Will Ferrell
AUSTIN POWERS: INTERNATIONAL MAN OF MYSTERY
EXT. LAS VEGAS (STOCK FOOTAGE) - 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...

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...

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...

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, Oprah

NUMBER TWO
My name is Number Two (indicating Italian woman) and
This is my Italian confidential
Secretary. Her name is Alotta... Alotta Fagina

AUSTIN
Come again?

ALOTTA
Alotta Fagina

AUSTIN
I'm just not getting it. It sounds like your
Name was a lot of...never mind
What exactly do you do, Mr. Number Two?

NUMBER TWO
That's my business

AUSTIN
If you'll excuse me, I have to go to the little boys' room. You keep your eye on the Italian bird. We'll rendezvous back at the hotel suite..

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? Who does Number Two work for?


INT. TEXAN'S STALL

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

INT. AUSTIN'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...

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 SÉRGIO MENDEZ AND BRAZIL '66
Alotta goes behind a Japanese screen. In silhouette she
Takes off her clothes and puts on a robe. She opens a pair
Of sliding doors to reveal an elaborate Japanese bath grotto

INT. JAPANESE BATH

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

ALOTTA
Come in

AUSTIN
I'd rather talk about Number Two

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

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

ALOTTA
May I wash you?

AUSTIN
Groovy

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

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

Trousers

ALOTTA
In Japan, men come first and women
Come second

AUSTIN
Or sometimes not at all

ALOTTA
Care for some saki?

AUSTIN
Sak-i it to me!

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

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

ALOTTA
How do you feel, Mr. Cunningham?

AUSTIN
Mmmm...I feel extreme relaxation

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

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

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

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

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

Round the corner fudge is made

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

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

AUSTIN
To my health

ALOTTA
Kiss me

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

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

AUSTIN
Is it about my teeth?

ALOTTA
Yes

AUSTIN
Damn. What exactly do you do at
Virtucon?

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

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

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

She glides over to him

INT. PSYCHEDELIC SCENE BREAK

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

INT. DR. EVIL'S PRIVATE QUARTERS - DAY

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

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

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

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

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

FRAU FARBISSINA
These are the latest word in android
Replicant technology. Lethal
Efficient, brutal. And no man can
Resist their charms. Send in the
Soldiers!

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

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

DR. EVIL
Quite impressive

FRAU FARBISSINA
Thank you, Herr Doctor

DR. EVIL
I like to see girls of that caliber
By caliber, I mean both the barrel
Size of their guns and the high
Quality of their character...Forget
It

SFX: 60'S ELECTRONIC BUZZER

NUMBER TWO
That would be the video feed from
Kreplachistan

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

Military vehicle

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

INT. UN SECRET MEETING ROOM

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

DR. EVIL
Gentlemen, my name is Dr. Evil

They all look up at the SCREEN

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

The UN representatives are confused. Number Two COUGHS

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

The representatives ARGUE amongst themselves

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

NOW, MR. EVIL&EMDASH;

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

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

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

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

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

DR. EVIL
Really? So long.

The screen goes BLANK

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

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

DR. EVIL & ASSOCIATES

(LOUDER AND MORE STACCATO)

HA-HA-HA-HA-HA!

(louder again, and even more evil and maniacal)

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

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

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

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

EVIL ASSOCIATES
Okay. Sure

They exit the frame awkwardly

INT. BRITISH MAKESHIFT HQ

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

We see Basil, dressed as the Vegas-era Elvis

AUSTIN
Hello, Exposition

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

AUSTIN
Thank you, Exposition. Only two
Things, scare me, and one is nuclear
War

BASIL EXPOSITION
What's the other?

AUSTIN
Excuse me?

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

AUSTIN
Carnies

BASIL EXPOSITION
What?

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

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

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

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

VANESSA
When did you find that out, Austin?

BASIL EXPOSITION
Austin did some reconnaissance work
At Alotta Fagina's penthouse last
Night

VANESSA
Oh

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

VANESSA
Yes, Virtucon runs a tour of their
Facilities every hour. I suggest we
Pose as tourists and do site-level
Reconnaissance

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

Basil waves to an extremely frail ELDERLY BRITISH LADY

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

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

Austin hauls off and PUNCHES the lady in the face

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

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

Austin begins tugging on her hair

MRS. EXPOSITION
Owww...my hair!

BASIL EXPOSITION
Get away from my mother!

VANESSA
Austin, have you gone mad?

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

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

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

AUSTIN
I'm sorry, Basil, I thought she was
A man

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

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

VANESSA
Really, Austin!

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

BASIL EXPOSITION
All right, Austin, I think you should
Go

AUSTIN
I think if everyone were honest
They'd confess that the lady looks
Exactly like a man in drag

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

AUSTIN
Yes, Basil?

BASIL EXPOSITION
Be careful

AUSTIN
Thanks

Basil escorts his mother out

VANESSA
Austin, may I have a word with you?

AUSTIN
Of course, luv

VANESSA
Listen, I know I'm just being
Neurotic, but I can't shake this
Suspicious

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

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

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

AUSTIN
Of course, I had my nine-millimeter
Automatic

VANESSA
No, did you use a condom?

AUSTIN
Only sailors use condoms, man

VANESSA
Not in the Nineties

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

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

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

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

INT. HOTEL ROOM - NIGHT

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

Comments written in beside them. Beside Jimi Hendrix we see "Deceased, Drugs"; Janis Joplin, "Deceased, Alcohol"; Mama Cass, "Deceased, Ham Sandwich".

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

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

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

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

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

Austin is genuinely frightened by this

INT. BATHROOM

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

EXT. CAR - STREETS OF LAS VEGAS - NIGHT

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

INT. CASINO BAR - NIGHT

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

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

INT. HOTEL ROOM - DAY

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

AUSTIN
Hello, luv

VANESSA
Thirty years of political and social
Upheaval. The fall of the Berlin
Wall, a female Prime Minister of
England, the abolishment of Apartheid
A fascinating tapestry of human strum
Und drang

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

VANESSA
Basil was very concerned to know
Where you were last night

AUSTIN
Out and about, doing odds and sods

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

INT. THERAPIST'S OFFICE - NEXT DAY

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

SON 1
(crying)
I love you, Dad

DAD 1
I love you, Son

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

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

DR. EVIL
Evil, actually, Doctor Evil

GROUP
Hello, Dr. Evil. Hello, Scott

SCOTT EVIL
(into it)
Hello, everybody

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

SCOTT EVIL
Well, it's kind of weird

THERAPIST
We don't judge here

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

THERAPIST
And how do you feel about that?

SCOTT EVIL
I don't wanna take over the family
Business

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

SCOTT EVIL
Not me

THERAPIST
What do you want to do, Scott?

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

DR. EVIL
An evil vet?

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

DR. EVIL
An evil petting zoo?

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

THERAPIST
We don't label people here, Scott

SCOTT EVIL
No, he's really evil

THERAPIST
Scott

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

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

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

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

The group LAUGHS

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

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

DR. EVIL
The details of my life are quite
Inconsequential

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

GROUP
Yes, of course. Go ahead, etc

DR. EVIL
Very well, where should I begin? My
Father was a relentlessly self-
Improving boulangerie owner from
Belgium with low-grade narcolepsy
And a penchant for buggery. My mother
Was a fifteen-year-old French
Prostitute named Chloe with webbed
Feet. My father would womanize, he
Would drink, he would make outrageous
Claims, like he invented the question
Mark. Sometimes he would accuse
Chestnuts of being lazy. A sort of
General malaise that only the genius
Possess and the insane lament. My
Childhood was typical

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

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

ANGLE ON THE THERAPIST AND THE GROUP. They are stunned

PSYCHEDELC SCENE BREAK

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

EXT. VIRTUCON HIGH RISE - NEXT MORNING

INT. HALLWAY - VIRTUCON

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

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

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

AUSTIN
Who?

VANESSA
You know who

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

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

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

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

The people on the tour APPLAUD

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

INT. VIRTUCON GIFT SHOP AREA

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

AUSTIN
I'll take him, you take her

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

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

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

INT. HALLWAY - RESTRICTED AREA

They approach the security GUARD

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

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

Just watch me. Watch me, now

They reach the guard

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

AUSTIN
Sure

They deliver their security badges to the guard. The two people look nothing like Austin and Vanessa

GUARD
There seems to be some kind of problem
ANGLE ON AUSTIN, WHO's REMOVED HIS GLASSES. WE PUSH IN SLOWLY AS AUSTIN CONCENTRATES
RAISING ONE EYEBROW AND THEN THE

Other, back and forth

MUSIC: Mystical Indian sitar

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



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

VANESSA
That's fantastic. Let's go!

Austin again does his mind control trick

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

GUARD
I'm going to go across the street
And get you some orange sherbert

VANESSA
(irritated)
Austin, we have to go!

Austin again does his mind control trick

AUSTIN
Here, have a piece of gum

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

He hands Austin a piece of gum

AUSTIN
Don't mind if I do

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

INT. PROJECT VULCAN RESEARCH ROOM

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

SCIENTIST
This is the strongest, sharpest drill
Bit ever produced by man. It weighs
Fifteen metric tones and can bore
Through a mile-thick bedrock of solid
Granite in seven seconds

INT. VIRTUCON GIFT SHOP AREA - TOUR TRAM

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

INT. PROJECT VULCAN RESEARCH ROOM

SFX: ALARM GOES OFF

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

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

SCIENTIST
Get them!

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

AUSTIN
Judo chop! Judo chop!

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

STEAMROLLER TESTING FACILITY."

INT. STEAMROLLER TESTING FACILITY

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

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

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

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

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

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

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

He engages a lever. It goes only slightly faster

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

GUARD
Noooooooooooooo!

AUSTIN
Where did you learn to shoot?

VANESSA
Where did you learn to drive?

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

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

GUARD
Noooooooooooooo!

VANESSA
Austin, watch out!

AUSTIN
(looking around)
Where? Where?

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

Away

GUARD
Noooooooooooooo!

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

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

ANGLE ON THE GUARD. HE IS FINALLY RUN OVER BY THE
STEAMROLLER...

INT. KITCHEN - SUBURBAN HOUSE - LOS ANGELES

... and then we see a rolling pin over some pie dough.A pleasant-looking LADY is doing this, and we hear a PHONE RINGING. She answers.

HOUSEWIFE
Hello?

EXT HOUSE

It is a pleasant, Marcus Welby-like ranch-style house. A kid arrives with his bike, and enters.

HOUSEWIFE (VO)
(pause)
Yes, this is Mrs. Harwin.
(pause)

INT Kitchen

MRS. HARWIN
Yes, my husband is a henchman In Dr. Evil's Private Army.

Cut to a framed picture of the just-crushed henchman in his uniform.

MRS. HARWIN
(pause)
What?
(pause)
Oh my God. Thank you for calling

She HANGS UP. The kid enters, opens the fridge.

FOURTEEN-YEAR-OLD
Hi Mom!

MRS. HARWIN
Sit down, Billy, I have some bad news. Your stepfather was run over by a steamroller

BILLY
But mom, since Dad left, Steve's been like a father to me!

He hugs her, crying.

MRS. HARWIN
People never think how things affect the family of the henchman.

INT. HALLWAY
Austin and Vanessa run out the door. They run out into the hallway.

VANESSA
Thank God, Austin, we made it.

AUSTIN
Allright. Stay very cool, baby.

From behind, Random Task bumps their heads together, they fall unconscious.


EXT. VEGAS - HIGHWAY

We see a Virtucon electric minivan humning along

INT. BACK OF ELECTRIC MINIVAN

Austin and Vanessa are unconscious

EXT. HIGHWAY

The electric minivan turns onto a dirt road that leads to a
Boulder

EXT. DESERT - BOULDER

The boulder lifts up and the minivan drives into it

INT. UNDERGROUND TUNNEL

The minivan enters a long cylindrical tunnel

INT. FREIGHT ELEVATOR

The minivan is being lowered on a high-speed elevator

INT. DR. EVIL'S MAIN CHAMBER

VIRTUCON ARMY MEMBERS keep watch. SCIENTISTS check
Clipboards

DR. EVIL
Frau Farbissina, check on our guests

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

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

VANESSA
I don't understand

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

AUSTIN
What's wrong with your hand?

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

Look at it, it's been rendered useless

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

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

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

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

DR. EVIL
Gentlemen, I give you the Vulcan

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

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

VANESSA
(under her breath)
Not now, Austin

DR. EVIL
The world's most powerful subterranean
Drill

INT. UNITED NATIONS SECRET MEETING ROOM

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

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

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

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

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

BRITISH UN REPRESENTATIVE
Any word from Powers?

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

BRITISH UN REPRESENTATIVE
I see

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

INT. DR. EVIL'S MAIN CHAMBER

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

Good-bye

The screen goes BLACK

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

INT. DR. EVIL'S PRIVATE QUARTERS

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

MUSIC: Sexy Matt Helm-type theme

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

Scott enters

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

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

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

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

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

SCOTT EVIL
Yeah. What?

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

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

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

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

DR. EVIL
In due time

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

DR. EVIL
I have a better idea. I'm going to
Put him in an easily-escapable
Situation involving an overly-
Elaborate and exotic death

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

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

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

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

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

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

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

DR. EVIL
No, Mr. Powers, I expect them to
Die. Even after they pay me the
Money, I'm still going to melt all
The cities of the world with hot
Magma

DR. EVIL
Release the sharks!Mr. Powers, all the sharks have had laser beams attached to their heads. I figure every creature deserves a warm meal.

NUMBER TWO
(clearing his throat nervously)
Dr. Evil?

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

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

DR. EVIL
(disappointed)
You know, I have one simple request... and that is to have sharks... with fricking laser beams attached to their heads!
Evidently, my cycloptic colleague informs me... that that can't be done. Can you remind me what I pay you people for?
Honestly, throw me a bone here. What do we have?

NUMBER TWO
Sea bass.

DR. EVIL
Right.

NUMBER TWO
They're mutated sea bass.

DR. EVIL
Really? Are they ill-tempered?

NUMBER TWO
Absolutely.

DR. EVIL
That's a start.
(to guard)
All right, guard, begin the Unnecessarily Slow-Moving Dipping
Mechanism.

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

DR. EVIL
Close the tank!

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

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

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

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

You don't.
It's no hassle.
-Knock knock.
-Who's there?
Let me tell you a little story
about a man named shh!"
Even before you start,
that was a preemptive shh!"
Just know I have a whole bag
of shh" with your name on it.

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

INT. TANK AREA

Austin and Vanessa slowly descend towards the water. They
Can see the WATER BUBBLING beneath them, and a sea bass jumps by them.

VANESSA
What's your plan?

AUSTIN
First, I plan to soil myself... then I'm going to regroup and come up with a new plan. Any thoughts?

VANESSA
Wait a minute. I always have this with me, just in case.

She pulls out a container of dental floss.

AUSTIN
All right, I get it. I have bad teeth.

VANESSA
No, Austin. The floss is to swing ourselves onto the ledge.

AUSTIN
All right. Hold on.

Austin takes the container and throws it to an upward pipe. It wraps around like a grappling hook.


AUSTIN
All right, toothpaste!

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

AUSTIN
Judo chop!

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

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

Austin folds the tube across the top of the wire, grabbing
Both ends

AUSTIN
Hold on, Vanessa!

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

He and Austin STRUGGLE

The guard manages to get Austin pinned to the ground, Austin's
Head dangling over the water. SEA BASS circle. The water boils, dangerously close to Austin's head.

VANESSA
(shouting)
Austin, watch out!

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

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

VANESSA
Indeed.

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

VANESSA
No

AUSTIN
It's a shame he wasn't more headstrong. He'll never be the head of a major corporation.

VANESSA
OK, that will do.

AUSTIN
OK.

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

EXT. HOOTERS RESTAURANT - DAY

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

INT. HOOTERS RESTAURANT

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

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

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

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

They cheer and clink their glasses.

A large-breasted WAITRESS approaches.

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

GUY 1
I'll get it.

Guy 1 is at the phone.

GUY 1
He's dead?
(pause)
Decapitated by an ill-tempered mutated sea bass?
(pause, as he gets sadder)
Yes. OK.

He hangs up and walks back to the table.

GUY 2
What's wrong? Was that John? Is he coming late?

GUY 1
John Smith is not coming

GUY 2
Why not?

GUY 1
He was decapitated by an ill-tempered mutated sea bass.

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

GUY 1
All right, to Smittie!

Everyone raises their glasses

GUYS
To Smittie!

INT. PSYCHEDELIC SCENE BREAK

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

INT. CORRIDOR

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

VANESSA
What do we do now?

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

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

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

VANESSA
I'll hurry back

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

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

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

VANESSA
Oh, behave!

Vanessa goes out the door

INT. LADDER

Vanessa starts climbing up the ladder

INT. CORRIDOR

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

INT. DR. EVIL'S PRIVATE QUARTERS

Dr. Evil, Scott and the evil associates finish dinner

DR. EVIL
Come, everyone, let us repair to the
Main chamber. Project Vulcan is
About to begin. Scott, are you
Coming?

SCOTT EVIL
I don't want to

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

SCOTT EVIL
(under his breath)
Blow me

DR. EVIL
What did you say?

SCOTT EVIL
Show me

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

INT. CORRIDOR

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

Running down the hall. Austin comes to a T in the hall and
Goes around the corner. He sees two GUARDS and ducks into a
Door

INT. FEMBOT LAIR

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

MUSIC: Sexy Matt Helm-type theme

AUSTIN
Hello, hello

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

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

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

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

AUSTIN
Is it cold in here?

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

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

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

DR. EVIL
Arm the probe!

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

INT. FEMBOT'S LAIR

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

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

INT. DR. EVIL'S MAIN CHAMBER

The (very phallic) Vulcan droops to its down position

DR. EVIL
Probe in place

TECHNICIANS in "VIRTUCON" lab coats scurry about, being
Technical

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

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

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

EXT. DESERT

Vanessa leads fifteen COMMANDOS on ATCs across the sand

INT. FEMBOT LAIR

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

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

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

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

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

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

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

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

Turns to another Fembot. Her head explodes

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

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

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

AUSITN
Oh, I fell over

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

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

VANESSA
(glancing down)
Likewise

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

VANESSA
I believe you, Austin. Let's go

AUSTIN
Hold on a tick, let me put on my
Togs

INT. MAIN CHAMBER

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

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

INT. CONTROL AREA

The ALARM goes off

DR. EVIL
Activate the blast shutters!

Metal shutters automatically cover the windows overlooking
The probe mechanism

DR. EVIL
Launch the subterranean probe!

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

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

INT. DR. EVIL'S MAIN CHAMBER

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

INT. CATWALK

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

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

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

VANESSA
Are you crazy?

AUSTIN
Don't worry!

ANGLE ON SIDE SHOT OF CATWALK

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

ANGLE ON THE OTHER TEAM OF COMMANDOS

They are making progress on the other catwalk

ANGLE ON AUSTIN AND VANESSA

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

One has a bazooka, one has a flamethrower, one has a Gatling
Gun, etc. They see Austin and throw down their weapons
Pulling out KNIVES

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

SFX: CLICKA-CLICKA

AUSTIN
Blast! Out of ammo

Vanessa unleashes a series of kicks, knocking them all out

INT. CONTROL ROOM

Austin begins to enter

VANESSA
Austin, I'm coming with you

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

VANESSA
I'll secure the perimeter

INT. CONTROL AREA

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

Bigglesworth running out a read door

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

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

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

AUSTIN
Well, Destructacon 5000, you have
Quite a head on your shoulders, I
Dare to coin

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

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

DESTRUCTACON (V.O.)
That does not compute

AUSTIN
Why not? It's a question

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

The computers begin to smoke. Alarm bells ring

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

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

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

He begins looking furiously for the abort button

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

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

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

Austin sees the abort button. It is across the room.

Austin makes his way across the room to the button



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

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



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

A 50 kiloton explosion from deep in the earth rocks the
Control area

EXT. STOCK FOOTAGE MONTAGE - VOLCANOS ERUPTING

Different volcanoes around the world. Lava spews and flows

INT. CONTROL AREA

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

AUSTIN
(slow motion distortion)
Nooooooo!

His hand lands on the button

EASTERN EUROPEAN MAN
(on PA)
Abort

EXT. STOCK FOOTAGE MONTAGE - REVERSE VOLCANO ERUPTIONS

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

INT. CONTROL ROOM

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

INT. CORRIDOR

Austin chases after Dr. Evil

INT. DR. EVIL'S PRIVATE QUARTERS

Austin bursts in, catching Dr. Evil packing a suitcase

AUSTIN
I've got you, Dr. Evil!

DR. EVIL
Well done, Mr. Powers. We're not so
Different, you and I. However, isn't
It ironic, Mr. Powers, that the very
Things you stand for&emdash;
Free love, swinging, parties are all now, in the
Nineties, considered to be...evil?

AUSTIN
No, man, what we swingers were
Rebelling against were uptight squares
Like you, whose bag was money and
World domination. We were innocent
Man. If we'd known the consequences
Of our sexual liberation, we would
Have done things differently, but
The spirit would have remained the
Same. It's freedom, baby, yeah!

DR. EVIL
Face it, freedom failed

AUSTIN
No, man, freedom didn't fail. Right now, we've got freedom and responsibility. It's a very groovy time

DR. EVIL
There's nothing more pathetic
Than an aging hipster

AUSTIN
All right, baldy.Shut your cakehole. Come on. Let's go

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

ALOTTA
Not so fast

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

Alotta keeps pushing Vanessa into the room

VANESSA
Go ahead, Austin. Don't worry about me


Just then, Scott Evil enters

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

Austin grabs Scott and puts the gun to his head

AUSTIN
It seems the tables have turned again
Dr. Evil

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

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

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

SCOTT EVIL
I hate you! I hate you! I wish I
Was never artificially created in a
Lab

Scott breaks from Austin's grip and runs away

DR. EVIL
Scott, that hurts Daddy when you say that, honestly

Number Two enters with two briefcases, one of them with a Fembot inside

DR. EVIL
Number Two. Your timing is impeccable. Go ahead. Take Mr. Powers away

Number two drops one case, points his revolver at Dr. Evil

NUMBER TWO
No

DR. EVIL
What?

NUMBER TWO
Dr. Evil, I've spent turning this two-bit evil empire... into a world-class multinational. I was going to have a cover story in Forbes. But, you, like an idiot, wanted to take over the world...
And you don't realize there is no world anymore. It's only corporations

DR. EVIL
Silence, Number Two!

NUMBER TWO
No. I've had enough of you pushing me around

Number Two takes a chair

NUMBER TWO
Mr. Powers I have a business proposition you might find very interesting

As Austin is approaching...

DR. EVIL
All right. I've had enough

Dr. Evil presses the trapdoor chair button, Number Two falls into the fiery pit

Vanessa gives Alotta a judo chop

VANESSA
Judo chop!

Meanwhile, Dr. Evil runs towards a button in the wall
A timer reading 0:30 is seen

EASTERN EUROPEAN MAN (O.S.)
(on PA)
The complex will self-destruct

Dr. Evil runs to the egg shaped rocket. Austin SHOOTS and misses. The rocket closes (the words CRYOGENIC FREEZING BEGINNING are seen in the doors) and begins to lift up through A HOLE IN THE CEILING

AUSTIN
Let's split! Let's go! This place is going to blow!

Austin and Vanessa run out the door

EXT. FOOTAGE

The Big Boy rocket lifts off again

INT. CORRIDOR
Chaos as explosions go and everyone tries to run away

EASTERN EUROPEAN MAN (O.S.)
(on PA)
The complex will self-destruct

Along the way Austin and Vanessa are met by someone....

GUARD
I brought you your orange sherbert

Austin smiles as he takes the sherbert pot, and Vanessa drags him away

INT. MAIN CORRIDOR
They jump over the wedged-in cart, to the escape ladder

AUSTIN
Come on, let's go!

They begin to climb

INT. MAIN CHAMBER

Explosions, debris, the cavern begins to collapse



EXT. DESERT

VANESSA
This way, Austin

AUSTIN
Come on, baby! It's gonna blow! Let's go. Move it!

Austin and Vanessa run towards the Shaguar, some mooks running after them. Austin jumps doing cartwheels into the car... landing in a way his crotch hits the shift stick. Close-up as he groans in pain - and again, when he changes the transmission to first gear. The Shaguar drives away

INT. MAIN CHAMBER

The timer gets to zero

STOCK FOOTAGE - DESERT FLOOR - MERCURY TEST SIGHT

Ground caving in from an underground nuclear explosion

CUT TO BLACK. TEXT READS "Three Months Later"

EXT. HOTEL
Austin is heard offscreen as a hotel at night is shown

INT. HOTEL ROOM

A messy bedroom. Austin and Vanessa are eventually seen cuddling in bed

VANESSA
I love you, Mr. Powers

AUSTIN
And I love you, Mrs. Powers

His now clean teeth shine. Austin's communicator is heard

AUSTIN
That'll be Basil Exposition

VANESSA
Ignore it, Austin. Come back to bed

AUSTIN
Duty calls, baby

Austin grabs the Casio scheduler, brings it to a desk in front of the bed, and opens it - the thing conveniently covering Austin's privates. Basil's face is seen on the screen

BASIL EXPOSITION
Hello Austin. [cringes] I hope I'm not interrupting your honeymoon

Vanessa is stretching in the background. She lies down again

AUSTIN
No, not at all, Basil

BASIL EXPOSITION
Did you get that fruit basket I sent you?

Vanessa rises, holding two pineapples in front of her breasts

VANESSA
Yes, we did, Basil, but you sent too much. I'm gonna have to send some to my mother

Austin grabs something in front of him...


AUSTIN
Oh, Don't forget these

Austin hands two melons, which cover Vanessa's... you know

BASIL EXPOSITION
Did you get my other gift?

Vanessa rises, a rack of spice shakers in front of her chest

VANESSA
We did

AUSTIN
Yes, Basil, nice rack

Austin grabs something in the table... a painting of two naked breasts

AUSTIN
But who in the world gave us this drawing? It's bizarre

He lifts the painting in front of Vanessa. She puts it in front of her boobs, and stares

BASIL EXPOSITION
As you know, Dr. Evil has escaped in his rocket... which has disappeared from our tracking system

Vanessa, gift box in her chest, sits besides Austin


AUSTIN
Hold on. Coffee?

VANESSA
Yes, please

Austin runs away, covering his junk with the box

BASIL EXPOSITION
And, Vanessa, by the way, you have been made a full agent

VANESSA
That's fantastic, Basil! Thanks!

AUSTIN (O.S.)
Milk?

VANESSA
Yes, please

Austin, the coffee pot in front of his junk, turns the milk jugs in front of Vanessa's... you know, into the coffee cups

BASIL EXPOSITION
And, Austin, Her Majesty the Queen informs me... that you are to be knighted

AUSTIN
Very shagadelic!

Austin sits in the bed besides Vanessa

BASIL EXPOSITION
The best of luck to both of you!

AUSTIN
Thanks, Basil!

BASIL EXPOSITION
(waving)
Goodbye!

Screen turns off. Vanessa puts a balloon in her mouth

AUSTIN
You know, Vanessa... I'll never forget the first time I saw you

With ellipsis, Vanessa blows the balloon, which grows increasingly phallic in front of Austin's crotch

AUSTIN
You were so incredibly beautiful... so incredibly sexy... I knew I had to have you... right then and there.Did you feel the same way?

She takes the balloon off her mouth

VANESSA
Actually, I couldn't stop staring at your teeth

AUSTIN
Oh

Vanessa releases the balloon, which deflates

Knocking on door

AUSTIN
I ordered some champagne. Come in!


The waiter enters, we only see his feet as he pushes the cart.

VANESSA (o.s.)
Lovely, Austin

AUSTIN (o.s.)
Right over there's fine. Thank you

Austin and Vanessa are now in bathrobes


VANESSA
Let's go out on the terrace. It's a beautiful night. We can look at the stars.

They kiss. The plate on the cart is opened... it's a shoe.


AUSTIN (o.s.)
Smashing idea, baby. Look at you

Eventually it closes on Random Task's face. He cricks his neck, Austin and Vanessa look. She gasps and runs.

VANESSA
Look out!

Random Task THROWS HIS SHOE

ANGLE ON SHOE SPINNING IN THE AIR

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

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

Random Task starts approaching. Austin does a Karate Kid crane stance, and goes for him. It stops as he grabs his throat and starts strangling Austin, pushing him towards the wall. Vanessa approaches with the 'Swedish-Made, Penis-Enlarger Pump'.

VANESSA
Austin!

She hands him the Pump.

AUSTIN (choking)
Honestly, it's not mine!

VANESSA
No, [pointing downwards] use it

Austin attaches the pump to Random Task's crotch, he groans. Austin pumps , making Random Task uncomfortable and eventually scream. Vanessa hits his over the head with a champagne bottle, and Random Task falls to the ground, smile on his face

Austin pushes Random Task down the hallway on the food cart he came in with (The pump still attached), with a large crash. A scream is heard. Austin slams the door behind him

AUSTIN
Smashing

Vanessa goes to the balcony, Austin follows. Both holding champagne glasses

AUSTIN
Look how beautiful the night sky is

VANESSA
Isn't that the Big Dipper?

AUSTIN
Yeah, and that looks just like Uranus. [laughs]

VANESSA
Austin...

VANESSA
I've never seen that big star before

AUSTIN
Yeah, what is that?

He stretches out a pocket telescope

TELESCOPE POV

A shiny thing is moving in the night sky.

AUSTIN (V.O.)
Good God!

Star Wars-like cut to &emdash;

EXT. SPACE

We see THE BIG BOY ROCKET in orbit around the Earth

INT. DR EVIL'S CAPSULE

Dr. Evil is covered in ice

DR. EVIL
I'm gonna get you, Austin Powers! It's fricking freezing in here, Mr. Bigglesworth!

Mr. Bigglesworth, equally frozen, meows.

END CREDITS ROLL, and show first Austin photographing Vanessa and then playing "BBC" with Ming Tea.