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Austin Powers: International Man of Mystery (1997)

by Mike Myers.
Final draft, 5/24/96.

More info about this movie on IMDb.com


FOR EDUCATIONAL PURPOSES ONLY


EXT.  LAS VEGAS (STOCK FOTTAGE) - NIGHT

GRAPHIC:  1967 - SOMEWHERE IN NEVADA

It is set against the obvious skyline of Las Vegas.

INT.  DR. EVIL'S PRIVATE QUARTERS - DAY

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

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

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

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

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

		DR. EVIL
	Mustafa...

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

		DR. EVIL
	Frau Farbissina...

ANGLE ON FRAU FARBISSINA in a severe Salvation Army uniform.

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

EXT.  CARNABY STREET - DAY

MUSIC:  Soul Bossanova by QUINCY JONES.

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

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

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

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

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

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

FREEZE FRAME - TECHNICOLOR BLUE TINT - TITLE CARD

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

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

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

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

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

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

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

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

		AUSTIN
	Get these off to Fab Magazine right
	away.

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

		AUSTIN
	Thanks, baby.

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

		AUSTIN
		(coyly)
	Oh, behave!

		SUPERMODEL 3
	Austin, I love you!

		AUSTIN
	So many women, so little time.

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

		MOD GIRL 1
	It's Austin Powers!

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

EXT.  CARNABY STREET

Two BAD GUYS attack Austin.  He JUDO CHOPS them.

		AUSTIN
	Judo chop!  Judo chop!

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

EXT.  PHONE BOOTH

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

EXT.  GUARD STATION - LONDON - DAY

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

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

EXT.  PHOTO BOOTH

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

ANGLE ON THE FILM STRIP

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

EXT.  CARNABY STREET

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

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

The both laugh.

2L  FULL SCREEN INSERT - AUSTIN'S PASSPORT

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

EXT.  CARNABY STREET - DAY

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

EXT.  CARNABY STREET - DAY

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

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

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

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

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

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

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

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

		AUSTIN
	Hello, Mrs. Kensington.

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

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

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

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

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

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

		AUSTIN
	We know all that, Exposition.

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

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

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

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

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

		BASIL EXPOSITION
	Good luck, Austin.

		AUSTIN
	Thank you.

		BASIL EXPOSITION
	Oh, and Austin&emdash;

		AUSTIN
	Yes?

		BASIL EXPOSITION
		(pause)
	Be careful.

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

EXT.  STOCK FOTTAGE - PICADILLY CIRCUS - NIGHT

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

EXT.  ELECTRIC PSYCHEDELIC PUSSYCAT SWINGER'S CLUB - NIGHT

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

INT.  ELECTRIC PSYCHEDELIC PUSSYCAT SWINGER'S CLUB

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

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

		AUSTIN
	Hey, Mick!

		MICK JAGGER
	Are you more satisfied now sexually,
	Austin?

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

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

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

		AUSTIN
	Good on ya, man.

		MICK JAGGER
	Groovy!

FULL SCREEN INSERT

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

9  FULL SCREEN INSERT - BILLBOARD CHART

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

INT.  ELECTRIC PSYCHEDELIC PUSSYCAT SWINGER'S CLUB

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

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

		AUSTIN
	Hey, how are you?

		ANDY WARHOL
	Hungry.

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

Austin hands Andy a can of soup.

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

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

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

		AUSTIN
	Smashing!

FULL SCREEN INSERT

Andy Warhol's famous Soup Can painting.

INT.  ELECTRIC PSYCHEDELIC PUSSYCAT SWINGER'S CLUB

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

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

Austin gives a cheeky look to Mrs. Kensington.

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

		AUSTIN
	In the but-tocks.

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

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

The queen walks away.

		QUEEN
		(laughing)
	Nice buttocks.

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

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

		AUSTIN
	Wait, I've got an idea.

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

		EVERYONE
	Ohhh!

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

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

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

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

		AUSTIN
	Where's Doctor Evil?

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

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

INT.  CLUB - BACK ROOM

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

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

The chair fills with a WHITE MIST.

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

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

FREEZING BEGINNING."

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

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

EXT.  ROOF - NIGHT

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

EXT.  CLUB - SIDEWALK - NIGHT

PEOPLE outside the club react to the rocket.

EXT.  EARTH FROM SPACE

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

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

EXT.  NORAD - COLORADO SPRINGS, COLORADO

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

16  FULL SCREEN - INT.  NORAD TRACKING ROOM

A BLIP appears on the radar screen.

		RADAR OPERATOR
		(on phone)
	Commander Gilmour?

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

COMMANDER GILMOUR, a distinguished man in his fifties.

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

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

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

		COMMANDER GILMOUR
	What are you saying, son?

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

18  SCREEN 3 - THE BOB'S BIG BOY ROCKET

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

		COMMANDER GILMOUR
	Oh my God, he's back.

DRAMATIC STING

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

		COMMANDER GILMOUR
	Shut up.

		RADAR OPERATOR
	Should we scramble TacHQ for an
	intercept?

		COMMANDER GILMOUR
	What's its current position?

19  SCREEN 4 - A RADAR MAP OF NEVADA

On the radar screen it says "NEVADA."

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

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

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

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

He hangs up and picks up another phone.

		COMMANDER GILMOUR
		(into phone)
	Philips.

20  SCREEN 5 - SERGEANT PHILIPS AT HIS DESK

SERGEANT PHILIPS picks up the phone.

		COMMANDER GILMOUR
	Call the President

SCREEN 6 - THE WHITE HOUSE

		COMMANDER GILMOUR
	Prepare the jet...

22  SCREEN 7 - AN AIR FORCE JET ON A RUNWAY

		COMMANDER GILMOUR
	Get my overnight bag.

23  SCREEN 8 - AN OVERNIGHT BAG

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

SCREEN 9 - FISH IN A TANK

A hand enters and sprinkles fish food.

		COMMANDER GILMOUR
	Not too much!

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

		COMMANDER GILMOUR
	I'm going to London, England.

EXT.  MINISTRY OF DEFENSE - LONDON, ENGLAND

GRAPHIC:  LONDON, ENGLAND - MINISTRY OF DEFENSE

MUSIC:  "RULE BRITANNIA"

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

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

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

		COMMAND GILMOUR
	Outstanding re-cap, Exposition.

Command Gilmour opens a vault door.  COLD MIST escapes.

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

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

TRAVOLTA."

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

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

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

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

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

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

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

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

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

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

INT.  EXAMINATION AREA

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

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

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

He PEES for a while, then a little longer.

And then EVEN LONGER STILL.

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

He is still PEEING.

Finally, it STOPS.

		FEMALE ANNOUNCER (PA)
	Evacuation com...

He begins PEEING again.

A little LONGER.

Then in short staccato BURSTS.

The it STOPS.  Pause.

Two DRIPS.

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

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

		AUSTIN
		(weakly)
	Where am I?

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

		AUSTIN
		(shouting)
	WHO ARE THESE PEOPLE?

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

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

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

		AUSTIN
	Russian Intelligence?  Are you mad?

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

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

hey Comrades?

		BASIL EXPOSITION
	We won, Austin.

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

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

		BASIL EXPOSITION
	It's Dr. Evil.

		AUSTIN
	When do I begin?

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

		AUSTIN
	You mean Mrs. Kensington?

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

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

She sets down a huge stack of files.

		BASIL EXPOSITION
	Vanessa's one of our top agents.

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

There is an uncomfortable SILENCE.

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

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

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

		VANESSA
	My mother's told me all about you.

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

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

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

		AUSTIN
	Thank you, Exposition.

		BASIL EXPOSITION
	Oh, and Austin&emdash;

		AUSTIN
	Yes?

		BASIL EXPOSITION
	Be careful.

		AUSTIN
	Thanks.

Basil exits.

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

Austin and Vanessa wait at the window.

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

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

		CLERK
		(reading)
	Danger Powers, personal effects.

		AUSTIN
	Actually, my name's Austin Powers.

		CLERK
	It says here, name Danger Powers.

		AUSTIN
	Danger's my middle name.

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

		AUSTIN
		(embarrassed)
	That's not mine.

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

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

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

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

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

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

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

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

		AUSTIN
		(excited)
	My jumbo jet?  Smashing baby.

EXT.  PLANE TAKING OFF - DAY

We see a plane taking off in silhouette.

EXT.  PLANE IN FLIGHT - DAY

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

INT.  PRIVATE PSYCHEDELIC JET

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

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

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

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

		VANESSA
	I beg your pardon?

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

		VANESSA
	Excuse me?

		AUSTIN
	My wedding tackle.

		VANESSA
	I'm sorry?

		AUSTIN
	My meat and two veg.

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

		AUSTIN
	Have you ever made love to a Chigro?

		VANESSA
	A Chigro?

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

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

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

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

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

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

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

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

FLIGHT ATTENDANT

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

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

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

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

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

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

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

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

		VANESSA
	Sure.

		AUSTIN
	Do I make you horny?

		VANESSA
	What?

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

		VANESSA
	I hope this is part of the unfreezing
	process.

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

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

Austin is oblivious.

		AUSTIN
	What's you point, Vanessa?

EXT.  PLANE IN FLIGHT - NIGHT

Austin's plane.  Time has passed.

IINT. PRIVATE JET - NIGHT

Vanessa's lap-top BEEPS.

		COMPUTER VOICE
	You've got mail!

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

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

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

		AUSTIN
	Thank you, Exposition.

		BASIL EXPOSITION
	Oh, and Austin&emdash;

		AUSTIN
	Yes?

		BASIL EXPOSITION
	Be careful.

Vanessa closes her lap-top.

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

bean-bags in the upright position.

Austin and Vanessa fasten the seatbelts on their bean bags.

EXT.  AIRPLANE LANDING - NIGHT

We see a plane's lights landing at night.

ZOOM CUT TO:

INT.  PSYCHEDELIC SCENE BREAK

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

The sequence lasts five seconds and is very groovy.

EXT.  LAS VEGAS MONTAGE - NIGHT

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

GRAPHIC:  1997, SOMEWHERE IN NEVADA

INT.  DR. EVIL'S PRIVATE QUARTERS

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

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

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

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

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

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

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

ANGLE ON MR. BIGGLESWORTH

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

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

		DR. EVIL
		(face unseen)
	Silence!

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

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

		MUSTAFA
		(blood-curdling scream)
	Ahhhhhhhhh!

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

MUSTAFA'S SCREAMS ECHO FAINTLY

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

scar on his cheek.

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

More muffled SCREAMS.

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

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

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

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

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

He picks up a white phone and MURMURS into it.

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

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

		DR. EVIL
	Right.  Okay.  Moving on.

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

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

ANGLE ON FRAU FARBISSINA

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

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

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

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

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

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

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

Around PATTY O'BRIENS WRIST is a charm bracelet.

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

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

Everyone in the room tries to keep a straight face.

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

They cannot contain their LAUGHTER.

		PATTY O'BRIEN
		(angry)
	What?

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

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

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

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

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

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

The thirty-eight states illuminate on the map.

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

A steel mill miniature illuminates in Cleveland.

		NUMBER TWO
	Shipping in Texas.

A ship off the coast of Texas illuminates.

		NUMBER TWO
	Oil refineries in Seattle.

An oil refinery illuminates in Seattle.

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

The miniature model factory lights up in Chicago.

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

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

There is an uncomfortable silence.

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

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

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

There is another uncomfortable silence.

		NUMBER TWO
	Umm, that also has already happened.

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

There is an uncomfortable pause.

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

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

There is another uncomfortable pause.

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

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

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

		DR. EVIL
	Yes.

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

		DR. EVIL
	My son?

		FRAU FARBISSINA
	Yes.
		(calling out)
	Scott!

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

		SCOTT EVIL
	Hi.

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

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

EXT.  JAGUAR - DRIVING - VEGAS - DAY

Vanessa and Austin drive in his perfectly-preserved Jag.

		AUSTIN
	You've preserved my Jag!  Smashing!

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

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

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

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

		AUSTIN
	Why?  What's wrong with my teeth?

EXT.  VEGAS HOTEL - NIGHT

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

INT.  VEGAS HOTEL ROOM

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

		AUSITN
	Which side of the bed do you want?

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

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

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

They both laugh.

		VANESSA
	Let's unpack.

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

		AUSTIN
	Gor blimey, nerd alert.

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

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

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

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

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

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

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

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

		VANESSA
		(suffering)
	I'm sure.

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

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

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

Austin covers the mouthpiece and whispers to Vanessa.

		AUSTIN
	I got her answering machine.

INT.  CASINO

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

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

		VANESSA
	Here, use mine.

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

INT.  CASINO

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

		AUSTIN
	Do you mind if I join you?

		NUMBER TWO
	Not at all.

The DEALER deals.

		DEALER
	Seventeen.

Zoom in on Number Two's eyepatch.

NUMBER TWO'S MONOCULAR POV

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

		NUMBER TWO
	Hit me.

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

		NUMBER TWO
	I like to live dangerously.

The dealer draws a card from the card shoe.

		DEALER
	Four.  Twenty-one.

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

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

NUMBER TWO'S POV

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

		NUMBER TWO
	I'll stay.

		DEALER
		(to Austin)
	Sir?

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

AUSTIN'S POV

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

		DEALER
		(to Austin)
	Sir?

		VANESSA
		(quietly)
	What's wrong?

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

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

		DEALER
	Sir, the table is waiting.

		AUSTIN
		(panicking)
	Uh, hit me.

The table MURMURS.

		DEALER
	On an eighteen, sir?

		AUSTIN
	Yes, I also like to live dangerously.

The dealer deals him the ten.

		NUMBER TWO
	You're very brave.

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

Vanessa is mortified.

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

		NUMBER TWO
	My name is Number Two.

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

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

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

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

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

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

		AUSTIN
	Peace, baby.

Austin and Vanessa leave.

INT.  CASINO

		VANESSA
	Why did you leave so soon?

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

He heads to the rest room.

INT.  HIGH ROLLERS TABLE - CASINO

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

INT.  BATHROOM - CASINO

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

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

		AUSTIN
	Too right, youth.

INT.  BATHROOM STALL

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

		AUSTIN
		(grunting)
	Uh, uh!

INT.  TEXAN'S STALL

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

GRUNTING.

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

INT.  AUSTIN'S STALL

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

		PATTY O'BRIEN
		(groaning)
	Ughhhhh...

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

		AUSTIN
	Who does Number Two work for?

INT.  TEXAN'S STALL

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

INT.  AUSITN'S STALL

		AUSTIN
	Who does Number Two work for?

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

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

INT.  TEXAN'S STALL

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

INT.  AUSTIN'S STALL

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

INT.  BATHROOM

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

		TEXAN
	Jesus Christ, what did you eat?

ANGLE ON THE FLOOR OF AUSTIN'S STALL

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

INT.  PSYCHEDELIC SCENE BREAK

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

EXT.  VEGAS HOTEL - MORNING

INT.  HOTEL SUITE - DAY

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

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

		VANESSA
		(into phone)
	Hello Mum?

INT.  MRS. KENSINGTON'S HOUSE - LONDON

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

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

		VANESSA (V.O.)
	Great.

		MRS. KENSINGTON
	How's Austin?

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

		MRS. KENSINGTON
	You didn't...

INT.  HOTEL SUITE

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

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

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

		VANESSA
	Why?

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

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

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

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

		VANESSA
	What about his teeth?

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

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

		VANESSA
	I just don't see it.

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

		VANESSA
	Did you ever...

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

		VANESSA
	Did you ever want to?

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

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

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

		VANESSA
	You didn't answer my question, Mum.

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

I will always love him.

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

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

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

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

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

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

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

		VANESSA
	Why?

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

EXT.  VIRTUCON MAIN ENTRANCE - DRIVEWAY - DAY

THROUGH BINOCULAR POV CUT-OUTS

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

EXT.  LAS VEGAS - BUSHES

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

		VANESSA
	A limousine has just pulled up.

		AUSTIN
	Let me see.

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

EXT.  VIRTUCON MAIN ENTRANCE

TELEPHOTO LENS POV

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

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

FREEZE FRAME.  SFX:  Camera motor drive.

EXT.  BUSHES

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

		VANESSA
	How do you know?

		AUSTIN
	I never forget a pussy...cat.

EXT.  FRONT ENTRANCE

TELEPHOTO LENS POV

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

FREEZE FRAME.  SFX:  Camera motor drive.

The limousine speeds off.

EXT.  BUSHES

		VANESSA
	Let's go get him!

		AUSTIN
	He's too well-protected right now.

		VANESSA
	We can't just sit here, Austin.

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

		VANESSA
	I don't get it.

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

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

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

He notices the way the desert light catches her beauty.

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

Austin changes lenses and begins SNAPPING PICTURES.

		VANESSA
	I hate having my picture taken.

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

Vanessa does a few coy poses.

		AUSTIN
	Go, Vanessa, go!

Vanessa lets go a little bit more.

WHITE CYC

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

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

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

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

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

Vanessa is flanked by two buff MALE MODELS  la Madonna.

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

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

		(BEAT)
	Going in very close now.

He goes in closer.

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

He throws the camera down.

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

EXT.  LAS VEGAS STREET - BUS - NIGHT

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

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

		AUSTIN
	Fancy a nibble?

		VANESSA
	I couldn't have another bite.

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

They begin to dance.

Austin gives her roses.  Austin is wooing her.

EXT.  LAS VEGAS STREET - NIGHT

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

64  LAS VEGAS - SUPERIMPOSITION MONTAGE

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

INT.  HOTEL ROOM

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

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

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

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

We hear a SPINNING SOUND.

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

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

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

Behind the couch, Austin mimes going down stairs.

		AUSTIN
	Maybe I'll take the escalator.

Austin mimes the smooth descent of an escalator.

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

Austin mimes rowing a canoe behind the couch.

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

		AUSTIN
	I'm sorry.

		VANESSA
	Why?

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

She laughs too much, making a SNORTING sound.

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

		AUSTIN
	No, this is me in a nutshell.

Austin mimes being trapped in a nutshell.

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

Vanessa laughs again, SNORTING, tipsy.

		AUSTIN
	You're smashed, Vanessa.

		VANESSA
	I am not.

		AUSTIN
	Oh, yes you are.

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

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

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

		AUSTIN
	I can't.  You're drunk.

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

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

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

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

RED LIGHT FLASHES.

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

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

		AUSTIN
	Right away, Exposition.

		BASIL EXPOSITION
	Where is Vanessa, by the way?

Austin looks over at Vanessa's sleeping figure.

		AUSTIN
	She's working on another lead right
	now.

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

		AUSTIN
	Thank you, Basil.

		BASIL EXPOSITION
	Oh, and Austin&emdash;

		AUSTIN
		(knowing)
	Yes?

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

		AUSTIN
	Oh, yes.  Thank you.

		BASIL EXPOSITION
	There's one more thing, Austin.

		AUSTIN
	Yes?

		BASIL EXPOSITION
	Be careful.

		AUSTIN
	Thank you.

Austin looks at Alotta's Virtucon business card.

INT.  ALOTTA'S JAPANESE STYLE PENTHOUSE

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

		AUSTIN
	Paging Dr. Freud.

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

FULL SCREEN - DOCUMENT

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

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

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

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

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

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

		AUSTIN
	And I'm spent.

The front door opens.  It's Alotta.

		AUSTIN
	You seem surprised to see me.

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

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

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

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

		ALOTTA
	You may.

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

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

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

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

		AUSTIN
	Behave!

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

INT.  JAPANESE BATH

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

		ALOTTA
	Come in.

		AUSTIN
	I'd rather talk about Number Two.

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

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

		ALOTTA
	May I wash you?

		AUSTIN
	Groovy.

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

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

trousers.

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

		AUSTIN
	Or sometimes not at all.

		ALOTTA
	Care for some saki?

		AUSTIN
	Sak-i it to me!

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

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

		ALOTTA
	How do you feel, Mr. Cunningham?

		AUSTIN
	Mmmm...I feel extreme relaxation.

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

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

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

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

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

Round the corner fudge is made.

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

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

		AUSTIN
	To my health.

		ALOTTA
	Kiss me.

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

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

		AUSTIN
	Is it about my teeth?

		ALOTTA
	Yes.

		AUSTIN
	Damn.  What exactly do you do at
	Virtucon?

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

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

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

She glides over to him.

INT. PSYCHEDELIC SCENE BREAK

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

INT.  DR. EVIL'S PRIVATE QUARTERS - DAY

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

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

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

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

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

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

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

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

		DR. EVIL
	Quite impressive.

		FRAU FARBISSINA
	Thank you, Herr Doctor.

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

SFX:  60'S ELECTRONIC BUZZER

		NUMBER TWO
	That would be the video feed from
	Kreplachistan.

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

military vehicle.

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

INT.  UN SECRET MEETING ROOM

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

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

They all look up at the SCREEN.

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

The UN representatives are confused.  Number Two COUGHS.

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

The representatives ARGUE amongst themselves.

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

NOW, MR. EVIL&EMDASH;

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

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

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

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

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

		DR. EVIL
	Really?  So long.

The screen goes BLANK.

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

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

DR. EVIL & ASSOCIATES

(LOUDER AND MORE STACCATO)

HA-HA-HA-HA-HA!

(louder again, and even more evil and maniacal)

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

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

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

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

		EVIL ASSOCIATES
	Okay.  Sure.

They exit the frame awkwardly.

INT.  BRITISH MAKESHIFT HQ

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

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

		AUSTIN
	Hello, Exposition.

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

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

		BASIL EXPOSITION
	What's the other?

		AUSTIN
	Excuse me?

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

		AUSTIN
	Carnies.

		BASIL EXPOSITION
	What?

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

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

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

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

		VANESSA
	When did you find that out, Austin?

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

		VANESSA
	Oh.

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

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

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

Basil waves to an extremely frail ELDERLY BRITISH LADY.

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

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

Austin hauls off and PUNCHES the lady in the face.

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

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

Austin begins tugging on her hair.

		MRS. EXPOSITION
	Owww...my hair!

		BASIL EXPOSITION
	Get away from my mother!

		VANESSA
	Austin, have you gone mad?

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

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

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

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

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

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

		VANESSA
	Really, Austin!

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

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

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

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

		AUSTIN
	Yes, Basil?

		BASIL EXPOSITION
	Be careful.

		AUSTIN
	Thanks.

Basil escorts his mother out.

		VANESSA
	Austin, may I have a word with you?

		AUSTIN
	Of course, luv.

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

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

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

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

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

		VANESSA
	No, did you use a condom?

		AUSTIN
	Only sailors use condoms, man.

		VANESSA
	Not in the Nineties.

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

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

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

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

INT.  HOTEL ROOM - NIGHT

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

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

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

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

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

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

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

Austin is genuinely frightened by this.

INT.  BATHROOM

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

EXT.  CAR - STREETS OF LAS VEGAS - NIGHT

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

INT.  CASINO BAR - NIGHT

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

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

INT.  HOTEL ROOM - DAY

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

		AUSTIN
	Hello, luv.

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

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

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

		AUSTIN
	Out and about, doing odds and sods.

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

INT.  THERAPIST'S OFFICE - NEXT DAY

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

		SON 1
		(crying)
	I love you, Dad.

		DAD 1
	I love you, Son.

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

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

		DR. EVIL
	Evil, actually, Doctor Evil.

		GROUP
	Hello, Dr. Evil.  Hello, Scott.

		SCOTT EVIL
		(into it)
	Hello, everybody.

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

		SCOTT EVIL
	Well, it's kind of weird.

		THERAPIST
	We don't judge here.

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

		THERAPIST
	And how do you feel about that?

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

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

		SCOTT EVIL
	Not me.

		THERAPIST
	What do you want to do, Scott?

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

		DR. EVIL
	An evil vet?

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

		DR. EVIL
	An evil petting zoo?

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

		THERAPIST
	We don't label people here, Scott.

		SCOTT EVIL
	No, he's really evil.

		THERAPIST
	Scott.

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

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

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

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

The group LAUGHS.

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

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

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

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

		GROUP
	Yes, of course.  Go ahead, etc.

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

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

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

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

PSYCHEDELC SCENE BREAK

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

EXT.  VIRTUCON HIGH RISE - NEXT MORNING

INT.  HALLWAY - VIRTUCON

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

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

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

		AUSTIN
	Who?

		VANESSA
	You know who.

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

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

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

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

The people on the tour APPLAUD.

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

INT.  VIRTUCON GIFT SHOP AREA

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

		AUSTIN
	I'll take him, you take her.

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

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

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

INT.  HALLWAY - RESTRICTED AREA

They approach the security GUARD.

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

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

Just watch me.  Watch me, now.

They reach the guard.

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

		AUSTIN
	Sure.

They flash their security badges to the guard.

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

other, back and forth.

MUSIC:  Mystical Indian sitar.

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

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

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

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

		VANESSA
	That's amazing.  Let's go!

		AUSTIN
	Hold on one second.

Austin again does his mind control trick.

		AUSTIN
	Here, have a piece of gum.

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

He hands Austin a piece of gum.

		AUSTIN
	Don't mind if I do.

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

Austin does his mind-control again.

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

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

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

		VANESSA
		(irritated)
	Austin, we have to go!

She pulls him away.

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

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

INT.  PROJECT VULCAN RESEARCH ROOM

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

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

INT.  VIRTUCON GIFT SHOP AREA - TOUR TRAM

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

INT.  PROJECT VULCAN RESEARCH ROOM

SFX:  ALARM GOES OFF

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

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

		SCIENTIST
	Get them!

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

		AUSTIN
	Judo chop!  Judo chop!

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

STEAMROLLER TESTING FACILITY."

INT.  STEAMROLLER TESTING FACILITY

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

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

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

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

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

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

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

He engages a lever.  It goes only slightly faster.

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

		GUARD
	Noooooooooooooo!

		AUSTIN
	Where did you learn to shoot?

		VANESSA
	Where did you learn to drive?

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

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

		GUARD
	Noooooooooooooo!

		VANESSA
	Austin, watch out!

		AUSTIN
		(looking around)
	Where?  Where?

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

away.

		GUARD
	Noooooooooooooo!

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

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

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

blood and guts.

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

INT.  HALLWAY

The coast is clear.

		VANESSA
	Thank God, Austin, we made it.

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

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

GUARDS.

INT.  STEAMROLLER TESTING FACILITY

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

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

EXT.  SUBURBAN HOUSE - LOS ANGELES

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

INT.  KITCHEN

A pleasant-looking MIDDLE AGED LADY answers the phone.

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

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

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

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

		BILLY
	Was?  What is it, Mom?

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

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

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

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

INT. PSYCHEDELIC SCENE BREAK

MUSIC:  Psychedelic Wa-wa Pedal Funky Drummer Beat

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

EXT.  VEGAS - HIGHWAY

We see a Virtucon electric minivan humning along.

INT.  BACK OF ELECTRIC MINIVAN

Austin and Vanessa are unconscious.

EXT.  HIGHWAY

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

EXT.  DESERT - BOULDER

The boulder lifts up and the minivan drives into it.

INT.  UNDERGROUND TUNNEL

The minivan enters a long cylindrical tunnel.

INT.  FREIGHT ELEVATOR

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

INT.  DR. EVIL'S MAIN CHAMBER

VIRTUCON ARMY MEMBERS keep watch.  SCIENTISTS check
clipboards.

		DR. EVIL
	Frau Farbissina, check on our guests.

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

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

		VANESSA
	I don't understand.

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

		AUSTIN
	What's wrong with your hand?

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

Look at it, it's been rendered useless.

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

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

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

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

		DR. EVIL
	Gentlemen, I give you the Vulcan.

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

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

		VANESSA
		(under her breath)
	Not now, Austin.

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

INT.  UNITED NATIONS SECRET MEETING ROOM

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

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

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

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

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

		BRITISH UN REPRESENTATIVE
	Any word from Powers?

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

		BRITISH UN REPRESENTATIVE
	I see.

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

INT.  DR. EVIL'S MAIN CHAMBER

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

Good-bye.

The screen goes BLACK.

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

INT.  DR. EVIL'S PRIVATE QUARTERS

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

MUSIC:  Sexy Matt Helm-type theme

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

Scott enters.

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

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

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

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

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

		SCOTT EVIL
	Yeah.  What?

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

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

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

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

		DR. EVIL
	In due time.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Frau clears her throat again.

		DR. EVIL
	What is it now?

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

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

What do we have?

		FRAU FARBISSINA
	Sea bass.

		DR. EVIL
	Right.

		FRAU FARBISSINA
	They're mutated sea bass.

		DR. EVIL
	Really?  Are they ill-tempered?

		FRAU FARBISSINA
	Please allow me to demonstrate.

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

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

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

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

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

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

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

INT.  TANK AREA

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

		VANESSA
	What's your plan?

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

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

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

She pulls out a container of dental floss.

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

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

		AUSTIN
	Smashing idea!  Give it to me.

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

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

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

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

		AUSTIN
	Judo chop!

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

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

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

		AUSTIN
	Hold on, Vanessa!

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

He and Austin STRUGGLE.

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

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

		VANESSA
		(shouting)
	Austin, watch out!

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

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

		VANESSA
	Indeed.

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

		VANESSA
	Yes.

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

		VANESSA
	Shut up.

		AUSTIN
	Fair enough.

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

EXT.  HOOTERS RESTAURANT - DAY

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

INT.  HOOTERS RESTAURANT

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

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

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

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

A large-breasted WAITRESS approaches with a phone.

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

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

He hangs up.

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

		GUY 1
	Guys, John's not coming.

		GUY 2
	Why?

		GUY 1
	He was decapitated by mutated flying
	sea bass.

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

		GUY 1
	All right, to Smittie!

Everyone raises their glasses.

		GUYS
	To Smittie!

INT.  PSYCHEDELIC SCENE BREAK

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

INT.  CORRIDOR

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

		VANESSA
	What do we do now?

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

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

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

		VANESSA
	I'll hurry back.

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

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

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

		VANESSA
	Oh, behave!

Vanessa goes out the door.

INT.  LADDER

Vanessa starts climbing up the ladder.

INT.  CORRIDOR

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

INT.  DR. EVIL'S PRIVATE QUARTERS

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

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

		SCOTT EVIL
	I don't want to.

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

		SCOTT EVIL
		(under his breath)
	Blow me.

		DR. EVIL
	What did you say?

		SCOTT EVIL
	Show me.

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

INT.  CORRIDOR

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

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

INT.  FEMBOT LAIR

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

MUSIC:  Sexy Matt Helm-type theme

		AUSTIN
	Hello, hello.

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

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

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

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

		AUSTIN
	Is it cold in here?

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

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

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

		DR. EVIL
	Arm the probe!

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

INT.  FEMBOT'S LAIR

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

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

INT.  DR. EVIL'S MAIN CHAMBER

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

		DR. EVIL
	Probe in place.

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

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

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

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

EXT.  DESERT

Vanessa leads fifteen COMMANDOS on ATCs across the sand.

INT.  FEMBOT LAIR

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

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

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

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

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

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

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

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

turns to another Fembot.  Her head explodes.

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

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

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

		AUSITN
	Oh, I fell over.

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

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

		VANESSA
		(glancing down)
	Likewise.

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

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

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

INT.  MAIN CHAMBER

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

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

INT.  CONTROL AREA

The ALARM goes off.

		DR. EVIL
	Activate the blast shutters!

Metal shutters automatically cover the windows overlooking
the probe mechanism.

		DR. EVIL
	Launch the subterranean probe!

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

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

INT.  DR. EVIL'S MAIN CHAMBER

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

INT.  CATWALK

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

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

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

		VANESSA
	Are you crazy?

		AUSTIN
	Don't worry!

ANGLE ON SIDE SHOT OF CATWALK

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

ANGLE ON THE OTHER TEAM OF COMMANDOS

They are making progress on the other catwalk.

ANGLE ON AUSTIN AND VANESSA

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

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

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

SFX:  CLICKA-CLICKA

		AUSTIN
	Blast!  Out of ammo.

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

INT.  CONTROL ROOM

Austin begins to enter.

		VANESSA
	Austin, I'm coming with you.

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

		VANESSA
	I'll secure the perimeter.

INT.  CONTROL AREA

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

Bigglesworth running out a read door.

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

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

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

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

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

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

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

		AUSTIN
	Why not?  It's a question.

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

The computers begin to smoke.  Alarm bells ring.

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

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

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

He begins looking furiously for the abort button.

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

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

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

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

Austin makes his way across the room to the button.

Random Task THROWS HIS SHOE.

ANGLE ON SHOE SPINNING IN THE AIR

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

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

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

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

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

		AUSTIN
	Care for a drink?

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

He begins to SMOKE, and then dies.

		AUSTIN
	Shocking.

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

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

EXT.  STOCK FOOTAGE MONTAGE - VOLCANOS ERUPTING

Different volcanoes around the world.  Lava spews and flows.

INT.  CONTROL AREA

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

		AUSTIN
		(slow motion distortion)
	Nooooooo!

His hand lands on the button.

		EASTERN EUROPEAN MAN
		(on PA)
	Abort.

EXT.  STOCK FOOTAGE MONTAGE - REVERSE VOLCANO ERUPTIONS

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

INT.  CONTROL ROOM

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

INT.  CORRIDOR

Austin chases after Dr. Evil.

INT.  DR. EVIL'S PRIVATE QUARTERS

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

		AUSTIN
	I've got you, Dr. Evil!

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

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

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

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

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

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

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

		ALOTTA
	Not so fast.

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

Just then, Scott Evil enters.

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

Austin grabs Scott and puts the gun to his head.

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

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

		AUSTIN
	Man, you are one chilly square!

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

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

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

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

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

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

		ALOTTA
	I didn't sleep with him.

		VANESSA
	I don't believe you.

		ALOTTA
		(choking)
	It's the teeth.

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

Vanessa gives her a judo chop.

		VANESSA
	Judo chop!

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

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

5:00 MINUTES."

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

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

		AUSTIN
	Let's split!

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

INT.  CORRIDOR

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

INT.  MAIN CHAMBER

...to the main corridor...

INT.  MAIN CORRIDOR

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

INT.  MAIN CHAMBER

Explosions, debris, the cavern begins to collapse.

134  STOCK FOOTAGE - DESERT FLOOR - MERCURY TEST SIGHT

Ground caving in from an underground nuclear explosion.

EXT.  RAFT - MIDDLE OF THE OCEAN - DAY

Austin and Vanessa are floating in a large inflatable raft.

FIERY DEBRIS falls in the water around them.

		VANESSA
	I have something to tell you.

		AUSTIN
	Lay it on me.

		VANESSA
	I love you, Austin.

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

		VANESSA
	Kiss me.

		AUSTIN
	Behave!

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

		AUSTIN
	Just when things were getting
	interesting.

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

stops just above them.

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

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

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

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

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

		VANESSA
	Thank you, Exposition.  I'm honored.

		AUSTIN
	Congratulations, Field Agent
	Kensington!

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

He hands him a business card.

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

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

		VANESSA
	Oh, Austin.

Austin and Vanessa embrace and kiss.

		BASIL EXPOSITION
	Austin, now, about your next
	mission&emdash; Still kissing Vanessa,
	Austin motions with his thumbs to
	the pilot of the helicopter to lift
	Basil up.  He rises away in mid-
	sentence.

		BASIL EXPOSITION
		(rising up)
	But, wait, I&emdash; you got me again.
	Oh, and Austin&emdash;

		AUSTIN
		(calling out)
	Yes Basil?

		BASIL EXPOSITION
		(rising)
	Be careful!

Austin and Vanessa kiss again.  The helicopter blows them
around.  The CAMERA TILTS UP to the sky and continues to
rise, until we are in&emdash;

EXT.  SPACE

We see DR. EVIL'S CAPSULE in orbit around the Earth.

		DR. EVIL (V.O.)
	I'll get you yet, Austin Powers!

END CREDITS ROLL

LAST CREDIT reads "SEE AUSTIN POWERS IN YOU ONLY FLOSS ONCE."

AUSTIN POWERS LOGO

		ANNOUNCER (V.O.)
	Now you can get all the Austin Powers
	movies in one Laser Disk box set!

Virtucon Home Video presents "The Powers Collection."

DISPLAY TABLE

With five laser Disks laid out, alongside a PK-47, Austin's
glasses, and floss and a toothbrush.

		ANNOUNCER (V.O.)
	Relive all your favorite Austin Powers
	movies, including...

141  GRAINY, BLACK & WHITE CLIP

Showing Mike as Austin Powers, with Fifties hair and suit,
against a rear projection of explosions and stunts from stock
footage.

		ANNOUNCER (V.O.)
	Middle Name:  Danger.

		AUSTIN
	So, Dr. Evil, do you expect the world
	to pay the ransom?

		DR. EVIL
	No, Mr. Powers, I expect them to
	die.

		ANNOUNCER (V.O.)
	No Austin Powers collection would be
	complete without some of the later
	hits, like...

SEVENTIES FILM CLIP

		ANNOUNCER (V.O.)
	Four Eyes Only.

We see Austin from behind, talking to a GIRL in a bathing
suit.

GIRL IN BATHING SUIT

Oh, Austin, kiss me.

He turns around.  It's Austin Powers, played by ROGER MOORE,
with the same glasses and bad teeth.

		ROGER MOORE
	Oh, behave!

He does a frightening grin, displaying the AWFUL TEETH.

		ANNOUNCER (V.O.)
	We've also included some of the more
	obscure hits, like...

143  VERY RUNNY COLOR FILM CLIP

		ANNOUNCER (V.O.)
	From India With Affection.

We see Austin Powers played by an INDIAN GENTLEMEN, same
glasses, same bad teeth.

		INDIAN AUSITN
		(Indian accent)
	Well, my good fellow, are you
	expecting me to pay the ransom to
	you, you despot?

		INDIAN DR. EVIL
		(Indian accent)
	No kind sir, I expect you to go up
	in the evolutionary chain.  But first,
	I expect you to sing.

		INDIAN AUSTIN
		(singing, Indian atonal)
	'IF MUSIC BE THE FOOD OF LOVE, LET'S
	BAKE A CAKE.'

DISPLAY TABLE

		ANNOUNCER (V.O.)
	All the Austin Powers adventures in
	one Laser Disk boxed set!

145  CLIPS FROM MOVIE - AUSTIN IN TIGHT CLOSE-UP

		AUSTIN
	Behave!

		THE END
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