forward 
                         to working with you, but do me a 
                         favor and stop calling me baby.  You 
                         can address me as Agent Kensington.  
                         We have to leave immediately.  We've 
                         preserved your private jet just as 
                         you left it.  It's waiting at Heathrow 
                         Airport.

                                     AUSTIN
                              (excited)
                         My jumbo jet?  Smashing baby.

               EXT.  PLANE TAKING OFF - DAY

               We see a plane taking off in silhouette.

               EXT.  PLANE IN FLIGHT - DAY

               A multi-colored psychedelic jumbo jet with Austin's logo on 
               the tailpiece.

               INT.  PRIVATE PSYCHEDELIC JET

               The inside looks like Hugh Heffner's jet&emdash; rust shag 
               carpet, brown walls, and beads.  Austin and Vanessa sit on 
               beanbag chairs.  Vanessa works on her lap top.

                                     AUSTIN
                         Pretty groovy Jumbo Jet, eh?  How 
                         does a hot chick like you end up 
                         working at the Ministry of Defense?

                                     VANESSA
                         I went to Oxford and excelled in 
                         several subjects, but I ended up 
                         specializing in foreign languages.  
                         I wanted to travel -- see the world.  
                         In my last year I was accepted into 
                         the M.O.D. in the Cultural Studies 
                         sector.  I thought I was off on an 
                         exciting career, but my job was to 
                         read everything printed in every 
                         country.  It's very boring.  My whole 
                         day is spent reading wedding 
                         announcements in Farsi.  If I do 
                         well with this case, I finally get 
                         promoted to field operative...

                                     AUSTIN
                         That's fascinating, Vanessa.  Listen, 
                         why don't we go into the back and 
                         shag?

                                     VANESSA
                         I beg your pardon?

                                     AUSTIN
                         I've been frozen for thirty years, 
                         man, I want to see if my bits and 
                         pieces are still working.

                                     VANESSA
                         Excuse me?

                                     AUSTIN
                         My wedding tackle.

                                     VANESSA
                         I'm sorry?

                                     AUSTIN
                         My meat and two veg.

                                     VANESSA
                         Mr. Powers, please.  I know that you 
                         must be a little confused, but we 
                         have a very serious situation at 
                         hand.  I would appreciate it if you'd 
                         concentrate on our mission and give 
                         your libido a rest.

                                     AUSTIN
                         Have you ever made love to a Chigro?

                                     VANESSA
                         A Chigro?

                                     AUSTIN
                         You know, a Chigro&emdash; part 
                         Chinese, part Negro&emdash; Chigro.

                                     VANESSA
                              (offended)
                         We don't use the term 'Negro' anymore.  
                         It's considered offensive.

                                     AUSTIN
                         That's right.  You're supposed to 
                         say 'colored' now, right?
                              (spotting the flight 
                              attendants)
                         Here's the stewardesses!  Bring on 
                         the sexy stews!

               The STEWARDESSES enter.  They're not dressed very sexily.  
               One of them is a man and another wears braces.

                                     FLIGHT ATTENDANT
                         Excuse me, did you say 'stewardess'?  
                         We're called 'flight attendants' 
                         now, thank you very much.

                                     AUSTIN
                         Oh, I get it, it's like 'I'm not a 
                         whore, I'm a sex worker', baby.

                                     FLIGHT ATTENDANT
                         My name is Mrs. Wilkenson.  There 
                         are a few things we need to discuss.  
                         First of all, we're not wearing these.

               She holds up some skimpy, lingerie-type flight outfits.

               FLIGHT ATTENDANT

               ALSO, I HAVE SOME QUESTIONS ABOUT THE ITINERARY.  IT SAYS 
               HERE, '4:30 - DINNER, 5:30 -

               Everyone Gets Naked and Covered with Baby Oil, 6:00 - Orgy'?

                                     AUSTIN
                         Seems pretty straightforward, don't 
                         you think...listen darling, I think 
                         you're a fabulous bird.  Can I get 
                         your telephone number?

                                     FLGHT ATTENDANT
                              (mock sexy)
                         Sure, it's easy to remember.
                              (writing on his hand)
                         It's 777-FILM.  We have to prepare 
                         the craft for take-off now.

                                     AUSTIN
                         Smashing!  When we land I'll give 
                         you a tinkle on the telling bone.

               The flight attendant gives him a chilly stare and then exits.

                                     AUSTIN
                         Brrrr!  She must be frigid.  There's 
                         two things I know about life: one, 
                         Americans will never take to soccer.  
                         Two, Swedish girls and stewardesses 
                         love to shag!

               They're shag-mad, man!  Let me ask you a question, Vanessa, 
               and be honest.

                                     VANESSA
                         Sure.

                                     AUSTIN
                         Do I make you horny?

                                     VANESSA
                         What?

                                     AUSTIN
                         Do I make you horny?  Randy, you 
                         know.  To you, am I eros manifest?

                                     VANESSA
                         I hope this is part of the unfreezing 
                         process.

                                     AUSTIN
                         Listen, Vanessa, I'm a swinger&emdash; 
                         that's what I do, I swing.

                                     VANESSA
                         I understand that, Mr. Powers, but 
                         let me be perfectly clear with you, 
                         perhaps to the point of being 
                         insulting.  I will never have sex 
                         with you, ever.  If you were the 
                         last man on Earth and I was the last 
                         woman on Earth, and the future of 
                         the human race depended on our having 
                         sex simply for procreation, I still 
                         would not have sex with you.

               Austin is oblivious.

                                     AUSTIN
                         What's you point, Vanessa?

               EXT.  PLANE IN FLIGHT - NIGHT

               Austin's plane.  Time has passed.

               IINT. PRIVATE JET - NIGHT

               Vanessa's lap-top BEEPS.

                                     COMPUTER VOICE
                         You've got mail!

               ANGLE ON:  the computer screen.  It's Basil Exposition.

                                     BASIL EXPOSITION
                         Hello Austin.  Hello Vanessa.  This 
                         is Basil Exposition, from British 
                         Intelligence.

               There's a company in Las Vegas called Virtucon that we think 
               may be linked to Dr. Evil.  Many of the Virtucon executives 
               gamble at the hotel/casino where you'll be staying.  That's 
               the first place you should look.  Well, I'm off to the chat 
               rooms.

                                     AUSTIN
                         Thank you, Exposition.

                                     BASIL EXPOSITION
                         Oh, and Austin&emdash;

                                     AUSTIN
                         Yes?

                                     BASIL EXPOSITION
                         Be careful.

               Vanessa closes her lap-top.

                                     PILOT
                              (over loudspeaker)
                         Ladies and gentlemen, we're beginning 
                         our final descent into Las Vegas 
                         International Airport.  Flight 
                         attendants will be coming by to 
                         collect your drinks, and I'll ask 
                         you at this time to please return to 
                         the main cabin and put your

               bean-bags in the upright position.

               Austin and Vanessa fasten the seatbelts on their bean bags.

               EXT.  AIRPLANE LANDING - NIGHT

               We see a plane's lights landing at night.

               ZOOM CUT TO:

               INT.  PSYCHEDELIC SCENE BREAK

               MUSIC:  Psychedelic Wa-wa Pedal Funky Drummer Beat TITLE 
               GRAPHIC:  The Trip Using a sequence of snap-zooms, colored 
               projections, and flashing lights, we see Austin dance crazily 
                la BOB FOSSE with a GO-GO GIRL in a bikini with the Austin 
               Powers logo body-painted on her midriff.

               The sequence lasts five seconds and is very groovy.

               EXT.  LAS VEGAS MONTAGE - NIGHT

               Sights and sounds of Las Vegas icons at night:  "Welcome to 
               Las Vegas" sign.  Luxor.  The giant cowboy whose arm waves.  
               Caesar's Palace.  The montage ends on the modern skyline of 
               Las Vegas.

               GRAPHIC:  1997, SOMEWHERE IN NEVADA

               INT.  DR. EVIL'S PRIVATE QUARTERS

                                     DR. EVIL
                              (face again unseen)
                         Ladies and Gentlemen, it's been a 
                         long time, but I'm back.  It's all 
                         gone perfectly to plan except for 
                         one small flaw.  Because of a 
                         technical error, my right arm was 
                         not frozen.  I was therefore by 
                         definition only partially frozen.

               ANGLE ON EVIL ASSOCIATE MUSTAFA.  He is terrified and sweaty, 
               eyes darting left and right.

                                     MUSTAFA
                         But my design was perfect!  Your 
                         autonomic functions were shut down, 
                         and even though your arm wasn't 
                         frozen, the aging was retarded, 
                         therefore your right arm is only 
                         slightly older than the left.

                                     DR. EVIL
                         Can't you see I'm only half a man?  
                         Look at me, I'm a freak!

               He holds up his older right arm, which looks normal.

                                     MUSTAFA
                         But Dr. Evil, all you need to do 
                         is&emdash;
                              (holding up tennis 
                              ball)
                         --work with this tennis ball.  Squeeze 
                         it for twenty minutes a day.  A few 
                         months of that and it'll be just as 
                         strong as the other arm...

                                     DR. EVIL
                         And look what you've done to Mr. 
                         Bigglesworth!

               ANGLE ON MR. BIGGLESWORTH

               who is now totally hairless, with a fringe of white hair 
               around it's ears, like Dr. Evil himself.

                                     MUSTAFA
                         We could not anticipate feline 
                         complications due to the reanimation 
                         process&emdash;

                                     DR. EVIL
                              (face unseen)
                         Silence!

               ANGLE ON A HAND WITH DR. EVIL'S RING ON IT

               Dr. Evil presses a button.  Mustafa's chair tips back and he 
               falls backwards into a pit.

                                     MUSTAFA
                              (blood-curdling scream)
                         Ahhhhhhhhh!

                                     DR. EVIL
                              (face unseen)
                         Let this be a reminder to you all 
                         that this organization will not 
                         tolerate failure.

               MUSTAFA'S SCREAMS ECHO FAINTLY

               ANGLE ON:  DR. EVIL FOR THE FIRST TIME.  HE IS IN HIS EARLY 
               FIFTIES AND IS BALD, WITH A HIDEOUS

               scar on his cheek.

                                     DR. EVIL
                         Gentlemen, let's get down to business.

               More muffled SCREAMS.

                                     DR. EVIL
                         We've got a lot of work to do.

                                     MUSTAFA (O.S.)
                              (muffled)
                         Someone help me!  I'm still alive, 
                         only I'm very badly burned.

                                     DR. EVIL
                              (slightly distracted)
                         Some of you I know, some of you I'm 
                         meeting for the first time.

                                     MUSTAFA (O.S.)
                              (muffled)
                         Hello up there!  Anyone!  Can someone 
                         call an ambulance?  I'm in quite a 
                         lot of pain.

                                     DR. EVIL
                              (very frustrated)
                         You've all been gathered here to 
                         form my Evil Cabinet.  Excuse me.

               He picks up a white phone and MURMURS into it.

                                     MUSTAFA (O.S.)
                              (muffled)
                         If somebody can open the retrieval 
                         hatch down here, I could get out.  
                         See, I designed this device myself 
                         and...oh, hi!  Good, I'm glad you 
                         found me.  Listen, I'm very badly 
                         burned, so if you could just&emdash; 
                         SFX:  Muffled Gunshot

                                     MUSTAFA (O.S.)
                              (muffled)
                         Ow!  You shot me!

                                     DR. EVIL
                         Right.  Okay.  Moving on.

                                     MUSTAFA (O.S.)
                              (muffled)
                         You shot me right in the arm!  Why 
                         did&emdash; SFX:  Muffled Gunshot.  
                         Dr. Evil waits.  Nothing.

                                     DR. EVIL
                         Let me go around the table and 
                         introduce everyone.  Frau 
                         Farbissina...

               ANGLE ON FRAU FARBISSINA

                                     DR. EVIL
                         ...founder of the militant wing of 
                         the Salvation Army.  Random Task...

               RANDOM TASK is a large Korean man in a butler's uniform.

                                     DR. EVIL
                         ...a Korean ex-wrestler, evil handyman 
                         extraordinaire.  Show them what you 
                         do.

               He stands up, bows, then takes off his shoe and THROWS it.  
               It knocks the head off a sculpture across the room.

                                     DR. EVIL
                         Thank you, Random Task.  Patty 
                         O'Brien...

               PATTY O'BRIEN, a small, wiry Irishman with fiery eyes.

                                     DR. EVIL
                         ...ex-Irish assassin.  His trademark?

               Around PATTY O'BRIENS WRIST is a charm bracelet.

                                     DR. EVIL
                         A superstitious man, he leaves a 
                         tiny keepsake on every victim he 
                         kills.  Scotland Yard would love to 
                         get their hands on that piece of 
                         evidence.

                                     PATTY O'BRIEN
                              (heavy Irish accent)
                         Yes, they're always after me lucky 
                         charms!

               Everyone in the room tries to keep a straight face.

                                     PATTY O'BRIEN
                         What?  What?  Why does everyone always 
                         laugh when I say that?  They are 
                         after me lucky charms.

               They cannot contain their LAUGHTER.

                                     PATTY O'BRIEN
                              (angry)
                         What?

                                     FRAU FARBISSINA
                              (through suppressed 
                              laughter)
                         It's a television commercial with 
                         this little cartoon Leprechaun who 
                         is a benevolent imp who is very 
                         concerned that these children will 
                         steal his lucky charms which are 
                         foodstuffs fashioned into various 
                         shapes&emdash; hearts, moons, clovers, 
                         what have you...
                              (pause)
                         It's a long story.

                                     DR. EVIL
                         Finally, I come to my number two 
                         man.  His name:  Number Two.

               NUMBER TWO, a good-looking 40-year-old man with an eye-patch.

                                     DR. EVIL
                         For thirty years, Number Two has run 
                         Virtucon, the legitimate face of my 
                         evil empire.

               He hits a button.  The conference table slowly rotates to 
               reveal a large, illuminated map of the United States dotted 
               by various miniature models.

                                     NUMBER TWO
                         Over the last thirty years, Virtucon 
                         has grown by leaps and bounds.  About 
                         fifteen years ago, we changed from 
                         volatile chemicals to the 
                         communication industry.  We own cable 
                         companies in thirty-eight states.

               The thirty-eight states illuminate on the map.

                                     NUMBER TWO
                         In addition to our cable holdings, 
                         we own a steel mill in Cleveland.

               A steel mill miniature illuminates in Cleveland.

                                     NUMBER TWO
                         Shipping in Texas.

               A ship off the coast of Texas illuminates.

                                     NUMBER TWO
                         Oil refineries in Seattle.

               An oil refinery illuminates in Seattle.

                                     NUMBER TWO
                         And a factory in Chicago that makes 
                         miniature models of factories.

               The miniature model factory lights up in Chicago.

                                     NUMBER TWO
                         We also own the Franklin mint, which 
                         makes decorative hand-painted theme 
                         plates for collectors.
                              (holds up plate)
                         Some plates, like the Gone With The 
                         Wind series, have gone up in value 
                         as much as two-hundred and forty 
                         percent, but, as with any investment, 
                         there is some risk involved.

                                     DR. EVIL
                         Gentlemen, I have a plan.  It's called 
                         blackmail.  The Royal Family of 
                         Britain are the wealthiest landowners 
                         in the world.  Either the Royal Family 
                         pays us an exorbitant amount of money, 
                         or we make it look like Prince 
                         Charles, the heir to the throne, has 
                         had an affair outside of marriage 
                         and, therefore, they would have to 
                         divorce.

               There is an uncomfortable silence.

                                     NUMBER TWO
                         Um, Dr. Evil, Prince Charles did 
                         have an affair.  He admitted it, and 
                         they are now divorced, actually.

                                     DR. EVIL
                         People have to tell me these things.  
                         I've been frozen for thirty years, 
                         throw me a bone here.
                              (pausing)
                         OK, no problem.  Here's my second 
                         plan.  Back in the Sixties I had a 
                         weather changing machine that was in 
                         essence a sophisticated heat beam 
                         which we called a "laser."  Using 
                         this laser, we punch a hole in the 
                         protective layer around

               the Earth, which we scientists call the "Ozone Layer."  Slowly 
               but surely, ultraviolet rays would pour in, increasing the 
               risk of skin cancer.  That is, unless the world pays us a 
               hefty ransom.

               There is another uncomfortable silence.

                                     NUMBER TWO
                         Umm, that also has already happened.

                                     DR. EVIL
                         Right.
                              (pause)
                         Oh, hell, let's just do what we always 
                         do.  Let's hijack some nuclear weapons 
                         and hold the world hostage.
                              (pause)
                         Gentlemen, it's come to my attention 
                         that a breakaway Russian Republic 
                         called Kreplachistan will be 
                         transferring a nuclear warhead to 
                         the United Nations in a few days.  
                         Here's the plan.  We get the warhead, 
                         and we hold the world ransom...
                              (dramatic pause)
                         ...FOR ONE MILLION DOLLARS!

               There is an uncomfortable pause.

                                     NUMBER TWO
                         Don't you think we should ask for 
                         more than a million dollars?  A 
                         million dollars isn't that much money 
                         these days.

                                     DR. EVIL
                         All right then...
                              (dramatic pause)
                         ...FIVE MILLION DOLLARS!

               There is another uncomfortable pause.

                                     NUMBER TWO
                         Virtucon alone makes over nine billion 
                         dollars a year.

                                     DR. EVIL
                              (pleasantly surprised)
                         Oh, really?
                              (slightly irritated)
                         One-hundred billion dollars.
                              (pause)
                         OK, make it happen.  Anything else?

                                     FRAU FARBISSINA
                         Remember when we froze your semen, 
                         you said that if it looked like you 
                         weren't coming back to try and make 
                         you a son so that a part of you would 
                         live forever?

                                     DR. EVIL
                         Yes.

                                     FRAU FARBISSINA
                         Well, after a few years, we got sort 
                         of impatient.  Dr. Evil, I want you 
                         to meet your son.

                                     DR. EVIL
                         My son?

                                     FRAU FARBISSINA
                         Yes.
                              (calling out)
                         Scott!

               SCOTT EVIL walks out.  He is fifteen, grungy, and wears a 
               Kurt Cobain T-shirt.

                                     SCOTT EVIL
                         Hi.

                                     DR. EVIL
                         Hello, Scott.  I'm your father, Dr. 
                         Evil.
                              (emotional)
                         I have a son!  I have a son!  
                         Everyone, I have a son!
                              (gesturing to globe)
                         Someday, Scott, this will all be 
                         yours.

                                     SCOTT EVIL
                         I haven't seen you my whole life and 
                         now you show up and want a 
                         relationship?  I hate you!

               EXT.  JAGUAR - DRIVING - VEGAS - DAY

               Vanessa and Austin drive in his perfectly-preserved Jag.

                                     AUSTIN
                         You've preserved my Jag!  Smashing!

                                     VANESSA
                         Yes, we've had it retrofitted with a 
                         secure cellular phone, an on-board 
                         computer, and a Global Geosynchronous 
                         Positioning Device.  Oh, and finally, 
                         this.

               The glove compartment revolves to reveal a display of various 
               dental hygiene products&emdash; floss, toothpaste, toothbrush, 
               dental mirror, and cleaning tool.

                                     AUSTIN
                         Let me guess.  The floss is garotte 
                         wire, the toothpaste contains plastic 
                         explosives, and the toothbrush is 
                         the detonation device.

                                     VANESSA
                         No, actually.  I don't know how to 
                         put this really.  Well, there have 
                         been fabulous advances in the field 
                         of dentistry.

                                     AUSTIN
                         Why?  What's wrong with my teeth?

               EXT.  VEGAS HOTEL - NIGHT

               The Union Jack-emblazoned Jaguar pulls up to the front door.

               INT.  VEGAS HOTEL ROOM

               Vanessa carries her compact flight attendant bag and Austin 
               takes his two bright red oversized leatherette Samsonite 
               suitcases.

                                     AUSITN
                         Which side of the bed do you want?

                                     VANESSA
                         You're going to sleep on the sofa.  
                         I'd like to remind you, Mr. Powers, 
                         that the only reason we're sharing a 
                         room is to support our cover story 
                         that we're a married couple on 
                         vacation.

                                     AUSTIN
                         So, shall we shag now, or shall we 
                         shag later?  How do you like to do 
                         it?  Do you like to wash up first?  
                         Top and tails?  A whore's bath?  
                         Personally, before I'm on the job, I 
                         like to give my undercarriage a bit 
                         of a how's-your-father.

                                     AUSTIN
                              (off her angry reaction)
                         I'm just joking, Vanessa.  Trying to 
                         get a rise out of you.

               They both laugh.

                                     VANESSA
                         Let's unpack.

               HER LUGGAGE:  In the inside flap is a types list of contents.  
               All of her items are in separate, labeled plastic bags.

                                     AUSTIN
                         Gor blimey, nerd alert.

               HIS LUGGAGE:  He pulls out a Nehru jacket and a huge Remington 
               shaver with huge English plug.

               HER LUGGAGE:  She pulls out a compact clothes steamer/travel 
               iron and a Braun blow drier.

               HIS LUGGAGE:  He pulls out a vintage 1967 Playboy and a bottle 
               of Jurgens lotion.

               HER LUGGAGE:  She pulls out Wet-Naps, her underthings in a 
               plastic baggie marked "Underthings" and her shoes in a baggie 
               marked "Shoes."

               HIS LUGGAGE:  He pulls out a miniature meditation gong and 
               Hai Karate cologne.

               HER LUGGAGE:  She pulls out a dossier labeled "Dr. Evil - 
               Top Secret."

               HIS LUGGAGE:  He pulls out the Swedish penis enlarger pump.  
               Vanessa sees it.

                                     AUSTIN
                         Hey, who put this in here?  Someone's 
                         playing a prank on me!  Honestly, 
                         this isn't mine.

                                     VANESSA
                              (suffering)
                         I'm sure.

                                     AUSTIN
                         I think I'll give that stew a ding-a-
                         ling.

               Austin casually dials the phone while looking at his palm.  
               After a beat we hear a loud MALE VOICE coming through the 
               handset.

                                     MOVIE PHONE VOICE
                              (through handset)
                         Hello!  And welcome to 777-FILM!

               Austin covers the mouthpiece and whispers to Vanessa.

                                     AUSTIN
                         I got her answering machine.

               INT.  CASINO

               Austin and Vanessa walk through the casino.  Austin gives 
               PEOPLE two-handed handshakes.  They stare like he's a freak.

                                     AUSTIN
                         I love Las Vegas, man.  Oh, I forgot 
                         my x-ray glasses.

                                     VANESSA
                         Here, use mine.

                                     AUSTIN
                         I'm going to use a cover name.  It's 
                         important that it be a generic name 
                         so that we don't draw attention to 
                         ourselves.

               INT.  CASINO

               Austin and Vanessa join the high-rollers table.  Number Two 
               is there, complete with eyepatch.  On one side of him is a 
               beautiful ITALIAN WOMAN (a la SOPHIA LOREN) in a white dress 
               with a white kerchief on her head.  On the other side of him 
               is an extremely large-breasted BIMBO.

                                     AUSTIN
                         Do you mind if I join you?

                                     NUMBER TWO
                         Not at all.

               The DEALER deals.

                                     DEALER
                         Seventeen.

               Zoom in on Number Two's eyepatch.

               NUMBER TWO'S MONOCULAR POV

               GRAPHIC:  "X-RAY EYEPATCH".  We see everyone at the casino 
               in their underwear.  He looks at the next card in the shoe.  
               It is a 4.

                                     NUMBER TWO
                         Hit me.

                                     DEALER
                         You have seventeen, sir.  The book 
                         says not to, sir.

                                     NUMBER TWO
                         I like to live dangerously.

               The dealer draws a card from the card shoe.

                                     DEALER
                         Four.  Twenty-one.

               Everyone at the table applauds.  The dealer deals to Austin 
               and Number Two.

                                     DEALER
                              (to Austin)
                         Eighteen.
                              (to Number Two)
                         Sixteen.

               NUMBER TWO'S POV

               GRAPHIC:  "X-RAY EYEPATCH".  He looks at the shoe at the 
               shoe and sees that the next card is a ten.

                                     NUMBER TWO
                         I'll stay.

                                     DEALER
                              (to Austin)
                         Sir?

               Smugly, Austin puts on Vanessa's x-ray glasses.

               AUSTIN'S POV

               GRAPHIC:  "X-RAY SPECS".  Everyone is in their underwear, 
               but it is completely blurry.

                                     DEALER
                              (to Austin)
                         Sir?

                                     VANESSA
                              (quietly)
                         What's wrong?

                                     AUSTIN
                              (quietly, to Vanessa)
                         I can't see a bloody thing.

                                     VANESSA
                         Oh, I forgot to tell you, they're 
                         prescription X-ray glasses.  I have 
                         very bad astigmatism.

                                     DEALER
                         Sir, the table is waiting.

                                     AUSTIN
                              (panicking)
                         Uh, hit me.

               The table MURMURS.

                                     DEALER
                         On an eighteen, sir?

                                     AUSTIN
                         Yes, I also like to live dangerously.

               The dealer deals him the ten.

                                     NUMBER TWO
                         You're very brave.

                                     AUSTIN
                         Cards are not my bag, man.  Allow 
                         myself to introduce...myself.  My 
                         name is Ritchie Cunningham.

               Vanessa is mortified.

                                     AUSTIN
                              (indicating Vanessa)
                         This is my wife, Enid.

                                     NUMBER TWO
                         My name is Number Two.

               He extends his hand to shake.  Austin extends his hand, but 
               misses and begins to shake the bimbo's breast.  There is an 
               awkward pause.  Austin takes off his glasses.

                                     VANESSA
                              (rescuing him)
                         Number Two?  That's an unusual name.

                                     NUMBER TWO
                         My parents were hippies.
                              (indicating Italian 
                              woman)
                         This is my Italian confidential 
                         secretary.

                                     ITALIAN WOMAN
                              (Italian accent)
                         My name is Alotta
                              (quickly)
                         Alotta Fagina.

                                     AUSTIN
                         I'm sorry, I'm just not getting it.  
                         It sounds like you're saying your 
                         name is a lot of...never mind.  
                         Listen, cats, I'm going to crash.  
                         It's been a gas.

                                     NUMBER TWO
                         Bye-bye, Mr...Cunningham?

                                     AUSTIN
                         Peace, baby.

               Austin and Vanessa leave.

               INT.  CASINO

                                     VANESSA
                         Why did you leave so soon?

                                     AUSTIN
                         That cat Number Two has an X-ray 
                         eyepatch.  I get bad vibes from him, 
                         man.  Listen, we should go back to 
                         the room, but first I have to go to 
                         the naughty chair and see a man about 
                         a dog.

               He heads to the rest room.

               INT.  HIGH ROLLERS TABLE - CASINO

               Number Two has been watching them.  He presses a BUTTON.

               INT.  BATHROOM - CASINO

               Austin enters to see a gregarious TEXAN in a huge cowboy 
               hat.  Austin enters a stall.  The Texan enters the adjoining 
               stall.

                                     TEXAN
                         Good luck, buddy.  You don't buy 
                         food, you rent it.

                                     AUSTIN
                         Too right, youth.

               INT.  BATHROOM STALL

               Austin sits down.  Behind him, a panel SLIDES OPEN, revealing 
               Patty O'Brien.  His charm bracelet JINGLES.  Austin looks 
               back.  Patty's bracelet is now garotte wire.  He wraps it 
               around Austin's throat.  Austin gets his thumbs between the 
               wire and certain death.

                                     AUSTIN
                              (grunting)
                         Uh, uh!

               INT.  TEXAN'S STALL

               The Texan can only see Austin's feet, which are moving about 
               frantically.  He can hear the

               GRUNTING.

                                     TEXAN
                         Hey pardner, just relax, don't force 
                         it!  Use some creative visualization.

               INT.  AUSTIN'S STALL

               Austin GRUNTS and snaps his head back into Patty O'Brien's 
               crotch.  Patty O'Brien GROANS in agony.

                                     PATTY O'BRIEN
                              (groaning)
                         Ughhhhh...

               Austin breaks free of the charm bracelet/garotte, grabs Patty 
               O'Brien's head, and pulls it between his legs so that it 
               hovers above the toilet bowl.

                                     AUSTIN
                         Who does Number Two work for?

               INT.  TEXAN'S STALL

                                     TEXAN
                         That's right!  Show that turd who's 
                         boss!

               INT.  AUSITN'S STALL

                                     AUSTIN
                         Who does Number Two work for?

                                     PATTY O'BRIEN
                              (quietly, straining)
                         Go to hell.

               Austin drops Patty's head into the toilet and FLUSHES.  We 
               hear MUFFLED GURGLING SOUNDS from Patty O'Brien.

               INT.  TEXAN'S STALL

               The Texan hears all of this, and is now concerned.

               INT.  AUSTIN'S STALL

               Austin reaches into Patty O'Brien's wallet.  We see his Dr. 
               Evil ID card and Alotta's Virtucon business card with her 
               address.

               INT.  BATHROOM

               Austin is leaving his stall.  The Texan can see Patty 
               O'Brien's dead body head-first in the toilet.

                                     TEXAN
                         Jesus Christ, what did you eat?

               ANGLE ON THE FLOOR OF AUSTIN'S STALL

               Patty O'Brien's lifeless hand hits the floor.  The charms 
               come tumbling out: a heart, a moon, a star, and a clover.  A 
               second later, a blue diamond falls out.

               INT.  PSYCHEDELIC SCENE BREAK

               MUSIC:  Psychedelic Wa-wa Pedal Funky Drummer Beat TITLE 
               GRAPHIC:  Love Power Austin and the go-go girl dance crazily.

               EXT.  VEGAS HOTEL - MORNING

               INT.  HOTEL SUITE - DAY

               Vanessa is on the phone on the bed sifting through photos 
               and files on Dr. Evil, Virtucon, etc.

               In the background, through an open door, we see that Austin 
               is asleep on the couch.

                                     VANESSA
                              (into phone)
                         Hello Mum?

               INT.  MRS. KENSINGTON'S HOUSE - LONDON

               An older Mrs. Kensington sits in her suburban English front 
               room.

                                     MRS. KENSINGTON
                              (on phone)
                         Oh, hello Vanessa.  How was the 
                         flight?

                                     VANESSA (V.O.)
                         Great.

                                     MRS. KENSINGTON
                         How's Austin?

                                     VANESSA (V.O.)
                         He's asleep.

                                     MRS. KENSINGTON
                         You didn't...

               INT.  HOTEL SUITE

                                     VANESSA
                         Oh, God no, I made him sleep on the 
                         couch.

               In the background, we see Austin get off the couch.  He is 
               very naked and very hairy.  A strategically placed vase of 
               flowers blocks his naughty bits from view.

                                     MRS. KENSINGTON (V.O.)
                         I'm proud of you.

                                     VANESSA
                         Why?

                                     MRS. KENSINGTON (V.O.)
                         Because you managed to resist Austin 
                         Power's charms.

               Austin moves towards the bathroom away from the flowers.  
               Right in the nick of time, Vanessa holds up a photo of Number 
               Two and looks at it, blocking his naughty parts.

                                     VANESSA
                         Well, God knows he tried, but I've 
                         been rather firm with him, Mummy.  
                         You didn't tell me he was so obsessed 
                         with sex.  It's bizarre.

                                     MRS. KENSINGTON (V.O.)
                         You can't judge him by modern 
                         standards.  He's very much a product 
                         of his times.  In my day he could 
                         have any woman he wanted.

                                     VANESSA
                         What about his teeth?

               SPLIT SCREEN - HOTEL ROOM/MRS. KENSINGTON'S HOUSE

                                     MRS. KENSINGTON
                         You have to understand, in Britain 
                         in the Sixties you could be a sex 
                         symbol and still have bad teeth.  It 
                         didn't matter.

                                     VANESSA
                         I just don't see it.

                                     MRS. KENSINGTON
                         Just wait.  Once Austin gets you in 
                         his charms, it's impossible to get 
                         out.

                                     VANESSA
                         Did you ever...

                                     MRS. KENSINGTON
                         Of course not.  I was married to 
                         your father.

                                     VANESSA
                         Did you ever want to?

                                     MRS. KENSINGTON
                         Austin is very charming, very 
                         debonair.  He's handsome, witty, has 
                         a knowledge of fine wines, 
                         sophisticated, a world-renowned 
                         photographer.  Women want hin, men 
                         want to be him.  He's a lover of 
                         love&emdash; every bit an 
                         International Man of Mystery.

               We hear the TOILET FLUSH.  Mrs. Kensington WIPES off the 
               screen.

               Austin re-enters from left to right, still NAKED.  Vanessa 
               holds up Austin's Fab Magazine shoot from the Sixties, and 
               in perfect timing blocks his crotch from the camera.

                                     VANESSA
                         You didn't answer my question, Mum.

                                     MRS. KENSINGTON (V.O.)
                         I know.  Let me just say this: Austin 
                         was the most loyal and caring friend 
                         I ever had.

               I will always love him.

                                     AUSTIN (V.O.)
                         Good morning, luv, who are you on 
                         the phone with?

                                     VANESSA
                              (to her mother)
                         Do you want to talk to him?

                                     MRS. KENSINGTON (V.O.)
                         No, it's been too long.  Best to 
                         leave things alone.

                                     VANESSA
                              (to Austin)
                         I'm on with a friend!
                              (to her mother)
                         Look, I'd better go.  I love you.

                                     MRS. KENSINGTON (V.O.)
                         I love you, Vanessa.

               Vanessa hangs up.  Austin enters wearing an "Austin Powers" 
               robe.

                                     AUSTIN
                         Good morning, Vanessa!  I hope you 
                         have on clean underwear.

                                     VANESSA
                         Why?

                                     AUSTIN
                         We've got a doctor's 
                         appointment&emdash; an evil doctor's 
                         appointment.

               EXT.  VIRTUCON MAIN ENTRANCE - DRIVEWAY - DAY

               THROUGH BINOCULAR POV CUT-OUTS

               We see a black limousine pull up in front.  Random Task and 
               another BODYGUARD exit the limo and secure the area.

               EXT.  LAS VEGAS - BUSHES

               We see that the binoculars belong to Vanessa.  She and Austin 
               are on a stakeout.  Austin's Jag is in the background.

                                     VANESSA
                         A limousine has just pulled up.

                                     AUSTIN
                         Let me see.

               Austin pulls into frame an extremely long telephoto lens 
               attached to his vintage camera.

               EXT.  VIRTUCON MAIN ENTRANCE

               TELEPHOTO LENS POV

               Two more BODYGUARDS leave the building and approach the limo.  
               Number Two exits the building

               holding Mr. Bigglesworth, the hairless cat.  He's not happy 
               about this, and has a scratch on his cheek.

               FREEZE FRAME.  SFX:  Camera motor drive.

               EXT.  BUSHES

                                     AUSTIN
                         Hello, hello.  That's Dr. Evil's 
                         cat.

                                     VANESSA
                         How do you know?

                                     AUSTIN
                         I never forget a pussy...cat.

               EXT.  FRONT ENTRANCE

               TELEPHOTO LENS POV

               Number Two hands the hairless cat through limo's window.

               FREEZE FRAME.  SFX:  Camera motor drive.

               The limousine speeds off.

               EXT.  BUSHES

                                     VANESSA
                         Let's go get him!

                                     AUSTIN
                         He's too well-protected right now.

                                     VANESSA
                         We can't just sit here, Austin.

                                     AUSTIN
                         Let me tell you a story.  There's 
                         these two bulls on top of a hill 
                         checking out some foxy cows in the 
                         meadow below.  The young bull says, 
                         'hey, why don't we run down the hill 
                         and shag us a cow?', and the wise 
                         old bull replies, 'no, why don't we 
                         walk down the hill and shag all the 
                         cows?'

                                     VANESSA
                         I don't get it.

                                     AUSTIN
                         Well, you know...cows, and shagging.

                                     VANESSA
                         Unfortunately, while you told that 
                         stupid story, Dr. Evil has escaped.

                                     AUSTIN
                         No worries, luv.  We'll just give 
                         Basil a tinkle on the telling bone...

               He notices the way the desert light catches her beauty.

                                     AUSTIN
                         My God, Vanessa, you are so incredibly 
                         beautiful.  Stay right where you 
                         are.

               Austin changes lenses and begins SNAPPING PICTURES.

                                     VANESSA
                         I hate having my picture taken.

                                     AUSTIN
                         You're crazy.  The camera loves you, 
                         Vanessa.

               Vanessa does a few coy poses.

                                     AUSTIN
                         Go, Vanessa, go!

               Vanessa lets go a little bit more.

               WHITE CYC

               Austin and Vanessa are in the midst of a full professional 
               photo shoot, and she's loving it.

               Austin begins SNAPPING pictures, all the while changing her 
               look, touching her hair.

                                     AUSTIN
                         Alright, luv!  Love it!  Turn...pout 
                         for me Vanessa.  Smashing!  Crazy.  
                         Give me some shoulder.
                              (pause)
                         Yes!  Yes!  Yes!

               He motions to her two top buttons of her blouse.  She nods 
               no.  Austin nods yes.  She sheepishly undoes them.  A MONTAGE 
               of her in various gowns, one more exotic and exciting than 
               the other.

                                     AUSTIN
                         Show me love.  Yes!
                              (beat)
                         Smashing!

               Vanessa is flanked by two buff MALE MODELS  la Madonna.

                                     AUSTIN
                         Great!  Great!  Smashing!
                              (beat)
                         Yes!  Yes!  Yes!
                              (beat)
                         No!  No!

               Love it.  Give me love.  Give me mouth.  Give me lips.

                                     (BEAT)
                         Going in very close now.

               He goes in closer.

                                     AUSTIN
                         Give me eyes.
                              (closer)
                         Give me cornea.
                              (closer)
                         Give me aqueous humour.
                              (closer)
                         Coming in closer.  Give me retina, 
                         Vanessa.
                              (closer)
                         Even closer.  Give me optic nerve.
                              (beat)
                         Love it!
                              (beat)
                         And...done.

               He throws the camera down.

                                     AUSTIN
                         I'm spent.  What say you we go out 
                         on the town?

               EXT.  LAS VEGAS STREET - BUS - NIGHT

               Austin and Vanessa are on the top deck of an open air double-
               decker English bus having a full-course formal dinner.  
               They're drinking champagne.

               Austin is cutting sausages into ever-smaller pieces, holding 
               his cutlery very English.  He has cut one piece to the point 
               to which it's a speck.  H puts it on the fork and offers it 
               to her.

                                     AUSTIN
                         Fancy a nibble?

                                     VANESSA
                         I couldn't have another bite.

               They laugh.  They drink.  It's TOM JONES, serenading them.

               They begin to dance.

               Austin gives her roses.  Austin is wooing her.

               EXT.  LAS VEGAS STREET - NIGHT

               They walk along the brightly-lit streets, laughing, enjoying 
               each other's company.  Austin gives Vanessa a pet rock.  She 
               graciously accepts.

               64  LAS VEGAS - SUPERIMPOSITION MONTAGE

               Austin and Vanessa stroll against a changing series of 
               backgrounds&emdash; neon signs, Vegas icons, dice showgirls, 
               etc.

               INT.  HOTEL ROOM

               Sounds of MOANS and GROANS.  We see Austin's backside sticking 
               out above a piece of furniture, then Vanessa's high-heeled 
               leg straining upwards.

                                     VANESSA (O.S.)
                         Watch out, you're on my hair!

                                     AUSTIN (O.S.)
                         Sorry.  Move your hand to the left.  
                         There you go.  Gorgeous.

                                     VANESSA (O.S.)
                         Go!  Just go!

               We hear a SPINNING SOUND.

                                     AUSTIN (O.S.)
                         Left hand, blue.

               We now see that Austin and Vanessa are playing TWISTER.  She 
               reaches for left hand blue and they fall over, laughing.

                                     AUSTIN
                         Wait a tick, I forgot something in 
                         the lobby.
                              (moving behind the 
                              couch)
                         I know what.  I'll take the stairs.

               Behind the couch, Austin mimes going down stairs.

                                     AUSTIN
                         Maybe I'll take the escalator.

               Austin mimes the smooth descent of an escalator.

                                     AUSTIN
                         Why take the escalator when I could 
                         take a canoe?

               Austin mimes rowing a canoe behind the couch.

                                     VANESSA
                         I haven't had fun like that since 
                         college.

                                     AUSTIN
                         I'm sorry.

                                     VANESSA
                         Why?

                                     AUSTIN
                         I'm sorry that bug up your ass had 
                         to die.

               She laughs too much, making a SNORTING sound.

                                     VANESSA
                         Always wanting to have fun, that's 
                         you in a nutshell.

                                     AUSTIN
                         No, this is me in a nutshell.

               Austin mimes being trapped in a nutshell.

                                     AUSTIN
                         Help!  I'm in a nutshell!  What kind 
                         of nut has such a big nutshell?  How 
                         did I get into this bloody great big 
                         nutshell?

               Vanessa laughs again, SNORTING, tipsy.

                                     AUSTIN
                         You're smashed, Vanessa.

                                     VANESSA
                         I am not.

                                     AUSTIN
                         Oh, yes you are.

                                     VANESSA
                         I'm not.  I'm the sensible one.  I'm 
                         always the designated driver.

               They are both on the bed.  She looks at him.  He looks at 
               her.  There is an awkward silence.

               She's about to kiss him, then he pulls away.

                                     AUSTIN
                         I can't.  You're drunk.

                                     VANESSA
                         It's not that I'm drunk, I'm just 
                         beginning to see what my Mum was 
                         talking about.
                              (pause)
                         What was my mother like back in the 
                         Sixties?  I'm dying to know.

                                     AUSTIN
                              (sentimental)
                         She was very groovy.  She was so in 
                         love with your Dad.  If there was 
                         one

               other cat in this world that could have loved your Mum and 
               treated her as well as you Dad did, it was me.  But, 
               unfortunately for yours truly, that train has sailed.

               Austin hears SNORING.  He looks over and sees Vanessa asleep.  
               A distinctive PHONE RINGS and a

               RED LIGHT FLASHES.

               Austin opens one of his funky suitcases to reveal a PICTURE 
               PHONE.  It's Basil Exposition, on an airplane.

                                     BASIL EXPOSITION
                              (on the picture phone)
                         Hello, Austin, this is Basil 
                         Exposition from British Intelligence.  
                         Thank you for confirming the link 
                         between Dr. Evil and Virtucon.  Find 
                         out what part Virtucon plays in 
                         something called Project Vulcan.  
                         I'll need you and Vanessa to get on 
                         that immediately.

                                     AUSTIN
                         Right away, Exposition.

                                     BASIL EXPOSITION
                         Where is Vanessa, by the way?

               Austin looks over at Vanessa's sleeping figure.

                                     AUSTIN
                         She's working on another lead right 
                         now.

                                     BASIL EXPOSITION
                         Then you'll have to go it alone.  
                         Good luck.

                                     AUSTIN
                         Thank you, Basil.

                                     BASIL EXPOSITION
                         Oh, and Austin&emdash;

                                     AUSTIN
                              (knowing)
                         Yes?

                                     BASIL EXPOSITION
                         Let me remind you that because of 
                         the unfreezing process you might 
                         experience flatulence at moments of 
                         extreme relaxation.

                                     AUSTIN
                         Oh, yes.  Thank you.

                                     BASIL EXPOSITION
                         There's one more thing, Austin.

                                     AUSTIN
                         Yes?

                                     BASIL EXPOSITION
                         Be careful.

                                     AUSTIN
                         Thank you.

               Austin looks at Alotta's Virtucon business card.

               INT.  ALOTTA'S JAPANESE STYLE PENTHOUSE

               Austin is in a dark penthouse suite.  Austin passes a piece 
               of art that is very suggestive of the female anatomy.

                                     AUSTIN
                         Paging Dr. Freud.

               He goes over to a credenza where there is a briefcase.  He 
               opens it.

               FULL SCREEN - DOCUMENT

               Austin's photographing the dossier with his miniature 
               camera/pendant.

                                     AUSTIN
                              (photographing)
                         Give it to me baby.  Super.

               We now see that the document outlines all of Virtucon's 
               holdings in a flow-chart fashion.

                                     AUSTIN
                         Pout for me, luv.  Smashing.  Yes!  
                         Yes!  Yes!  No!  No!

               One side of the chart is labeled "Secret Projects."  Under 
               that we see "Human Organ Trafficking", "Carrot Top Movie", 
               and in CLOSE-UP&emdash; "Project Vulcan."

               We see schematics for some sort of subterranean probe and a 
               cross-section of the earth labeled "Crust, Mantel, Core."

                                     AUSTIN
                         And I'm spent.

               The front door opens.  It's Alotta.

                                     AUSTIN
                         You seem surprised to see me.

                                     ALOTTA
                         I thought you'd quit while you were 
                         ahead.

                                     AUSTIN
                         What, and watch all my earnings go...
                              (smug)
                         Down the toilet?

                                     ALOTTA
                         What do you want, Mr...Cunningham, 
                         was it?

                                     AUSTIN
                         Call me Ritchie, Miss Fagina.  May I 
                         call you Alotta...
                              (pause)
                         Please?

                                     ALOTTA
                         You may.

                                     AUSTIN
                         Your boss, Number Two, I understand 
                         that cat's involved in big underground 
                         drills.

                                     ALOTTA
                         Virtucon's main interest is in cable 
                         television, but they do have a 
                         subterranean construction division, 
                         yes.  How did you know?

                                     AUSTIN
                              (smug)
                         I didn't, baby, you just told me.

                                     ALOTTA
                         It's for the mining industry, Mr. 
                         Cunningham.  We can talk about 
                         business later.  But first, let me 
                         slip into something more comfortable.

                                     AUSTIN
                         Behave!

               MUSIC:  "The Look of Love" by SERGIO MENDEZ AND BRAZIL 66 
               Alotta goes behind a Japanese screen.  In silhouette she 
               takes off her clothes and puts on a robe.  She opens a pair 
               of sliding doors to reveal an elaborate Japanese bath grotto.

               INT.  JAPANESE BATH

               She slips off her robe, revealing a DR. EVIL LOGO TATTOO on 
               her shoulder, and enters the water.

                                     ALOTTA
                         Come in.

                                     AUSTIN
                         I'd rather talk about Number Two.

                                     ALOTTA
                         Don't you like girls, Mr. Cunningham?  
                         Come in, and I'll show you everything 
                         you need to know.

               Austin takes off his clothes.  He is extremely hairy.  He 
               goes in.  Alotta produces a soapy sponge and swims over.

                                     ALOTTA
                         May I wash you?

                                     AUSTIN
                         Groovy.

               She washes his back.  Behind his back, she pulls out his 
               wallet and looks through it.  ANGLE ON HIS IDENTIFICATION.  
               It reads "AUSTIN POWERS, INTERNATIONAL MAN OF MYSTERY."

               ANGLE ON HIS VARIOUS CARDS:  CHARGEX, PLAYBOY CLUB, ETC.  
               SHE PUTS HIS WALLET BACK IN HIS

               trousers.

                                     ALOTTA
                         In Japan, men come first and women 
                         come second.

                                     AUSTIN
                         Or sometimes not at all.

                                     ALOTTA
                         Care for some saki?

                                     AUSTIN
                         Sak-i it to me!

               Alotta pours them saki.  Alotta unscrews the diamond in her 
               ring.  A sign on the inside of her ring reads "Relaxation 
               Pills."  She drops two PILLS into his drink.

               Austin takes a sip.  His eyes glaze over.  He's instantly 
               woozy.

                                     ALOTTA
                         How do you feel, Mr. Cunningham?

                                     AUSTIN
                         Mmmm...I feel extreme relaxation.

               A big BUBBLE comes to the surface, right in front of Austin.

                                     AUSTIN
                              (reciting poem)
                         'Pardon me for being rude, It was 
                         not me, it was my food.

               It just popped up to say hello, and now it's gone back down 
               below.'

                                     ALOTTA
                         That's very clever.  Do you know any 
                         other poems?

                                     AUSTIN
                              (reciting in a lofty 
                              tone)
                         'Milk, milk, lemonade.

               Round the corner fudge is made.

               Stick your finger in the hole, And out comes a tootsie roll!'

                                     ALOTTA
                              (genuinely moved)
                         Thank you, that's beautiful.  To 
                         your health.

                                     AUSTIN
                         To my health.

                                     ALOTTA
                         Kiss me.

               They go to kiss.  She notices HIS TERRIBLE TEETH, CLOSE-UP.

                                     ALOTTA
                         Do you mind if I ask you a personal 
                         question?

                                     AUSTIN
                         Is it about my teeth?

                                     ALOTTA
                         Yes.

                                     AUSTIN
                         Damn.  What exactly do you do at 
                         Virtucon?

                                     ALOTTA
                         I'll tell you all in due time, after 
                         we make love.  But first, tell me 
                         another poem.

                                     AUSTIN
                         I think it was Wordsworth who penned 
                         this little gem:  'Press the button, 
                         pull the chain, out comes a chocolate 
                         choo-choo train.'

                                     ALOTTA
                         Oh, you're very clever.  Let's make 
                         love, you silly, hairy little man.

               She glides over to him.

               INT. PSYCHEDELIC SCENE BREAK

               MUSIC:  Psychedelic Wa-wa Pedal Funky Drummer Beat GRAPHIC:  
               The Party Austin and the go-go girl dance crazily.

               INT.  DR. EVIL'S PRIVATE QUARTERS - DAY

               Dr. Evil, Number Two, and Frau Farbissina sit at the large 
               conference table.

                                     DR. EVIL
                         Austin Powers is getting too close.  
                         He must be neutralized.  Any 
                         suggestions?

                                     FRAU FARBISSINA
                         Ya wohl&emdash; I mean, yes wohl, 
                         Herr Doctor.  I have created the 
                         ultimate weapon to defeat Austin 
                         Powers.  Bring on the Fembots!

               MUSIC:  Sexy Matt Helm-type theme THREE FEMBOTS enter.  They 
               are beautiful buxom multiracial girl/robots in Sixties clothes 
               and white go-go boots.

                                     DR. EVIL
                         Breathtaking, Frau.  These automated 
                         strumpets are the perfect bait for 
                         the degenerate Powers.

                                     FRAU FARBISSINA
                         These are the latest word in android 
                         replicant technology.  Lethal, 
                         efficient, brutal.  And no man can 
                         resist their charms.  Send in the 
                         soldiers!

               SEVEN SOLDIERS come in.  They are immediately attracted to 
               the FEMBOTS.  They throw down their guns and come to the 
               girls zombie-like.

               When they get within range, guns POP out of the Fembots' 
               bras and begin FIRING, killing the guards.

                                     DR. EVIL
                         Quite impressive.

                                     FRAU FARBISSINA
                         Thank you, Herr Doctor.

                                     DR. EVIL
                         I like to see girls of that caliber.  
                         By caliber, I mean both the barrel 
                         size of their guns and the high 
                         quality of their character...Forget 
                         it.

               SFX:  60'S ELECTRONIC BUZZER

                                     NUMBER TWO
                         That would be the video feed from 
                         Kreplachistan.

               Dr. Evil and Number Two watch a large screen.  We see stock 
               footage of a Russian warhead.  We cut into a close-up of 
               RUSSIAN SOLDIERS being taken prisoner by VIRTUCON SOLDIERS 
               in the front of a

               military vehicle.

                                     DR. EVIL
                         Gentlemen, Phase One is complete.  
                         The warhead is ours.  Let Phase Two 
                         begin!  Patch us through to the United 
                         Nations security secret meeting room.

               INT.  UN SECRET MEETING ROOM

               REPRESENTATIVES of various countries in their traditional 
               garb around a large UN-style meeting table.  The BRITISH are 
               dressed in bowler hats.  The AMERICANS all look like JFK.  
               The CANADIANS are dressed as Mounties.  The ARABS are dressed 
               in ceremonial robes, etc.

                                     DR. EVIL
                         Gentlemen, my name is Dr. Evil.

               They all look up at the SCREEN.

                                     DR. EVIL
                         In a little while, you'll find out 
                         that the Kreplachistani warhead has 
                         gone missing.  Well, it's in safe 
                         hands.  If you want it back, you'll 
                         have to pay me...ONE MILLION DOLLARS!

               The UN representatives are confused.  Number Two COUGHS.

                                     DR. EVIL
                              (frustrated)
                         Sorry.  ONE-HUNDRED BILLION DOLLARS!

               The representatives ARGUE amongst themselves.

                                     UNITED NATIONS SECRETATY
                         Gentlemen, silence!
                              (to Dr. Evil)

               NOW, MR. EVIL&EMDASH;

                                     DR. EVIL
                              (angry)
                         Doctor Evil!  I didn't spend six 
                         years in evil medical school to be 
                         called 'mister'.

                                     UNITED NATIONS SECRETARY
                         Excuse me.  Dr. Evil, it is the policy 
                         of the United Nations not to negotiate 
                         with terrorists.

                                     DR. EVIL
                         Fine, have it your way.  Gentlemen, 
                         you have five days to come up with 
                         one

               hundred billion dollars.  If you fail to do so, we'll set 
               off the warhead and destroy the world.

                                     UNITED NATIONS SECRETARY
                         You can't destroy the world with a 
                         single warhead.

                                     DR. EVIL
                         Really?  So long.

               The screen goes BLANK.

                                     DR. EVIL
                              (to evil associates)
                         Gentlemen, in exactly five days from 
                         now, we will be one-hundred billion 
                         dollars richer.
                              (laughing)
                         Ha-ha-ha-ha.
                              (slightly louder)
                         Ha-ha-ha-ha.

                                     EVIL ASSOCIATES
                              (laughing with him)
                         Ha-ha-ha-ha.

               DR. EVIL & ASSOCIATES

               (LOUDER AND MORE STACCATO)

               HA-HA-HA-HA-HA!

               (louder again, and even more evil and maniacal)

               HA-HA-HA-HA-HA-HA-HA-HA!

                                     (PAUSE)
                         Ohhhh, ahhhhhh...
                              (pause, quieter)
                         Ohhh, hmmmm.
                              (pause, very quiet)
                         hmn.

               There is an uncomfortable pause, because clearly we should 
               have FADED TO BLACK.  The evil associates look around the 
               room, not knowing what to do with themselves.

                                     DR. EVIL
                         Okay...Well...I think I'm going to 
                         watch some TV.

                                     EVIL ASSOCIATES
                         Okay.  Sure.

               They exit the frame awkwardly.

               INT.  BRITISH MAKESHIFT HQ

               Austin and Vanessa enter past two BRITISH MILITARY POLICEMAN.  
               There is a communications center, a makeshift armory, bunks, 
               etc.

               We see Basil, dressed as the Vegas-era Elvis.

                                     AUSTIN
                         Hello, Exposition.

                                     BASIL EXPOSITION
                         Austin, Vanessa, let me bring you up 
                         to speed.  Dr. Evil has high-jacked 
                         a nuclear warhead from Kreplachistan 
                         and is holding the world ransom for 
                         one-hundred billion dollars.  If the 
                         world doesn't pay up in four days, 
                         he's threatening to destroy the world.

                                     AUSTIN
                         Thank you, Exposition.  Only two 
                         things, scare me, and one is nuclear 
                         war.

                                     BASIL EXPOSITION
                         What's the other?

                                     AUSTIN
                         Excuse me?

                                     BASIL EXPOSITION
                         What's the other thing you're scared 
                         of?

                                     AUSTIN
                         Carnies.

                                     BASIL EXPOSITION
                         What?

                                     AUSTIN
                         Circus folk.
                              (shudders)
                         Nomads, you know.  They smell like 
                         cabbage.

                                     BASIL EXPOSITION
                              (suffering him)
                         Indeed...If we could get back to the 
                         business at hand.  It's one thing to 
                         have a warhead, it's quite another 
                         thing to have the missiles to launch 
                         it.

                                     AUSTIN
                         Maybe these photographs are the last 
                         piece of that puzzle.
                              (hands him the photos)
                         I've uncovered the details on Project 
                         Vulcan.  It's a new subterranean 
                         warhead delivery system.

                                     BASIL EXPOSITION
                         Good God, and underground missile.  
                         We've long feared such a development.

                                     VANESSA
                         When did you find that out, Austin?

                                     BASIL EXPOSITION
                         Austin did some reconnaissance work 
                         at Alotta Fagina's penthouse last 
                         night.

                                     VANESSA
                         Oh.

                                     BASIL EXPOSITON
                         Our next move is to infiltrate 
                         Virtucon.  Any ideas?

                                     VANESSA
                         Yes, Virtucon runs a tour of their 
                         facilities every hour.  I suggest we 
                         pose as tourists and do site-level 
                         reconnaissance.

                                     BASIL EXPOSITION
                         Top drawer, Kensington.  Oh, Austin, 
                         I want you to meet somebody.

               Basil waves to an extremely frail ELDERLY BRITISH LADY.

                                     BASIL EXPOSITION
                         Austin, this is my mother, Mrs. 
                         Exposition.  She's in from Tunbridge 
                         Wells

               in Kent.  Can you believe, she's ninety-two years old?

               Austin hauls off and PUNCHES the lady in the face.

                                     BASIL EXPOSITION
                         My God, Austin, what have you done?

                                     AUSTIN
                         That's not your mother, that's a 
                         man!

               Austin begins tugging on her hair.

                                     MRS. EXPOSITION
                         Owww...my hair!

                                     BASIL EXPOSITION
                         Get away from my mother!

                                     VANESSA
                         Austin, have you gone mad?

               The two guards come over and help Mrs. Exposition to a cot.

                                     MRS. EXPOSITION
                              (through pain)
                         Who is that man?  Why did he hit me?

                                     BASIL EXPOSIION
                         Don't worry, mother.  Lie down.  
                         Austin, you have a lot of explaining 
                         to do.

                                     AUSTIN
                         I'm sorry, Basil, I thought she was 
                         a man.

                                     BASIL EXPOSITION
                         Damn it, man!  You're talking about 
                         my mother!

                                     AUSTIN
                         You must admit, she is rather mannish.  
                         No offense, but if that's a woman, 
                         it looks like she's been beaten with 
                         an ugly stick.

                                     VANESSA
                         Really, Austin!

                                     AUSTIN
                         Look at her hands, baby!  Those are 
                         carpenter's hands.

                                     BASIL EXPOSITION
                         All right, Austin, I think you should 
                         go.

                                     AUSTIN
                         I think if everyone were honest, 
                         they'd confess that the lady looks 
                         exactly like a man in drag.

                                     BASIL EXPOSITION
                         I'm leaving!
                              (pause)
                         Oh, and Austin?

                                     AUSTIN
                         Yes, Basil?

                                     BASIL EXPOSITION
                         Be careful.

                                     AUSTIN
                         Thanks.

               Basil escorts his mother out.

                                     VANESSA
                         Austin, may I have a word with you?

                                     AUSTIN
                         Of course, luv.

                                     VANESSA
                         Listen, I know I'm just being 
                         neurotic, but I can't shake this 
                         suspicious

               feeling about that Italian secretary, Ms. Fagina.  I mean, I 
               don't want to sound paranoid, but I've had some bad 
               relationships in the past, and I have some jealousy issues.  
               You went to her penthouse.  It makes me feel so small to 
               give into these insecurities, but I can't help but feel this 
               weird, irrational, unfocused...well, jealousy.  I'm sorry.

                                     AUSTIN
                         Don't be sorry.  You're right to be 
                         suspicious.  I shagged her.  I shagged 
                         her rotten.

                                     VANESSA
                              (stunned)
                         I can't believe you made love to her 
                         just like that.  Did you use 
                         protection?

                                     AUSTIN
                         Of course, I had my nine-millimeter 
                         automatic.

                                     VANESSA
                         No, did you use a condom?

                                     AUSTIN
                         Only sailors use condoms, man.

                                     VANESSA
                         Not in the Nineties.

                                     AUSTIN
                         Well they should, filthy beggars, 
                         they go from port to port.  Alotta 
                         meant nothing to me.

                                     VANESSA
                              (pause)
                         Well, it means something to me.  If 
                         you want us to have a relationship, 
                         you've got to be a one-woman man.

                                     AUSTIN
                         It was just a shag, Vanessa.  You're 
                         everything to me.

                                     VANESSA
                         You just don't get it, do you, Austin?  
                         Good night.  Welcome to the Nineties, 
                         you're going to be very lonely.

               INT.  HOTEL ROOM - NIGHT

               MUSIC:  "What the World Needs Now" by BURT BACHARACH Austin 
               looks at his address book.  ANGLE ON THE PAGE:  We see a 
               list of names crossed out, with

               comments written in beside them.  Beside Jimi Hendrix we see 
               "Deceased, Drugs"; Janis Joplin, "Deceased, Alcohol"; Mama 
               Cass, "Deceased, Ham Sandwich"; Jerry Garcia. "Deceased, 
               Gratefully"; Jane Fonda, "Square".

               Austin looks at his old pair of Sixties-era canvas sneakers.  
               He picks up his new pair&emdash; REEBOK SHAQ CROSS-TRAINER 
               PUMPS.  He pumps them too much and they explode.

               Austin looks out his window at the lonely city below.  We 
               see the CDs he's just purchased, including SERGEANT PEPPER'S 
               and BURT BACHARACH'S GREATEST HITS.

               Austin goes over to the kitchenette and puts a can of unopened 
               Campbell's Tomato Soup in the microwave and turns it on.  It 
               explodes in a shower of sparks and soup.

               He puts the CD on a record player and drops the needle.  The 
               NOISE is awful.

               Austin plays MORTAL COMBAT III.  His fighter gets his head 
               ripped off, and blood spews out.

               Austin is genuinely frightened by this.

               INT.  BATHROOM

               Austin attempts to use the Water Pik, but the head is too 
               loose and water shoots all around the bathroom.

               EXT.  CAR - STREETS OF LAS VEGAS - NIGHT

               Austin drives alone and sad against the rear-projection of 
               Las Vegas.

               INT.  CASINO BAR - NIGHT

               Austin drinks by himself while a gaggle of EIGHT CONTEMPORARY 
               YOUNG PEOPLE IN LOVE cavort.  They look at him like he's a 
               freak.

               Austin raises a bottle of ZIMA as if to say "hey, I'm down 
               with that".  They shoot him sarcastic peace signs.  Austin 
               is pleased.

               INT.  HOTEL ROOM - DAY

               Austin sits watching the TIME-LIFE The Last Thirty Years 
               video on TV.  Vanessa enters.

                                     AUSTIN
                         Hello, luv.

                                     VANESSA
                         Thirty years of political and social 
                         upheaval.  The fall of the Berlin 
                         wall, a female Prime Minister of 
                         England, the abolishment of Apartheid, 
                         a fascinating tapestry of human strum 
                         und drang.

                                     AUSTIN
                         Yeah, I can't believe Liberace was 
                         gay.  Women loved him, man.  I didn't 
                         see that one coming.

                                     VANESSA
                         Basil was very concerned to know 
                         where you were last night.

                                     AUSTIN
                         Out and about, doing odds and sods.

                                     VANESSA
                         I'll tell him.  By the way, I've 
                         decided we should keep our 
                         relationship strictly professional.

               INT.  THERAPIST'S OFFICE - NEXT DAY

               We're in the middle of a group therapy session, containing 
               six or seven FATHERS with their teenage SONS.  It is 
               emotionally charged.  A lot of pained expressions and coffee 
               in Styrofoam cups.

                                     SON 1
                              (crying)
                         I love you, Dad.

                                     DAD 1
                         I love you, Son.

               They hug.  Everyone APPLAUDS.  We see Dr. Evil and Scott.

                                     THERAPIST
                         That was great, Mr. Keon, Dave.  
                         Thank you.  OK, group, we have two 
                         new member.  Say hello to Scott and 
                         his father, Mr....Ehville?

                                     DR. EVIL
                         Evil, actually, Doctor Evil.

                                     GROUP
                         Hello, Dr. Evil.  Hello, Scott.

                                     SCOTT EVIL
                              (into it)
                         Hello, everybody.

                                     THERAPIST
                         So, Scott, why don't we start with 
                         you.  Why are you here?

                                     SCOTT EVIL
                         Well, it's kind of weird.

                                     THERAPIST
                         We don't judge here.

                                     SCOTT EVIL
                         OK.  Well, I just really met my Dad 
                         for the first time three days ago.  
                         He was partially frozen for thirty 
                         years.  I never knew him growing up.  
                         He comes back and now he wants me to 
                         take over the family business.

                                     THERAPIST
                         And how do you feel about that?

                                     SCOTT EVIL
                         I don't wanna take over the family 
                         business.

                                     DR. EVIL
                         But Scott, who's going to take over 
                         the world when I die?

                                     SCOTT EVIL
                         Not me.

                                     THERAPIST
                         What do you want to do, Scott?

                                     SCOTT EVIL
                         I don't know.  I was thinking, maybe 
                         I'd be a vet or something, cause I 
                         like animals and stuff.

                                     DR. EVIL
                         An evil vet?

                                     SCOTT EVIL
                         No.  Maybe, like, work in a petting 
                         zoo or something.

                                     DR. EVIL
                         An evil petting zoo?

                                     SCOTT EVIL
                              (shouting)
                         You always do that!
                              (calm)
                         Anyways, this is really hard, because, 
                         you know, my Dad is really evil.

                                     THERAPIST
                         We don't label people here, Scott.

                                     SCOTT EVIL
                         No, he's really evil.

                                     THERAPIST
                         Scott.

                                     DR. EVIL
                         No, the boy's right.  I really am 
                         evil.

                                     THERAPIST
                         Don't be so hard on yourself.  You're 
                         here, that's what's important.  A 
                         journey of a thousand miles begins 
                         with one step.

                                     SCOTT EVIL
                         I just think, like, he hates me.  I 
                         really think he wants to kill me.

                                     THERAPIST
                         OK, Scott, no one really wants to 
                         "kill" anyone here.  They say it, 
                         but they don't mean it.

               The group LAUGHS.

                                     DR. EVIL
                         Actually, the boy's quite astute.  I 
                         am trying to kill him.  My Evil 
                         Associates have cautioned against 
                         it, so here he is, unfortunately, 
                         alive.

                                     THERAPIST
                         We've heard from Scott, now let's 
                         hear from you.

                                     DR. EVIL
                         The details of my life are quite 
                         inconsequential.

                                     THERAPIST
                         That's not true, Doctor.  Please, 
                         tell us about your childhood.

                                     GROUP
                         Yes, of course.  Go ahead, etc.

                                     DR. EVIL
                         Very well, where should I begin?  My 
                         father was a relentlessly self-
                         improving boulangerie owner from 
                         Belgium with low-grade narcolepsy 
                         and a penchant for buggery.  My mother 
                         was a fifteen-year-old French 
                         prostitute named Chloe with webbed 
                         feet.  My father would womanize, he 
                         would drink, he would make outrageous 
                         claims, like he invented the question 
                         mark.  Sometimes he would accuse 
                         chestnuts of being lazy.  A sort of 
                         general malaise that only the genius 
                         possess and the insane lament.  My 
                         childhood was typical.

               Summers in Rangoon, luge lessons.  In the spring we'd make 
               meat helmets.  If I was insolent, I was placed in a burlap 
               bag and beaten with reeds.  Pretty standard, really.  At the 
               age of twelve I received my first scribe.  At the

               age of fifteen, a Zoroastrian named Vilma ritualistically 
               shaved my testicles.  There really is nothing like a shawn 
               scrotum.  At the age of eighteen, I went off to evil medical 
               school.  From there...

               ANGLE ON THE THERAPIST AND THE GROUP.  They are stunned.

               PSYCHEDELC SCENE BREAK

               MUSIC:  Psychedelic Wa-wa Pedal Funky Drummer Beat TITLE 
               GRAPHIC:  Sock It To Me Austin and the go-go girl dance 
               crazily.

               EXT.  VIRTUCON HIGH RISE - NEXT MORNING

               INT.  HALLWAY - VIRTUCON

               A TOUR is in progress.  Austin, Vanessa, and other TOURISTS 
               ride on an electric tram.

                                     AUSTIN
                         Since I've been unfrozen, I've had a 
                         rancid taste in my mouth.  Do you 
                         have a piece of gum?

                                     VANESSA
                              (in her own world)
                         Do you think she's prettier than I?

                                     AUSTIN
                         Who?

                                     VANESSA
                         You know who.

                                     AUSTIN
                         No!  Don't lay your hang-ups on me, 
                         Vanessa.  You're being very trippy.

                                     VANESSA
                         I'm looking at you, and the whole 
                         time I can't help thinking you had 
                         your willie inside her hootchie-kooch.

                                     AUSTTIN
                         Well put.  Listen love, we can't 
                         keep having this fight.  I'm an 
                         International Man of Mystery.  
                         Sometimes in the course of my work 
                         to save the world I have to shag 
                         some crumpet.  It's all part of the 
                         job.

                                     TOUR GUIDE
                         Welcome to Virtucon, the company of 
                         the future.
                              (pointing to large 
                              display window)
                         Virtucon is a leading manufacturer 
                         of many items you'll find right in 
                         your own home.  We make steel, 
                         volatile chemicals, petroleum-based 
                         products, and we also own the Franklin 
                         mint, which makes decorative hand-
                         painted theme plates for collectors.
                              (holds up plate)
                         Some plates, like the Gone With The 
                         Wind series, have gone up in value 
                         as much as two-hundred and forty 
                         percent, but, as with any investment, 
                         there is some risk involved.

               The people on the tour APPLAUD.

                                     TOUR GUIDE
                         Coming up on the left, we have the 
                         Virtucon gift shop, offering a wide 
                         range of Virtucon licensed products.  
                         On the right, you'll notice a door 
                         that leads to a restricted area.  
                         Only authorized personnel are allowed 
                         beyond that point.

               INT.  VIRTUCON GIFT SHOP AREA

               All the tourists head for the gift shop.  Austin notices a 
               SEVEN-FOOT-TALL SCIENTIST leaving the "RESTRICTED AREA" with 
               a FOUR-HUNDRED-POUND FEMALE SCIENTIST.  They both wear 
               Virtucon coveralls.

                                     AUSTIN
                         I'll take him, you take her.

               The seven-foot-tall male scientist goes to the men's room; 
               the four-hundred-pound woman goes to the ladies room.  Austin 
               and Vanessa follow.

               We hear from inside either washroom the sound of PEOPLE BEING 
               KNOCKED OUT.

               Austin and Vanessa exit wearing the scientists' coveralls 
               over their clothes.  Magically, the coveralls fit perfectly.   
               They go through the doors into the restricted area.

               INT.  HALLWAY - RESTRICTED AREA

               They approach the security GUARD.

                                     VANESSA
                         Austin, we don't look anything like 
                         our photo badges.

                                     AUSTIN
                         Don't worry, baby.  I picked up a 
                         mind control technique during my 
                         travels to India.  I learned it from 
                         my guru, the late Guru Shastri, a 
                         chaste man who mysteriously died of 
                         a disease that had all the hallmarks 
                         of syphilis.

               Just watch me.  Watch me, now.

               They reach the guard.

                                     GUARD
                         Hi, folks.  You're entering a 
                         restricted zone.  Can I see your 
                         security badges?

                                     AUSTIN
                         Sure.

               They flash their security badges to the guard.

               ANGLE ON AUSTIN.  WE PUSH IN SLOWLY AS AUSTIN CONCENTRATES, 
               RAISING ONE EYEBROW AND THEN THE

               other, back and forth.

               MUSIC:  Mystical Indian sitar.

                                     AUSTIN
                              (hypnotist-like)
                         Everything seems to be in order.

                                     GUARD
                              (looking at the badges)
                         Hey, wait a minute&emdash;

               ANGLE ON AUSTIN.  He redoubles his eye-brow-raising.

                                     GUARD
                              (trance-like, in 
                              Austin's English 
                              accent)
                         Everything seems to be in order.

                                     VANESSA
                         That's amazing.  Let's go!

                                     AUSTIN
                         Hold on one second.

               Austin again does his mind control trick.

                                     AUSTIN
                         Here, have a piece of gum.

                                     GUARD
                              (in trace)
                         Here, have a piece of gum.

               He hands Austin a piece of gum.

                                     AUSTIN
                         Don't mind if I do.

                                     GUARD
                              (slipping out of trance)
                         Hey!  Wait a minute, that's my last 
                         piece of gum.

               Austin does his mind-control again.

                                     AUSTIN
                         No, no, I want you to have it, even 
                         if it's my last piece.

                                     GUARD
                              (trance-like)
                         No, no, I want you to have it, even 
                         if it's my last piece.

                                     AUSTIN
                              (mind-controlling)
                         I'm going to go across the street 
                         and get you some sherbert.

                                     VANESSA
                              (irritated)
                         Austin, we have to go!

               She pulls him away.

                                     GUARD (O.S.)
                              (faintly)
                         I'm going to go across the street 
                         and get you some sherbert.

               Austin and Vanessa come to a door marked "PROJECT VULCAN - 
               TOP SECRET."  They walk through.

               INT.  PROJECT VULCAN RESEARCH ROOM

               Inside, SCIENTISTS wearing head-to-toe radiation suits 
               surround and inspect a huge diamond-encrusted drill bit.

                                     SCIENTIST
                         This is the strongest, sharpest drill 
                         bit ever produced by man.  It weighs 
                         fifteen metric tones and can bore 
                         through a mile-thick bedrock of solid 
                         granite in seven seconds.

               INT.  VIRTUCON GIFT SHOP AREA - TOUR TRAM

               A SECURITY GUARD and the tour guide take a head count.  They 
               notice Austin and Vanessa's empty seats on the tram.  The 
               guard speaks into his walkie-talkie.

               INT.  PROJECT VULCAN RESEARCH ROOM

               SFX:  ALARM GOES OFF

                                     ANNOUNCER
                              (on PA)
                         Attention, there are intruders in 
                         the complex.

               All the radiation suited scientists turn to look at Austin 
               and Vanessa.

                                     SCIENTIST
                         Get them!

               The scientist approach.  Austin knocks two of them out cold 
               with judo chops.

                                     AUSTIN
                         Judo chop!  Judo chop!

               Vanessa knocks two of them out using roundhouse kicks.  
               SECURITY GUARDS flood into the room from the hallway.  Austin 
               and Vanessa take off through another side door which reads 
               "VIRTUCON

               STEAMROLLER TESTING FACILITY."

               INT.  STEAMROLLER TESTING FACILITY

               It is a room the size of a large gymnasium overseen by a 
               large observation booth.  Six STEAMROLLER go around a test 
               track very slowly.

               Austin and Vanessa hide behind one of the slowly moving 
               steamrollers.  Security guards enter the facility and begin 
               fanning out in a search.

                                     AUSTIN
                         Our only way out of here is to drive 
                         out!

               They climb up the back of a steamroller, KNOCK OUT the DRIVER, 
               push him off, and assume the controls.

                                     P.A. (O.S.)
                         There they are!

               Two SECURITY GUYS jump on either side of the steamroller.  
               Vanessa wrestles the machine gun off on and pushes him away.  
               Austin punches the other one off.

                                     AUSTIN
                         Hang on!  I'm going to floor it!

               He engages a lever.  It goes only slightly faster.

               TWO SECURITY GUARDS jump in front of the steamroller.  They 
               are acting like they're frozen, ad if in the headlights of a 
               fast-approaching car.

                                     GUARD
                         Noooooooooooooo!

                                     AUSTIN
                         Where did you learn to shoot?

                                     VANESSA
                         Where did you learn to drive?

               ANGLE ON THE GUARDS.  ONE OF THE GUYS JUMPS OUT OF THE WAY 
               AS IF "IN THE NICK OF TIME."  THE

               steamroller is now 8 yards away.  The other army guy is still 
               frozen in the path of the oncoming steamroller.

                                     GUARD
                         Noooooooooooooo!

                                     VANESSA
                         Austin, watch out!

                                     AUSTIN
                              (looking around)
                         Where?  Where?

               ANGLE ON THE GUARD.  HE'S BATHED IN THE HEADLIGHTS OF THE 
               STEAMROLLER, WHICH IS STILL 3 YARDS

               away.

                                     GUARD
                         Noooooooooooooo!

               ANGLE ON AUSTIN AND VANESSA.  AUSTIN IS FRANTICALLY JERKING 
               THE STEERING WHEEL AND TRYING TO

               downshift.  SFX:  Metal grinds.  The shifter breaks off along 
               with a gaggle of wares.  He desperately jams on the breaks.

               ANGLE ON THE GUARD.  HE IS FINALLY RUN OVER BY THE 
               STEAMROLLER.  THERE IS AN INORDINATE AMOUNT OF

               blood and guts.

               By now, Austin and Vanessa are right by the door.  They run 
               out into the hallway.

               INT.  HALLWAY

               The coast is clear.

                                     VANESSA
                         Thank God, Austin, we made it.

                                     AUSTIN
                         Yes, act naturally and we'll split 
                         this scene the way we came in, 
                         Vanessa.

               From behind, a HAND knocks Vanessa and Austin out.  It is 
               Random Task flanked by four SECURITY

               GUARDS.

               INT.  STEAMROLLER TESTING FACILITY

               We see the aftermath.  Several WORKMEN sweep up the blood 
               and guts with large squeegees and brooms.  One of them turns 
               to reveal "Steamroller Accident Response Team" written on 
               his jumpsuit.

               Another WORKMAN leans down to the body with a hand broom and 
               dust pail to sweep up blood.  ZOOM IN on the steamrolled 
               Army guy's ID tag, which reads "STEVE HARWIN."

               EXT.  SUBURBAN HOUSE - LOS ANGELES

               It is a pleasant, Marcus Welby-like ranch-style house.  We 
               hear a PHONE RINGING.

               INT.  KITCHEN

               A pleasant-looking MIDDLE AGED LADY answers the phone.

                                     MIDDLE AGED LADY
                         Hello?
                              (pause)
                         Yes, this is Mrs. Harwin.
                              (pause)
                         Yes, I have a son named Steve Harwin.
                              (pause)
                         Yes, that's right, he's a henchman 
                         in Dr. Evil's Private Army.
                              (pause)
                         What?  Killed?
                              (pause)
                         How?
                              (pause)
                         Run over by a steamroller?  Oh my 
                         God.  Thank you for calling.

               She HANGS UP.  A FOURTEEN-YEAR-OLD enters.

                                     FOURTEEN-YEAR-OLD
                         Hi Mom!  When's Steve coming home?  
                         He said he was going to teach me to 
                         play ball.

                                     MRS. HARWIN
                         Sit down, Billy, I have some bad 
                         news.  As you know, your brother 
                         Steven was a henchman in Dr. Evil's 
                         Private Army.

                                     BILLY
                         Was?  What is it, Mom?

                                     MRS. HARWIN
                         Your brother was run over by a 
                         steamroller.

                                     BILLY
                         A steamroller?
                              (bursting into tears)
                         No, not Steve!  Since Dad died, 
                         Steve's been like a father to me.

                                     MRS. HARWIN
                         I'm sorry son.  People never think 
                         how things affect the family of the 
                         henchman.
                              (hugging him)
                         I love you, Billy.
                              (to herself, out loud)
                         I wonder if we'll be able to receive 
                         Steve's henchman's comp.

               CAMERA PANS to a high-school photograph of Steve on the wall.

               INT. PSYCHEDELIC SCENE BREAK

               MUSIC:  Psychedelic Wa-wa Pedal Funky Drummer Beat

               TITLE GRAPHIC:  The Pad Austin and the go-go girl dance 
               crazily.

               EXT.  VEGAS - HIGHWAY

               We see a Virtucon electric minivan humning along.

               INT.  BACK OF ELECTRIC MINIVAN

               Austin and Vanessa are unconscious.

               EXT.  HIGHWAY

               The electric minivan turns onto a dirt road that leads to a 
               boulder.

               EXT.  DESERT - BOULDER

               The boulder lifts up and the minivan drives into it.

               INT.  UNDERGROUND TUNNEL

               The minivan enters a long cylindrical tunnel.

               INT.  FREIGHT ELEVATOR

               The minivan is being lowered on a high-speed elevator.

               INT.  DR. EVIL'S MAIN CHAMBER

               VIRTUCON ARMY MEMBERS keep watch.  SCIENTISTS check 
               clipboards.

                                     DR. EVIL
                         Frau Farbissina, check on our guests.

               The electric minivan pulls up right next to the immense table.  
               All the evil associates are present.  Dr. Evil squeezes a 
               tennis ball repeatedly.  Frau Farbissina opens the rear hatch 
               of the minivan and pulls out Austin and Vanessa.

                                     DR. EVIL
                         Welcome to my underground lair, Mr. 
                         Powers.  Mrs. Kensington's daughter, 
                         how lovely.  I believe your name is 
                         Vanessa?  I'd shake your hands, except 
                         for obvious reasons.

                                     VANESSA
                         I don't understand.

                                     DR. EVIL
                         My hand, dammit!  Look at it!

                                     AUSTIN
                         What's wrong with your hand?

                                     DR. EVIL
                         Don't try to suck up to me!  It's a 
                         little late for that.  I'm a freak!

               Look at it, it's been rendered useless.

               He moves his arm around to show them, but it's virtually 
               normal, just slightly aged.

                                     AUSTIN
                         I'm sorry, baby, I'm just not grocking 
                         your head space.

                                     DR. EVIL
                         Oh forget it.  As a fellow player on 
                         the international stage, Mr. Powers, 
                         I'm sure you'll enjoy watching the 
                         curtain fall on the third and final 
                         act.

               A large telescreen comes on, showing the United Nations Secret 
               Meeting Room.

                                     DR. EVIL
                         Gentlemen, I give you the Vulcan.

               He presses a button on his chair panel.  A giant canvas falls, 
               unveiling an ultra-high tech diamond-bladed subterranean 
               bore&emdash; the VULCAN.  It is rather phallic.

                                     AUSTIN
                              (under his breath to 
                              Vanessa)
                         Does that make you horny?

                                     VANESSA
                              (under her breath)
                         Not now, Austin.

                                     DR. EVIL
                         The world's most powerful subterranean 
                         drill.

               INT.  UNITED NATIONS SECRET MEETING ROOM

               ON SCREEN:  Stock footage of volcanoes erupting and animated 
               charts of magma squirting through the Earth's layers.

                                     DR. EVIL
                              (voice over)
                         So powerful it can penetrate the 
                         Earth's crust, delivering a 50 kiloton 
                         nuclear warhead into the planet's 
                         hot liquid core.  Upon detonation, 
                         every volcano on the planet will 
                         erupt.

               The various representatives are ABUZZ.  Behind the British 
               delegation sits Basil Exposition.  To his right, sits Mrs. 
               Exposition with a hideous BLACK EYE.

                                     AMERICAN UN REPRESENTATIVE
                         Why should we pay him the money?  
                         He's only got one warhead and he's 
                         going to detonate it deep underground.

                                     BASIL EXPOSITION
                              (the light shifts 
                              towards dramatic as 
                              he speaks)
                         My God, man, don't you understand?  
                         It won't just be active volcanoes, 
                         inactive ones will erupt as well.  
                         Seven-eighths of the Earth's land 
                         mass will be deluged with hot magma.  
                         Tectonic plates will shift, causing 
                         massive earthquakes.  Imagine no 
                         United Kingdom.  Think of it, no 
                         cricket, no tea, no freshly toasted 
                         crumpets smothered with Devonshire 
                         clotted cream, the diving mystery of 
                         Stonehenge.  Imagine severing forever 
                         the continuity of Britannic majesty, 
                         the demise of this sceptered isle, 
                         this jewel, this England...

                                     BRITISH UN REPRESENTATIVE
                         Any word from Powers?

                                     BASIL EXPOSITION
                              (back to normal)
                         I'm afraid we've lost contact with 
                         him.

                                     BRITISH UN REPRESENTATIVE
                         I see.

                                     UNITED NATIONS SECRETARY
                         Dr. Evil, it seems we have no choice 
                         but to pay your ransom.

               INT.  DR. EVIL'S MAIN CHAMBER

                                     DR. EVIL
                         Gentlemen, your deadline is in three 
                         hours.  You have your instructions.

               Good-bye.

               The screen goes BLACK.

                                     DR. EVIL
                         Come join us for dinner, won't you 
                         Mr. Powers?

               INT.  DR. EVIL'S PRIVATE QUARTERS

               Austin and Vanessa are seated at a table with Frau.  WAITERS 
               serve food.

               MUSIC:  Sexy Matt Helm-type theme

                                     DR. EVIL
                         I think you'll enjoy the food.  I 
                         have the best chef in the world.  
                         His name is Ezekial.  He's made of 
                         seventy-five percent plastic.

               Scott enters.

                                     DR. EVIL
                         Scott my boy, come here.  How was 
                         your day?

                                     SCOTT EVIL
                         Well, me and a buddy went to the 
                         video arcade in town and, like, they 
                         don't speak English right, and so my 
                         buddy gets into a fight, and he goes 
                         'hey, quit hassling me cause I don't 
                         speak French or whatever', and the 
                         other guy goes something in Paris 
                         talk, and I go 'um, just back off' 
                         and he goes 'get out' and I go 'make 
                         me'.

                                     DR. EVIL
                              (trying to hide 
                              contempt)
                         Fascinating.  What are your plans 
                         for this evening?

                                     SCOTT EVIL
                         Thought I'd stay in.  There's a good 
                         tittie movie on Skinemax.

                                     DR. EVIL
                         And that's how you want to live your 
                         life, is it?

                                     SCOTT EVIL
                         Yeah.  What?

               ANGLE ON A PANEL OF BUTTONS THAT HAS EVERYONE'S NAMES ON IT.  
               DR. EVIL'S HAND HOVERS OVER THE

               button labeled "SCOTT."  Frau Farbissina slaps his hand away.

                                     DR. EVIL
                         Scott, I want you to meet Daddy's 
                         nemesis, Austin Powers.

                                     SCOTT EVIL
                         Why are you feeding him?  Why don't 
                         you just kill him?

                                     DR. EVIL
                         In due time.

                                     SCOTT EVIL
                         But what if he escapes?  Why don't 
                         you just shoot him?  What are you 
                         waiting for?

                                     DR. EVIL
                         I have a better idea.  I'm going to 
                         put him in an easily-escapable 
                         situation involving an overly-
                         elaborate and exotic death.

                                     SCOTT EVIL
                         Why don't you just shoot him now?  
                         Here, I'll get a gun.  We'll just 
                         shoot him.  Bang!  Dead.  Done.

                                     DR. EVIL
                         One more peep out of you and you're 
                         grounded.  Let's begin.

               A PRIVATE ARMY SOLDIER grabs Austin and Vanessa.  Dr. Evil 
               hits a button.  One whole wall slides out to reveal a tank.

                                     DR. EVIL
                         Mr. Powers, Vanessa, some friends of 
                         mine are joining us for dinner.

               They're quite delighted you'll be part of the meal.

               The soldier takes Austin and Vanessa to the tank and puts 
               them in the dipping mechanism.

                                     AUSTIN
                         Dr. Evil, do you really expect them 
                         to pay?

                                     DR. EVIL
                         No, Mr. Powers, I expect them to 
                         die.  Even after they pay me the 
                         money, I'm still going to melt all 
                         the cities of the world with hot 
                         magma.
                              (to guard)
                         All right, guard, begin the 
                         unnecessarily Slow-Moving Dipping 
                         Mechanism.

               The guard do so.  Austin and Vanessa begin to descend slowly 
               towards the surface of the water.

                                     DR. EVIL
                         Release the sharks!
                              (to the room)
                         All the sharks have had laser beams 
                         attached to their heads.  I figure 
                         every creature deserves a warm meal.

                                     FRAU FARBISSINA
                              (clearing her throat 
                              nervously)
                         Dr. Evil?

                                     DR. EVIL
                         Yes, what is it?  You're interrupting 
                         my moment of triumph.

                                     FRAU FARBISSINA
                         It's about the sharks.  Since you 
                         were frozen, they've been placed on 
                         the Endangered Species List.  We 
                         tried to get some, but it will take 
                         months to clear up the red tape.

                                     DR. EVIL
                              (disappointed)
                         Right.
                              (to Austin)
                         Mr. Powers, we're going to lower you 
                         in a tank of piranhas with laser 
                         beams attached to their heads.

               Frau clears her throat again.

                                     DR. EVIL
                         What is it now?

                                     FRAU FARBISSINA
                         Well, we experimented with lasers, 
                         but you would be surprised at how 
                         heavy they are.  They actually 
                         outweighed the piranha themselves, 
                         and the fish, well, they sank to the 
                         bottom and died.

                                     DR. EVIL
                         I have one simple request&emdash; 
                         sharks with friggin' laser beams 
                         attached to their heads, and it can't 
                         be done?  Remind me again why I pay 
                         you people?

               What do we have?

                                     FRAU FARBISSINA
                         Sea bass.

                                     DR. EVIL
                         Right.

                                     FRAU FARBISSINA
                         They're mutated sea bass.

                                     DR. EVIL
                         Really?  Are they ill-tempered?

                                     FRAU FARBISSINA
                         Please allow me to demonstrate.

               Frau Farbissina throws a leg of lamb attached to a rope 
               towards the tank, where the WATER BUBBLES and sea bass arch 
               through the air.  The sea bass devour the lamb.  She pulls 
               the rope back.  The lamb has been eaten to the bare bone.

                                     DR. EVIL
                         Fine.  Whatever.  Mutated, ill-
                         tempered sea bass it is.
                              (to the room)
                         Come, let's return to dinner.  Close 
                         the tank.

                                     SCOTT EVIL
                         Aren't you going to watch them?  
                         They'll get away!

                                     DR. EVIL
                         No, we'll leave them alone and not 
                         actually witness them dying, and 
                         we'll just assume it all went to 
                         plan.

                                     SCOTT EVIL
                         I have a gun in my room.  Give me 
                         five seconds, I'll come back and 
                         blow their brains out.

                                     DR. EVIL
                         No Scott.  You just don't get it, do 
                         you?

               Dr. Evil presses a button; the wall closes back over the 
               tank.

               INT.  TANK AREA

               Austin and Vanessa slowly descend towards the water.  They 
               can see the WATER BUBBLING beneath them.

                                     VANESSA
                         What's your plan?

               Just then, a SEA BASS jumps out of the water, just missing 
               Austin.

                                     AUSTIN
                         First, I plan to soil myself.  Then, 
                         I plan to regroup and think about 
                         the next move.  Any thoughts?

                                     VANESSA
                         Sadly, no.  Hold on!  I always keep 
                         this on me just in case.

               She pulls out a container of dental floss.

                                     AUSTIN
                         All right, I get it.  I have bad 
                         teeth.  You have to understand, in 
                         Britain in the Sixties you could be 
                         a sex symbol and still have bad teeth.  
                         It didn't matter.

                                     VANESSA
                         No, no, no.  We'll use the floss to 
                         get to the ledge.

                                     AUSTIN
                         Smashing idea!  Give it to me.

               Austin takes the container and draws out four feet of dental 
               floss and spins the container above his head like a bolo.  
               He throws it and it wraps around a RADIATOR and it catches 
               like a grappling hook.

               Austin begins drawing out the floss to take up the slack.  
               Meanwhile, the slow-dipping mechanism is edging towards the 
               sea bass.  Unfortunately, Austin is still drawing out the 
               floss.  He keeps pulling out floss.

               More floss still.  The mechanism continues to sink.  Finally, 
               the floss line goes TAUT.  Austin ties it off high on the 
               pole of the slow-dipping mechanism.  Austin holds out his 
               hand like a surgeon&emdash;

               Vanessa places a tube of toothpaste in his hand.  Meanwhile 
               the guard is reaching to undo the floss.  Austin places the 
               open tube on his palm, aimed at the guard.  Vanessa WHISTLES 
               at the guard loudly.  He turns around.

                                     AUSTIN
                         Judo chop!

               Austin JUDO CHOPS the toothpaste tube, sending a stream of 
               toothpaste into the guard's eyes.

                                     GUARD
                              (screaming, rubbing 
                              his eyes)
                         My eyes!  My eyes!

               Austin folds the tube across the top of the wire, grabbing 
               both ends.

                                     AUSTIN
                         Hold on, Vanessa!

               She grabs onto him and they slide down the floss to safety 
               right as the dipping mechanism goes under the water.  
               Meanwhile, the guard waits for them with toothpaste smeared 
               all over his face.

               He and Austin STRUGGLE.

               The guard manages to get Austin pinned to the ground, Austin's 
               head dangling over the water.  SEA

               BASS circle.  The water boils, dangerously close to Austin's 
               head.

                                     VANESSA
                              (shouting)
                         Austin, watch out!

               Austin FLIPS the guard over.  The SEA BASS chew the guard's 
               head off like a blender.

                                     AUSTIN
                         Not a good time to lose one's head.

                                     VANESSA
                         Indeed.

                                     AUSTIN
                         That's not the way to get ahead in 
                         life.

                                     VANESSA
                         Yes.

                                     AUSTIN
                         It's a shame he wasn't more 
                         headstrong.

                                     VANESSA
                         Shut up.

                                     AUSTIN
                         Fair enough.

               They head out a door.  ANGLE ON THE HEADLESS TORSO.  The 
               name tag reads "JOHN SMITH."

               EXT.  HOOTERS RESTAURANT - DAY

               It is a sports bar-type restaurant that has scantily clad 
               BUSTY WAITRESSES.

               INT.  HOOTERS RESTAURANT

               At a table we see fifteen or so TWENTY-SOMETHING GUYS, 
               scouting chicks, drinking mugs of beer.

                                     GUY 1
                         I can't believe John Smith is getting 
                         married tomorrow.

                                     GUY 2
                         Where is Smittie anyways?  It's not 
                         like him to be late for anything, 
                         especially his own stag party.

                                     GUY 3
                         Well, you know he's a henchman for 
                         Dr. Evil.  Sometimes they work late.  
                         Can I just say something that may 
                         sound a little sappy?  I think it's 
                         a testament to our friend John that 
                         so many of his buddies showed up in 
                         his honor.  There's a lot of love in 
                         this room.

               A large-breasted WAITRESS approaches with a phone.

                                     WAITRESS
                         Hi, I have a phone call here for the 
                         John Smith party.

                                     GUY 1
                         Hello?
                              (pause)
                         Yes, I have a friend named John Smith.
                              (pause)
                         That's right, he's in Dr. Evil's 
                         private army.
                              (pause)
                         What?  He's dead?
                              (pause)
                         Decapitated by mutated flying sea 
                         bass?  Oh my God!  OK, thank you.

               He hangs up.

                                     GUY 2
                              (to Guy 1)
                         Hey Bill, what's wrong?  Was that 
                         John?  Is he coming late?

                                     GUY 1
                         Guys, John's not coming.

                                     GUY 2
                         Why?

                                     GUY 1
                         He was decapitated by mutated flying 
                         sea bass.

                                     GUYS
                              (upset)
                         Oh no, oh my God, etc.

                                     GUY 1
                         All right, to Smittie!

               Everyone raises their glasses.

                                     GUYS
                         To Smittie!

               INT.  PSYCHEDELIC SCENE BREAK

               MUSIC:  Psychedelic Wa-wa Pedal Funky Drummer Beat TITLE 
               GRAPHIC:  Out of Sight Austin and the go-go girl dance 
               crazily.

               INT.  CORRIDOR

               Austin and Vanessa drive a Dr. Evil golf cart down a brightly-
               lit, narrow corridor to a doorway marked "Emergency Exit."

                                     VANESSA
                         What do we do now?

                                     AUSTIN
                         We've got a freaked out square and 
                         world annihilation is his bag.  You 
                         go get help.  I'm gonna stay here 
                         and keep an eye on the bad Doctor.

                                     VANESSA
                         I'm not going anywhere.  We're a 
                         team.

                                     AUSTIN
                         Too right, youth.  That's why I need 
                         you to lead the troops.

                                     VANESSA
                         I'll hurry back.

                                     AUSTIN
                         Listen, Vanessa, whatever happens, I 
                         just want you to know that I feel 
                         bad about shagging that Italian girl.  
                         I had a sip of sake and all of the 
                         sudden, I don't know what happened.  
                         The whole time I was shagging 
                         her&emdash; I mean really shagging 
                         her, I mean it was crazy, I was like 
                         a huge mechanical piston, in and 
                         out, IN and OUT!&emdash;

                                     VANESSA
                              (cutting him off)
                         Austin, what's your point?

                                     AUSTIN
                         Anyways, what I'm trying to say is 
                         that if you want me to be a one-woman 
                         man, well, that's just groovy, 
                         because...I love you.

                                     VANESSA
                         Oh, behave!

               Vanessa goes out the door.

               INT.  LADDER

               Vanessa starts climbing up the ladder.

               INT.  CORRIDOR

               Austin tries to turn the cart around in the narrow corridor.  
               He begins a twenty-seven point turn.

               INT.  DR. EVIL'S PRIVATE QUARTERS

               Dr. Evil, Scott and the evil associates finish dinner.

                                     DR. EVIL
                         Come, everyone, let us repair to the 
                         main chamber.  Project Vulcan is 
                         about to begin.  Scott, are you 
                         coming?

                                     SCOTT EVIL
                         I don't want to.

                                     DR. EVIL
                         Don't you want to see what Daddy 
                         does for a living?

                                     SCOTT EVIL
                              (under his breath)
                         Blow me.

                                     DR. EVIL
                         What did you say?

                                     SCOTT EVIL
                         Show me.

               They all go towards a giant door with the radiation symbol 
               painted on it.

               INT.  CORRIDOR

               Austin's still trying to turn the cart around.  PULL BACK TO 
               REVEAL&emdash; The cart is completely wedged perpendicularly 
               in the corridor.  Austin jumps out and starts

               running down the hall.  Austin comes to a T in the hall and 
               goes around the corner.  He sees two GUARDS and ducks into a 
               door.

               INT.  FEMBOT LAIR

               Inside are SEVEN FEMBOTS lounging in various seductive poses 
               on Sixties furniture&emdash; egg chairs, trapezes, round 
               furry bed, etc.

               MUSIC:  Sexy Matt Helm-type theme

                                     AUSTIN
                         Hello, hello.

                                     FEMBOT
                         Hello, Mr. Powers, care to have a 
                         little fun?

                                     AUSTIN
                              (looking at his watch)
                         No, actually, I have to save the 
                         world.

               He runs towards to door to exit.  Suddenly, A PAIR OF FEMALE 
               LEGS drop and wrap around Austin's neck and lift him up.  
               His feet leave the floor.

               Another FEMBOT cartwheels up to Austin.  Nozzles pop out of 
               the tips of the Fembot's bra.

                                     AUSTIN
                         Is it cold in here?

               A cloud of multicolored gas spews from the nozzles.  Austin 
               is overcome.  The room starts to spin.

               INT.  DR. EVIL'S MAIN CHAMBER - CONTROL AREA

               Dr. Evil sits into his chair with his radiation suit on.

                                     DR. EVIL
                         Arm the probe!

               A small electric flatbed comes in carrying the nuclear 
               warhead.  A PHALANX of Dr. Evil's soldiers run beside it.  
               The cart approaches the subterranean probe and the warhead 
               is loaded up into its tail.

               INT.  FEMBOT'S LAIR

               Austin is on the bed being held down by the Fembots.  
               Psychedelic music plays.  Projected colored swirling lights 
               flash.  The Fembots swirl around seductively.

                                     AUSTIN
                              (delirious)
                         I've got to get Dr. Evil!
                              (eyes closed, fingers 
                              in his ears)
                         Margaret Thatcher naked on a cold 
                         day!  Margaret Thatcher naked on a 
                         cold day!  Margaret Thatcher naked 
                         on a cold day!

               INT.  DR. EVIL'S MAIN CHAMBER

               The (very phallic) Vulcan droops to its down position.

                                     DR. EVIL
                         Probe in place.

               TECHNICIANS in "VIRTUCON" lab coats scurry about, being 
               technical.

                                     DR. EVIL
                         Five minutes to go.  Let the 
                         penetration countdown begin.

               Dr. Evil presses a button marked "PENETRATION BEGIN."  Next 
               to it is a large button that says "ABORT."  ANGLE ON AN 
               EASTERN EUROPEAN TECHNICIAN at a microphone.

                                     EASTERN EUROPEAN TECHNICIAN
                              (on PA, very slowly, 
                              with very thick accent)
                         Five minutes and COUN-ting.

               EXT.  DESERT

               Vanessa leads fifteen COMMANDOS on ATCs across the sand.

               INT.  FEMBOT LAIR

               Two Fembots guard the door and five are on the bed in come-
               hither poses.

                                     FEMBOT
                         You can't resist us, Mr. Powers.  
                         Eventually you'll give in.

                                     AUSTIN
                         Au contraire, I think you can't resist 
                         me.

               MUSIC:  Sexy Matt Helm-type theme Austin starts his seductive 
               dance.  He does a quick head count of the Fembots, reaches 
               out of frame, pulls out eight cigarettes, put them in his 
               mouth and lights them with a blowtorch.

               He throws seven cigarettes one by one.  Each cigarette lands 
               perfectly in a different Fembot's mouth.  Austin smokes the 
               remaining cigarette.

               Austin begins to do a seductive striptease.  The Fembots are 
               aroused.  He takes off his shirt, revealing his hairy chest, 
               and focuses his sexual energy on one Fembot.

               She begins to shake violently, her head shaking back and 
               forth like in Jacob's Ladder.

               Eventually her head explodes.  Austin is now stripped down 
               to his Union Jack bikini briefs and

               turns to another Fembot.  Her head explodes.

               He takes off his shoes and throws them away cavalierly.  
               Then he tosses down his lit cigarette and grinds it with his 
               bare foot.  He gives a look of disguised pain.

               He mouths "I love you" to another Fembot.  Her head explodes.  
               He does the 'I'll call you' hand signal to yet another Fembot, 
               whose head explodes.

               Austin does a hip-thrust to another and her head explodes.  
               Austin leans over and wags his rump to the two remaining 
               Fembots.

                                     AUSITN
                         Oh, I fell over.

               Their heads explode simultaneously.  All the Fembots are 
               lying on the floor, smoking.  Just then, Vanessa enters, 
               flanked by a COUPLE OF COMMANDOS.  She surveys the scene and 
               looks at Austin in his briefs.  She's hurt.  The commandos 
               salute Austin.

                                     AUSTIN
                         It's not what it looks like, Vanessa.
                              (to the commandos)
                         At ease, boys.

                                     VANESSA
                              (glancing down)
                         Likewise.

                                     AUSTIN
                         I can explain.  They attacked me.  
                         Gas came out of her...well, and then 
                         they...and I...

                                     VANESSA
                         I believe you, Austin.  Let's go.

                                     AUSTIN
                         Hold on a tick, let me put on my 
                         togs.

               INT.  MAIN CHAMBER

               Austin and Vanessa lead FIFTEEN COMMANDOS into the chamber 
               and GUNFIRE breaks out.  Two CATWALKS run the length of the 
               chamber, meeting at the door to the control area.

               The commandos split into two groups and lob grenades at the 
               PRIVATE ARMY SOLDIERS who are guarding the stairs leading to 
               the catwalks.  They go flying.

               INT.  CONTROL AREA

               The ALARM goes off.

                                     DR. EVIL
                         Activate the blast shutters!

               Metal shutters automatically cover the windows overlooking 
               the probe mechanism.

                                     DR. EVIL
                         Launch the subterranean probe!

               The giant probe engine begins to throb and whirl.  The tip 
               of the spinning probe suddenly strikes the floor of the 
               chamber and burrows into the earth with atomic force.  Smoke 
               and debris explode upwards.  The entire chamber quakes 
               violently&emdash; eight on the Richter scale.

                                     EASTERN EUROPEAN TECHNICIAN
                         We have penetration.  Subterranean 
                         detonation&emdash; two minutes and 
                         COUN-ting.

               INT.  DR. EVIL'S MAIN CHAMBER

               Austin, Vanessa, and three commandos are pinned down behind 
               several VIRTUCON BARRELS

               INT.  CATWALK

               Another FOUR GUARDS block their way.  Austin goes to shoot, 
               but he's out of bullets.

                                     SFX:  CLICKA-CLICKA
                         Austin and Vanessa run along the 
                         catwalk towards the control room.  
                         They're directly in the path of TEN 
                         CHARGING PRIVATE ARMY SOLDIERS.

                                     AUSTIN
                         Follow me!  We're going to have to 
                         jump over the rail!

                                     VANESSA
                         Are you crazy?

                                     AUSTIN
                         Don't worry!

               ANGLE ON SIDE SHOT OF CATWALK

               They continue to run towards the guards behind some STACKED 
               BARRELS.  Two OBVIOUS STUNT DOUBLES run out from behind the 
               barrels in a continuous motion instead of Austin and Vanessa 
               and diver over the rail.

               ANGLE ON THE OTHER TEAM OF COMMANDOS

               They are making progress on the other catwalk.

               ANGLE ON AUSTIN AND VANESSA

               They have landed safely, but are surrounded by FIVE PRIVATE 
               ARMY SOLDIERS, armed to the teeth&emdash;

               one has a bazooka, one has a flamethrower, one has a Gatling 
               gun, etc.  They see Austin and throw down their weapons, 
               pulling out KNIVES.

               One of the private soldiers runs at Austin and he stabs him.  
               Another soldier runs at Austin, and Austin also stabs him.  
               A third private army soldier runs at Austin.  Austin does 
               the stabbing motion.

               SFX:  CLICKA-CLICKA

                                     AUSTIN
                         Blast!  Out of ammo.

               Vanessa unleashes a series of kicks, knocking them all out.

               INT.  CONTROL ROOM

               Austin begins to enter.

                                     VANESSA
                         Austin, I'm coming with you.

                                     AUSTIN
                         I'm going it alone this time, Vanessa.  
                         I have a follow-up visit with the 
                         Evil Doctor.

                                     VANESSA
                         I'll secure the perimeter.

               INT.  CONTROL AREA

               Austin enters the control area.  A VIRTUCON ARMY MAN fires 
               at him.  Austin returns fires, shooting up some electrical 
               equipment.  Live wires dangle dangerously.  Austin sees Mr.

               Bigglesworth running out a read door.

                                     DR. EVIL (O.S.)
                         Come, Mr. Bigglesworth!

               Austin heads for the door until he smacks into AN INVISIBLE 
               FORCE FIELD.  He turns and sees a bank of old-fashioned 
               computers labeled "DESTRUCTACON 5000".

                                     DESTRUCTACON (V.O.)
                         Good afternoon, Mr. Powers, I'm the 
                         Destructacon 5000.  I'm programmed 
                         to prevent you from progressing beyond 
                         this point.  You might as well 
                         surrender.  Resistance is futile.  
                         Your odds of survival are 23,763,273 
                         to

                                     AUSTIN
                         Well, Destructacon 5000, you have 
                         quite a head on your shoulders, I 
                         dare to coin.

                                     DESTRUCTACON (V.O.)
                         Yes, I am programmed to answer any 
                         question.

                                     AUSTIN
                         Really?  Let me ask you this.  What 
                         is love?

                                     DESTRUCTACON (V.O.)
                         That does not compute.

                                     AUSTIN
                         Why not?  It's a question.

                                     DESTRUCTACON (V.O.)
                         Love is...love is...love is...

               The computers begin to smoke.  Alarm bells ring.

                                     DESTRUCTACON (V.O.)
                         Remjack!  Remjack!
                              (singing)
                         Daisy, Daisy...
                              (faster)
                         Remjackremjackremjack!

               There is a muffled explosion.  The computer goes dark.  Austin 
               passes through the force field and heads for the door until 
               he hears&emdash;

                                     EASTERN EUROPEAN MAN
                              (on PA)
                         Subterranean detonation&emdash; one 
                         minute and COUN-ting.

               He begins looking furiously for the abort button.

                                     AUSTIN
                              (to Eastern European 
                              Man)
                         Where's the abort button?

               The Eastern European Man holds up his finger as if to say 
               'give me one second.'

                                     EASTERN EUROPEAN MEAN
                              (on PA)
                         Forty-five seconds and COUN-ting.
                              (to Austin)
                         It's right over there.

               Austin sees the abort button.  It is across the room.  Just 
               then, Random Task enters.  Austin sees him and goes to shoot 
               him, but he has run out of bullets.  Random task takes off 
               his SHOE.

               Austin makes his way across the room to the button.

               Random Task THROWS HIS SHOE.

               ANGLE ON SHOE SPINNING IN THE AIR

               The shoe HITS AUSTIN IN THE HEAD.  Austin pauses.  The shoe 
               has not killed him.  It has just hurt him slightly.

                                     AUSTIN
                         Ow!  That really hurt.  I'm going to 
                         have a lump there, you idiot!  Who 
                         throws a shoe?  You fight like a 
                         woman.

                                     EASTERN EUROPEAN MAN
                              (on PA)
                         Fifteen seconds and COUN-ting.

               Random task blocks Austin's way to the button.  He stands 
               there, menacing, missing one shoe.

               Exposed wires are everywhere.  On the counter beside Austin 
               is a Big Gulp.

                                     AUSTIN
                         Care for a drink?

               Austin throws the drink at Random Task's feet.  It lands in 
               front of him on a pile of exposed wires.  Electricity travels 
               through the Big Gulp, up Random Task's wet sock, ELECTROCUTING 
               him.

               He begins to SMOKE, and then dies.

                                     AUSTIN
                         Shocking.

                                     EASTERN EUROPEAN MAN
                         Three...two...one...

               A 50 kiloton explosion from deep in the earth rocks the 
               control area.

               EXT.  STOCK FOOTAGE MONTAGE - VOLCANOS ERUPTING

               Different volcanoes around the world.  Lava spews and flows.

               INT.  CONTROL AREA

               Austin dives in SLOW MOTION towards the abort button.  He 
               flies through the air for an inordinate length of time.

                                     AUSTIN
                              (slow motion distortion)
                         Nooooooo!

               His hand lands on the button.

                                     EASTERN EUROPEAN MAN
                              (on PA)
                         Abort.

               EXT.  STOCK FOOTAGE MONTAGE - REVERSE VOLCANO ERUPTIONS

               Lava, smoke and debris sucks back into volcanoes around the 
               world.  (Eruption footage run in reverse.)

               INT.  CONTROL ROOM

               Having saved the world, Austin picks up a MACHIEN GUN from a 
               fallen Private Army guy and runs to the door at the back, 
               chasing Dr. Evil.

               INT.  CORRIDOR

               Austin chases after Dr. Evil.

               INT.  DR. EVIL'S PRIVATE QUARTERS

               Austin bursts in, catching Dr. Evil packing a suitcase.

                                     AUSTIN
                         I've got you, Dr. Evil!

                                     DR. EVIL
                         Well done, Mr. Powers.  We're not so 
                         different, you and I.  It's true, 
                         you're British, and I'm Belgian.  
                         You have a full head of hair, mine 
                         is slightly receding.  You're thin, 
                         I'm about forty pounds overweight.  
                         OK, we are different, I'm not making 
                         a very good point.  However, isn't 
                         it ironic, Mr. Powers, that the very 
                         things you stand for&emdash; swinging, 
                         free love, parties, distrust of 
                         authority- are all now, in the 
                         Nineties, considered to

               be...evil?  Maybe we have more in common than you care to 
               admit.

                                     AUSTIN
                         No, man, what we swingers were 
                         rebelling against were uptight squares 
                         like you, whose bag was money and 
                         world domination.  We were innocent, 
                         man.  If we'd known the consequences 
                         of our sexual liberation, we would 
                         have done things differently, but 
                         the spirit would have remained the 
                         same.  It's freedom, man.

                                     DR. EVIL
                         Your freedom has cause more pain and 
                         suffering in the world than any plan 
                         I ever dreamed of.  Face it, freedom 
                         failed.

                                     AUSTIN
                         That's why right now is a very groovy 
                         time, man.  We still have freedom, 
                         but we also have responsibility.

                                     DR. EVIL
                         Really, there's nothing more pathetic 
                         than an aging hipster.

               Alotta enters.  She holds a gun to Vanessa's head.

                                     ALOTTA
                         Not so fast.

                                     DR. EVIL
                         Well, it seems the tables have turned, 
                         Mr. Powers.

               Just then, Scott Evil enters.

                                     SCOTT EVIL
                         Hey, Dad, I can take my Sega, right?

               Austin grabs Scott and puts the gun to his head.

                                     AUSTIN
                         It seems the tables have turned again, 
                         Dr. Evil.

                                     DR. EVIL
                         Not really.  Kill the little bastard.  
                         See what I care.

                                     AUSTIN
                         Man, you are one chilly square!

                                     SCOTT EVIL
                         Dad, we just made a breakthrough in 
                         group!

                                     DR. EVIL
                         I had the group liquidated, you little 
                         shit.  They were insolent.

                                     SCOTT EVIL
                         I hate you!  I hate you!  I wish I 
                         was never artificially created in a 
                         lab.

                                     DR. EVIL
                         Scott, don't say that...

               Scott runs off.  In the confusion, Vanessa KNOCKS the gun 
               out of Alotta's hands.  Alotta pulls out a knife.  Austin 
               SHOOTS the knife out of her hand.  Vanessa grabs Alotta by 
               the throat.

                                     VANESSA
                         This is for sleeping with my man, 
                         you whore!

                                     ALOTTA
                         I didn't sleep with him.

                                     VANESSA
                         I don't believe you.

                                     ALOTTA
                              (choking)
                         It's the teeth.

                                     VANESSA
                         OK, I believe you.  But you still 
                         must be chopped.

               Vanessa gives her a judo chop.

                                     VANESSA
                         Judo chop!

               Meanwhile, Dr. Evil has run to the egg shaped rocket, which 
               closes and begins to lift up through

               A HOLE IN THE CEILING.  HE RUNS IN.  ON THE WAY, HE FLIPS A 
               SWITCH WHICH SAYS "SELF-DESTRUCT -

               5:00 MINUTES."

                                     EASTERN EUROPEAN MAN (O.S.)
                              (on PA)
                         Five minutes to self-destruct and 
                         COUN-ting.

               Austin SHOOTS and misses.  Rocket exhaust pours out of the 
               hole in the ceiling.

                                     AUSTIN
                         Let's split!

               Austin and Vanessa run out the door into the...

               INT.  CORRIDOR

               They pass Number Two, who is front of an open safe, stuffing 
               his pockets with cash while the others are trying to escape.  
               Austin and Vanessa run to the main chamber...

               INT.  MAIN CHAMBER

               ...to the main corridor...

               INT.  MAIN CORRIDOR

               ...past the Fembot lair, over the wedged-in cart, to the 
               escape ladder.  They begin to climb.

               INT.  MAIN CHAMBER

               Explosions, debris, the cavern begins to collapse.

               134  STOCK FOOTAGE - DESERT FLOOR - MERCURY TEST SIGHT

               Ground caving in from an underground nuclear explosion.

               EXT.  RAFT - MIDDLE OF THE OCEAN - DAY

               Austin and Vanessa are floating in a large inflatable raft.

               FIERY DEBRIS falls in the water around them.

                                     VANESSA
                         I have something to tell you.

                                     AUSTIN
                         Lay it on me.

                                     VANESSA
                         I love you, Austin.

                                     AUSTIN
                         That's fab, because I love you, too, 
                         Vanessa.

                                     VANESSA
                         Kiss me.

                                     AUSTIN
                         Behave!

               Austin and Vanessa draw towards each other, preparing for a 
               passionate kiss.  Just as their lips are about to touch, 
               however, they are interrupted by a strong WIND and the noise 
               of a HELICOPTER OVERHEAD.  Their hair is blown all about and 
               the waves are whipped into a frenzy.

                                     AUSTIN
                         Just when things were getting 
                         interesting.

               ANGLE ON BASIL EXPOSITION WEARING SCUBA GEAR, BEING LOWERED 
               ON A ROPE FROM THE HELICOPTER.  HE

               stops just above them.

                                     BASIL EXPOSITION
                         Well, Austin, you've stopped Dr. 
                         Evil from destroying the world with 
                         his subterranean nuclear probe, and 
                         somehow you and Agent Kensington 
                         managed to escape unscathed from his 
                         evil lair.

                                     AUSTIN
                         I'd say that about sums it up, 
                         Exposition.

                                     BASIL EXPOSITION
                         Not quite, actually.  Vanessa, I 
                         have something for you.

               Basil hands Vanessa an official-looking set of leather-bound 
               credentials.

                                     BASIL EXPOSITION
                         Because of your exemplary service to 
                         Her Majesty, you are now officially 
                         an active Field Agent with all the 
                         privileges and responsibilities 
                         thereof.

                                     VANESSA
                         Thank you, Exposition.  I'm honored.

                                     AUSTIN
                         Congratulations, Field Agent 
                         Kensington!

                                     BASIL EXPOSITION
                         Austin, I have something for you as 
                         well.

               He hands him a business card.

                                     BASIL EXPOSITION
                         Here's the number of my dentist, 
                         he's first rate.  Ring him up, he'll 
                         look after you.

                                     AUSTIN
                         Thanks, Basil.  Maybe the Nineties 
                         aren't so bad after all.

                                     VANESSA
                         Oh, Austin.

               Austin and Vanessa embrace and kiss.

                                     BASIL EXPOSITION
                         Austin, now, about your next 
                         mission&emdash; Still kissing Vanessa, 
                         Austin motions with his thumbs to 
                         the pilot of the helicopter to lift 
                         Basil up.  He rises away in mid-
                         sentence.

                                     BASIL EXPOSITION
                              (rising up)
                         But, wait, I&emdash; you got me again.  
                         Oh, and Austin&emdash;

                                     AUSTIN
                              (calling out)
                         Yes Basil?

                                     BASIL EXPOSITION
                              (rising)
                         Be careful!

               Austin and Vanessa kiss again.  The helicopter blows them 
               around.  The CAMERA TILTS UP to the sky and continues to 
               rise, until we are in&emdash;

               EXT.  SPACE

               We see DR. EVIL'S CAPSULE in orbit around the Earth.

                                     DR. EVIL (V.O.)
                         I'll get you yet, Austin Powers!

               END CREDITS ROLL

               LAST CREDIT reads "SEE AUSTIN POWERS IN YOU ONLY FLOSS ONCE."

               AUSTIN POWERS LOGO

                                     ANNOUNCER (V.O.)
                         Now you can get all the Austin Powers 
                         movies in one Laser Disk box set!

               Virtucon Home Video presents "The Powers Collection."

               DISPLAY TABLE

               With five laser Disks laid out, alongside a PK-47, Austin's 
               glasses, and floss and a toothbrush.

                                     ANNOUNCER (V.O.)
                         Relive all your favorite Austin Powers 
                         movies, including...

               141  GRAINY, BLACK & WHITE CLIP

               Showing Mike as Austin Powers, with Fifties hair and suit, 
               against a rear projection of explosions and stunts from stock 
               footage.

                                     ANNOUNCER (V.O.)
                         Middle Name:  Danger.

                                     AUSTIN
                         So, Dr. Evil, do you expect the world 
                         to pay the ransom?

                                     DR. EVIL
                         No, Mr. Powers, I expect them to 
                         die.

                                     ANNOUNCER (V.O.)
                         No Austin Powers collection would be 
                         complete without some of the later 
                         hits, like...

               SEVENTIES FILM CLIP

                                     ANNOUNCER (V.O.)
                         Four Eyes Only.

               We see Austin from behind, talking to a GIRL in a bathing 
               suit.

               GIRL IN BATHING SUIT

               Oh, Austin, kiss me.

               He turns around.  It's Austin Powers, played by ROGER MOORE, 
               with the same glasses and bad teeth.

                                     ROGER MOORE
                         Oh, behave!

               He does a frightening grin, displaying the AWFUL TEETH.

                                     ANNOUNCER (V.O.)
                         We've also included some of the more 
                         obscure hits, like...

               143  VERY RUNNY COLOR FILM CLIP

                                     ANNOUNCER (V.O.)
                         From India With Affection.

               We see Austin Powers played by an INDIAN GENTLEMEN, same 
               glasses, same bad teeth.

                                     INDIAN AUSITN
                              (Indian accent)
                         Well, my good fellow, are you 
                         expecting me to pay the ransom to 
                         you, you despot?

                                     INDIAN DR. EVIL
                              (Indian accent)
                         No kind sir, I expect you to go up 
                         in the evolutionary chain.  But first, 
                         I expect you to sing.

                                     INDIAN AUSTIN
                              (singing, Indian atonal)
                         'IF MUSIC BE THE FOOD OF LOVE, LET'S 
                         BAKE A CAKE.'

               DISPLAY TABLE

                                     ANNOUNCER (V.O.)
                         All the Austin Powers adventures in 
                         one Laser Disk boxed set!

               145  CLIPS FROM MOVIE - AUSTIN IN TIGHT CLOSE-UP

                                     AUSTIN
                         Behave!

                                     THE END


Austin Powers - International Man of Mystery



Writers :   Mike Myers
Genres :   Action  Comedy


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