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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, à la Saturday Night 
               Fever.

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

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

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

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

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

               FREEZE FRAME - TECHNICOLOR BLUE TINT - TITLE CARD

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

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

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

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

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

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

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

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

                                     AUSTIN
                         Get these off to Fab Magazine right 
                         away.

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

                                     AUSTIN
                         Thanks, baby.

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

                                     AUSTIN
                              (coyly)
                         Oh, behave!

                                     SUPERMODEL 3
                         Austin, I love you!

                                     AUSTIN
                         So many women, so little time.

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

                                     MOD GIRL 1
                         It's Austin Powers!

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

               EXT.  CARNABY STREET

               Two BAD GUYS attack Austin.  He JUDO CHOPS them.

                                     AUSTIN
                         Judo chop!  Judo chop!

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

               EXT.  PHONE BOOTH

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

               EXT.  GUARD STATION - LONDON - DAY

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

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

               EXT.  PHOTO BOOTH

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

               ANGLE ON THE FILM STRIP

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

               EXT.  CARNABY STREET

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

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

               The both laugh.

               2L  FULL SCREEN INSERT - AUSTIN'S PASSPORT

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

               EXT.  CARNABY STREET - DAY

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

               EXT.  CARNABY STREET - DAY

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

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

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

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

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

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

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

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

                                     AUSTIN
                         Hello, Mrs. Kensington.

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

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

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

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

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

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

                                     AUSTIN
                         We know all that, Exposition.

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

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

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

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

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

                                     BASIL EXPOSITION
                         Good luck, Austin.

                                     AUSTIN
                         Thank you.

                                     BASIL EXPOSITION
                         Oh, and Austin&emdash;

                                     AUSTIN
                         Yes?

                                     BASIL EXPOSITION
                              (pause)
                         Be careful.

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

               EXT.  STOCK FOTTAGE - PICADILLY CIRCUS - NIGHT

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

               EXT.  ELECTRIC PSYCHEDELIC PUSSYCAT SWINGER'S CLUB - NIGHT

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

               INT.  ELECTRIC PSYCHEDELIC PUSSYCAT SWINGER'S CLUB

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

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

                                     AUSTIN
                         Hey, Mick!

                                     MICK JAGGER
                         Are you more satisfied now sexually, 
                         Austin?

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

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

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

                                     AUSTIN
                         Good on ya, man.

                                     MICK JAGGER
                         Groovy!

               FULL SCREEN INSERT

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

               9  FULL SCREEN INSERT - BILLBOARD CHART

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

               INT.  ELECTRIC PSYCHEDELIC PUSSYCAT SWINGER'S CLUB

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

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

                                     AUSTIN
                         Hey, how are you?

                                     ANDY WARHOL
                         Hungry.

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

               Austin hands Andy a can of soup.

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

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

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

                                     AUSTIN
                         Smashing!

               FULL SCREEN INSERT

               Andy Warhol's famous Soup Can painting.

               INT.  ELECTRIC PSYCHEDELIC PUSSYCAT SWINGER'S CLUB

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

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

               Austin gives a cheeky look to Mrs. Kensington.

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

                                     AUSTIN
                         In the but-tocks.

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

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

               The queen walks away.

                                     QUEEN
                              (laughing)
                         Nice buttocks.

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

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

                                     AUSTIN
                         Wait, I've got an idea.

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

                                     EVERYONE
                         Ohhh!

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

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

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

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

                                     AUSTIN
                         Where's Doctor Evil?

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

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

               INT.  CLUB - BACK ROOM

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

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

               The chair fills with a WHITE MIST.

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

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

               FREEZING BEGINNING."

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

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

               EXT.  ROOF - NIGHT

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

               EXT.  CLUB - SIDEWALK - NIGHT

               PEOPLE outside the club react to the rocket.

               EXT.  EARTH FROM SPACE

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

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

               EXT.  NORAD - COLORADO SPRINGS, COLORADO

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

               16  FULL SCREEN - INT.  NORAD TRACKING ROOM

               A BLIP appears on the radar screen.

                                     RADAR OPERATOR
                              (on phone)
                         Commander Gilmour?

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

               COMMANDER GILMOUR, a distinguished man in his fifties.

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

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

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

                                     COMMANDER GILMOUR
                         What are you saying, son?

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

               18  SCREEN 3 - THE BOB'S BIG BOY ROCKET

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

                                     COMMANDER GILMOUR
                         Oh my God, he's back.

               DRAMATIC STING

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

                                     COMMANDER GILMOUR
                         Shut up.

                                     RADAR OPERATOR
                         Should we scramble TacHQ for an 
                         intercept?

                                     COMMANDER GILMOUR
                         What's its current position?

               19  SCREEN 4 - A RADAR MAP OF NEVADA

               On the radar screen it says "NEVADA."

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

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

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

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

               He hangs up and picks up another phone.

                                     COMMANDER GILMOUR
                              (into phone)
                         Philips.

               20  SCREEN 5 - SERGEANT PHILIPS AT HIS DESK

               SERGEANT PHILIPS picks up the phone.

                                     COMMANDER GILMOUR
                         Call the President

               SCREEN 6 - THE WHITE HOUSE

                                     COMMANDER GILMOUR
                         Prepare the jet...

               22  SCREEN 7 - AN AIR FORCE JET ON A RUNWAY

                                     COMMANDER GILMOUR
                         Get my overnight bag.

               23  SCREEN 8 - AN OVERNIGHT BAG

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

               SCREEN 9 - FISH IN A TANK

               A hand enters and sprinkles fish food.

                                     COMMANDER GILMOUR
                         Not too much!

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

                                     COMMANDER GILMOUR
                         I'm going to London, England.

               EXT.  MINISTRY OF DEFENSE - LONDON, ENGLAND

               GRAPHIC:  LONDON, ENGLAND - MINISTRY OF DEFENSE

               MUSIC:  "RULE BRITANNIA"

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

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

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

                                     COMMAND GILMOUR
                         Outstanding re-cap, Exposition.

               Command Gilmour opens a vault door.  COLD MIST escapes.

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

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

               TRAVOLTA."

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

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

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

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

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

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

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

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

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

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

               INT.  EXAMINATION AREA

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

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

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

               He PEES for a while, then a little longer.

               And then EVEN LONGER STILL.

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

               He is still PEEING.

               Finally, it STOPS.

                                     FEMALE ANNOUNCER (PA)
                         Evacuation com...

               He begins PEEING again.

               A little LONGER.

               Then in short staccato BURSTS.

               The it STOPS.  Pause.

               Two DRIPS.

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

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

                                     AUSTIN
                              (weakly)
                         Where am I?

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

                                     AUSTIN
                              (shouting)
                         WHO ARE THESE PEOPLE?

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

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

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

                                     AUSTIN
                         Russian Intelligence?  Are you mad?

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

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

               hey Comrades?

                                     BASIL EXPOSITION
                         We won, Austin.

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

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

                                     BASIL EXPOSITION
                         It's Dr. Evil.

                                     AUSTIN
                         When do I begin?

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

                                     AUSTIN
                         You mean Mrs. Kensington?

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

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

               She sets down a huge stack of files.

                                     BASIL EXPOSITION
                         Vanessa's one of our top agents.

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

               There is an uncomfortable SILENCE.

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

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

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

                                     VANESSA
                         My mother's told me all about you.

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

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

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

                                     AUSTIN
                         Thank you, Exposition.

                                     BASIL EXPOSITION
                         Oh, and Austin&emdash;

                                     AUSTIN
                         Yes?

                                     BASIL EXPOSITION
                         Be careful.

                                     AUSTIN
                         Thanks.

               Basil exits.

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

               Austin and Vanessa wait at the window.

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

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

                                     CLERK
                              (reading)
                         Danger Powers, personal effects.

                                     AUSTIN
                         Actually, my name's Austin Powers.

                                     CLERK
                         It says here, name Danger Powers.

                                     AUSTIN
                         Danger's my middle name.

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

                                     AUSTIN
                              (embarrassed)
                         That's not mine.

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

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

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

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

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

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

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

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

                                     AUSTIN
                              (excited)
                         My jumbo jet?  Smashing baby.

               EXT.  PLANE TAKING OFF - DAY

               We see a plane taking off in silhouette.

               EXT.  PLANE IN FLIGHT - DAY

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

               INT.  PRIVATE PSYCHEDELIC JET

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

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

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

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

                                     VANESSA
                         I beg your pardon?

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

                                     VANESSA
                         Excuse me?

                                     AUSTIN
                         My wedding tackle.

                                     VANESSA
                         I'm sorry?

                                     AUSTIN
                         My meat and two veg.

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

                                     AUSTIN
                         Have you ever made love to a Chigro?

                                     VANESSA
                         A Chigro?

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

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

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

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

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

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

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

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

               FLIGHT ATTENDANT

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

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

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

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

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

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

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

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

                                     VANESSA
                         Sure.

                                     AUSTIN
                         Do I make you horny?

                                     VANESSA
                         What?

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

                                     VANESSA
                         I hope this is part of the unfreezing 
                         process.

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

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

               Austin is oblivious.

                                     AUSTIN
                         What's you point, Vanessa?

               EXT.  PLANE IN FLIGHT - NIGHT

               Austin's plane.  Time has passed.

               IINT. PRIVATE JET - NIGHT

               Vanessa's lap-top BEEPS.

                                     COMPUTER VOICE
                         You've got mail!

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

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

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

                                     AUSTIN
                         Thank you, Exposition.

                                     BASIL EXPOSITION
                         Oh, and Austin&emdash;

                                     AUSTIN
                         Yes?

                                     BASIL EXPOSITION
                         Be careful.

               Vanessa closes her lap-top.

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

               bean-bags in the upright position.

               Austin and Vanessa fasten the seatbelts on their bean bags.

               EXT.  AIRPLANE LANDING - NIGHT

               We see a plane's lights landing at night.

               ZOOM CUT TO:

               INT.  PSYCHEDELIC SCENE BREAK

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

               The sequence lasts five seconds and is very groovy.

               EXT.  LAS VEGAS MONTAGE - NIGHT

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

               GRAPHIC:  1997, SOMEWHERE IN NEVADA

               INT.  DR. EVIL'S PRIVATE QUARTERS

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

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

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

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

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

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

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

               ANGLE ON MR. BIGGLESWORTH

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

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

                                     DR. EVIL
                              (face unseen)
                         Silence!

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

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

                                     MUSTAFA
                              (blood-curdling scream)
                         Ahhhhhhhhh!

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

               MUSTAFA'S SCREAMS ECHO FAINTLY

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

               scar on his cheek.

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

               More muffled SCREAMS.

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

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

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

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

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

               He picks up a white phone and MURMURS into it.

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

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

                                     DR. EVIL
                         Right.  Okay.  Moving on.

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

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

               ANGLE ON FRAU FARBISSINA

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

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

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

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

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

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

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

               Around PATTY O'BRIENS WRIST is a charm bracelet.

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

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

               Everyone in the room tries to keep a straight face.

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

               They cannot contain their LAUGHTER.

                                     PATTY O'BRIEN
                              (angry)
                         What?

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

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

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

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

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

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

               The thirty-eight states illuminate on the map.

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

               A steel mill miniature illuminates in Cleveland.

                                     NUMBER TWO
                         Shipping in Texas.

               A ship off the coast of Texas illuminates.

                                     NUMBER TWO
                         Oil refineries in Seattle.

               An oil refinery illuminates in Seattle.

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

               The miniature model factory lights up in Chicago.

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

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

               There is an uncomfortable silence.

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

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

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

               There is another uncomfortable silence.

                                     NUMBER TWO
                         Umm, that also has already happened.

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

               There is an uncomfortable pause.

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

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

               There is another uncomfortable pause.

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

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

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

                                     DR. EVIL
                         Yes.

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

                                     DR. EVIL
                         My son?

                                     FRAU FARBISSINA
                         Yes.
                              (calling out)
                         Scott!

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

                                     SCOTT EVIL
                         Hi.

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

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

               EXT.  JAGUAR - DRIVING - VEGAS - DAY

               Vanessa and Austin drive in his perfectly-preserved Jag.

                                     AUSTIN
                         You've preserved my Jag!  Smashing!

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

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

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

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

                                     AUSTIN
                         Why?  What's wrong with my teeth?

               EXT.  VEGAS HOTEL - NIGHT

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

               INT.  VEGAS HOTEL ROOM

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

                                     AUSITN
                         Which side of the bed do you want?

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

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

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

               They both laugh.

                                     VANESSA
                         Let's unpack.

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

                                     AUSTIN
                         Gor blimey, nerd alert.

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

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

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

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

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

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

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

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

                                     VANESSA
                              (suffering)
                         I'm sure.

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

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

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

               Austin covers the mouthpiece and whispers to Vanessa.

                                     AUSTIN
                         I got her answering machine.

               INT.  CASINO

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

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

                                     VANESSA
                         Here, use mine.

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

               INT.  CASINO

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

                                     AUSTIN
                         Do you mind if I join you?

                                     NUMBER TWO
                         Not at all.

               The DEALER deals.

                                     DEALER
                         Seventeen.

               Zoom in on Number Two's eyepatch.

               NUMBER TWO'S MONOCULAR POV

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

                                     NUMBER TWO
                         Hit me.

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

                                     NUMBER TWO
                         I like to live dangerously.

               The dealer draws a card from the card shoe.

                                     DEALER
                         Four.  Twenty-one.

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

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

               NUMBER TWO'S POV

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

                                     NUMBER TWO
                         I'll stay.

                                     DEALER
                              (to Austin)
                         Sir?

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

               AUSTIN'S POV

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

                                     DEALER
                              (to Austin)
                         Sir?

                                     VANESSA
                              (quietly)
                         What's wrong?

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

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

                                     DEALER
                         Sir, the table is waiting.

                                     AUSTIN
                              (panicking)
                         Uh, hit me.

               The table MURMURS.

                                     DEALER
                         On an eighteen, sir?

                                     AUSTIN
                         Yes, I also like to live dangerously.

               The dealer deals him the ten.

                                     NUMBER TWO
                         You're very brave.

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

               Vanessa is mortified.

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

                                     NUMBER TWO
                         My name is Number Two.

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

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

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

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

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

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

                                     AUSTIN
                         Peace, baby.

               Austin and Vanessa leave.

               INT.  CASINO

                                     VANESSA
                         Why did you leave so soon?

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

               He heads to the rest room.

               INT.  HIGH ROLLERS TABLE - CASINO

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

               INT.  BATHROOM - CASINO

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

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

                                     AUSTIN
                         Too right, youth.

               INT.  BATHROOM STALL

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

                                     AUSTIN
                              (grunting)
                         Uh, uh!

               INT.  TEXAN'S STALL

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

               GRUNTING.

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

               INT.  AUSTIN'S STALL

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

                                     PATTY O'BRIEN
                              (groaning)
                         Ughhhhh...

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

                                     AUSTIN
                         Who does Number Two work for?

               INT.  TEXAN'S STALL

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

               INT.  AUSITN'S STALL

                                     AUSTIN
                         Who does Number Two work for?

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

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

               INT.  TEXAN'S STALL

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

               INT.  AUSTIN'S STALL

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

               INT.  BATHROOM

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

                                     TEXAN
                         Jesus Christ, what did you eat?

               ANGLE ON THE FLOOR OF AUSTIN'S STALL

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

               INT.  PSYCHEDELIC SCENE BREAK

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

               EXT.  VEGAS HOTEL - MORNING

               INT.  HOTEL SUITE - DAY

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

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

                                     VANESSA
                              (into phone)
                         Hello Mum?

               INT.  MRS. KENSINGTON'S HOUSE - LONDON

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

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

                                     VANESSA (V.O.)
                         Great.

                                     MRS. KENSINGTON
                         How's Austin?

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

                                     MRS. KENSINGTON
                         You didn't...

               INT.  HOTEL SUITE

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

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

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

                                     VANESSA
                         Why?

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

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

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

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

                                     VANESSA
                         What about his teeth?

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

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

                                     VANESSA
                         I just don't see it.

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

                                     VANESSA
                         Did you ever...

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

                                     VANESSA
                         Did you ever want to?

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

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

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

                                     VANESSA
                         You didn't answer my question, Mum.

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

               I will always love him.

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

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

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

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

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

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

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

                                     VANESSA
                         Why?

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

               EXT.  VIRTUCON MAIN ENTRANCE - DRIVEWAY - DAY

               THROUGH BINOCULAR POV CUT-OUTS

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

               EXT.  LAS VEGAS - BUSHES

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

                                     VANESSA
                         A limousine has just pulled up.

                                     AUSTIN
                         Let me see.

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

               EXT.  VIRTUCON MAIN ENTRANCE

               TELEPHOTO LENS POV

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

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

               FREEZE FRAME.  SFX:  Camera motor drive.

               EXT.  BUSHES

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

                                     VANESSA
                         How do you know?

                                     AUSTIN
                         I never forget a pussy...cat.

               EXT.  FRONT ENTRANCE

               TELEPHOTO LENS POV

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

               FREEZE FRAME.  SFX:  Camera motor drive.

               The limousine speeds off.

               EXT.  BUSHES

                                     VANESSA
                         Let's go get him!

                                     AUSTIN
                         He's too well-protected right now.

                                     VANESSA
                         We can't just sit here, Austin.

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

                                     VANESSA
                         I don't get it.

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

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

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

               He notices the way the desert light catches her beauty.

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

               Austin changes lenses and begins SNAPPING PICTURES.

                                     VANESSA
                         I hate having my picture taken.

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

               Vanessa does a few coy poses.

                                     AUSTIN
                         Go, Vanessa, go!

               Vanessa lets go a little bit more.

               WHITE CYC

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

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

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

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

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

               Vanessa is flanked by two buff MALE MODELS à la Madonna.

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

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

                                     (BEAT)
                         Going in very close now.

               He goes in closer.

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

               He throws the camera down.

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

               EXT.  LAS VEGAS STREET - BUS - NIGHT

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

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

                                     AUSTIN
                         Fancy a nibble?

                                     VANESSA
                         I couldn't have another bite.

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

               They begin to dance.

               Austin gives her roses.  Austin is wooing her.

               EXT.  LAS VEGAS STREET - NIGHT

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

               64  LAS VEGAS - SUPERIMPOSITION MONTAGE

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

               INT.  HOTEL ROOM

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

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

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

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

               We hear a SPINNING SOUND.

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

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

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

               Behind the couch, Austin mimes going down stairs.

                                     AUSTIN
                         Maybe I'll take the escalator.

               Austin mimes the smooth descent of an escalator.

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

               Austin mimes rowing a canoe behind the couch.

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

                                     AUSTIN
                         I'm sorry.

                                     VANESSA
                         Why?

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

               She laughs too much, making a SNORTING sound.

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

                                     AUSTIN
                         No, this is me in a nutshell.

               Austin mimes being trapped in a nutshell.

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

               Vanessa laughs again, SNORTING, tipsy.

                                     AUSTIN
                         You're smashed, Vanessa.

                                     VANESSA
                         I am not.

                                     AUSTIN
                         Oh, yes you are.

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

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

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

                                     AUSTIN
                         I can't.  You're drunk.

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

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

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

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

               RED LIGHT FLASHES.

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

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

                                     AUSTIN
                         Right away, Exposition.

                                     BASIL EXPOSITION
                         Where is Vanessa, by the way?

               Austin looks over at Vanessa's sleeping figure.

                                     AUSTIN
                         She's working on another lead right 
                         now.

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

                                     AUSTIN
                         Thank you, Basil.

                                     BASIL EXPOSITION
                         Oh, and Austin&emdash;

                                     AUSTIN
                              (knowing)
                         Yes?

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

                                     AUSTIN
                         Oh, yes.  Thank you.

                                     BASIL EXPOSITION
                         There's one more thing, Austin.

                                     AUSTIN
                         Yes?

                                     BASIL EXPOSITION
                         Be careful.

                                     AUSTIN
                         Thank you.

               Austin looks at Alotta's Virtucon business card.

               INT.  ALOTTA'S JAPANESE STYLE PENTHOUSE

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

                                     AUSTIN
                         Paging Dr. Freud.

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

               FULL SCREEN - DOCUMENT

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

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

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

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

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

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

                                     AUSTIN
                         And I'm spent.

               The front door opens.  It's Alotta.

                                     AUSTIN
                         You seem surprised to see me.

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

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

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

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

                                     ALOTTA
                         You may.

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

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

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

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

                                     AUSTIN
                         Behave!

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

               INT.  JAPANESE BATH

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

                                     ALOTTA
                         Come in.

                                     AUSTIN
                         I'd rather talk about Number Two.

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

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

                                     ALOTTA
                         May I wash you?

                                     AUSTIN
                         Groovy.

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

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

               trousers.

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

                                     AUSTIN
                         Or sometimes not at all.

                                     ALOTTA
                         Care for some saki?

                                     AUSTIN
                         Sak-i it to me!

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

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

                                     ALOTTA
                         How do you feel, Mr. Cunningham?

                                     AUSTIN
                         Mmmm...I feel extreme relaxation.

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

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

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

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

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

               Round the corner fudge is made.

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

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

                                     AUSTIN
                         To my health.

                                     ALOTTA
                         Kiss me.

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

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

                                     AUSTIN
                         Is it about my teeth?

                                     ALOTTA
                         Yes.

                                     AUSTIN
                         Damn.  What exactly do you do at 
                         Virtucon?

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

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

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

               She glides over to him.

               INT. PSYCHEDELIC SCENE BREAK

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

               INT.  DR. EVIL'S PRIVATE QUARTERS - DAY

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

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

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

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

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

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

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

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

                                     DR. EVIL
                         Quite impressive.

                                     FRAU FARBISSINA
                         Thank you, Herr Doctor.

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

               SFX:  60'S ELECTRONIC BUZZER

                                     NUMBER TWO
                         That would be the video feed from 
                         Kreplachistan.

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

               military vehicle.

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

               INT.  UN SECRET MEETING ROOM

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

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

               They all look up at the SCREEN.

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

               The UN representatives are confused.  Number Two COUGHS.

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

               The representatives ARGUE amongst themselves.

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

               NOW, MR. EVIL&EMDASH;

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

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

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

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

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

                                     DR. EVIL
                         Really?  So long.

               The screen goes BLANK.

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

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

               DR. EVIL & ASSOCIATES

               (LOUDER AND MORE STACCATO)

               HA-HA-HA-HA-HA!

               (louder again, and even more evil and maniacal)

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

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

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