Austin Powers: International Man of Mystery (1997)
by Mike Myers.
Final draft, 5/24/96.

EXT.  LAS VEGAS (STOCK FOTTAGE) - NIGHT

GRAPHIC:  1967 - SOMEWHERE IN NEVADA

It is set against the obvious skyline of Las Vegas.

INT.  DR. EVIL'S PRIVATE QUARTERS - DAY

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

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

CAT.

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

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

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

                      DR. EVIL
          Mustafa...

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

                      DR. EVIL
          Frau Farbissina...

ANGLE ON FRAU FARBISSINA in a severe Salvation Army uniform.

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

EXT.  CARNABY STREET - DAY

MUSIC:  Soul Bossanova by QUINCY JONES.

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

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

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

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

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

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

FREEZE FRAME - TECHNICOLOR BLUE TINT - TITLE CARD

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

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

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

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

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

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

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

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

                      AUSTIN
          Get these off to Fab Magazine right 
          away.

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

                      AUSTIN
          Thanks, baby.

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

                      AUSTIN
               (coyly)
          Oh, behave!

                      SUPERMODEL 3
          Austin, I love you!

                      AUSTIN
          So many women, so little time.

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

                      MOD GIRL 1
          It's Austin Powers!

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

EXT.  CARNABY STREET

Two BAD GUYS attack Austin.  He JUDO CHOPS them.

                      AUSTIN
          Judo chop!  Judo chop!

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

EXT.  PHONE BOOTH

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

EXT.  GUARD STATION - LONDON - DAY

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

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

EXT.  PHOTO BOOTH

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

ANGLE ON THE FILM STRIP

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

EXT.  CARNABY STREET

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

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

The both laugh.

2L  FULL SCREEN INSERT - AUSTIN'S PASSPORT

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

EXT.  CARNABY STREET - DAY

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

EXT.  CARNABY STREET - DAY

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

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

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

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

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

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

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

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

                      AUSTIN
          Hello, Mrs. Kensington.

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

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

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

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

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

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

                      AUSTIN
          We know all that, Exposition.

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

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

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

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

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

                      BASIL EXPOSITION
          Good luck, Austin.

                      AUSTIN
          Thank you.

                      BASIL EXPOSITION
          Oh, and Austin&emdash;

                      AUSTIN
          Yes?

                      BASIL EXPOSITION
               (pause)
          Be careful.

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

EXT.  STOCK FOTTAGE - PICADILLY CIRCUS - NIGHT

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

EXT.  ELECTRIC PSYCHEDELIC PUSSYCAT SWINGER'S CLUB - NIGHT

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

INT.  ELECTRIC PSYCHEDELIC PUSSYCAT SWINGER'S CLUB

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

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

                      AUSTIN
          Hey, Mick!

                      MICK JAGGER
          Are you more satisfied now sexually, 
          Austin?

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

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

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

                      AUSTIN
          Good on ya, man.

                      MICK JAGGER
          Groovy!

FULL SCREEN INSERT

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

9  FULL SCREEN INSERT - BILLBOARD CHART

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

INT.  ELECTRIC PSYCHEDELIC PUSSYCAT SWINGER'S CLUB

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

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

                      AUSTIN
          Hey, how are you?

                      ANDY WARHOL
          Hungry.

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

Austin hands Andy a can of soup.

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

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

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

                      AUSTIN
          Smashing!

FULL SCREEN INSERT

Andy Warhol's famous Soup Can painting.

INT.  ELECTRIC PSYCHEDELIC PUSSYCAT SWINGER'S CLUB

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

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

Austin gives a cheeky look to Mrs. Kensington.

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

                      AUSTIN
          In the but-tocks.

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

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

The queen walks away.

                      QUEEN
               (laughing)
          Nice buttocks.

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

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

                      AUSTIN
          Wait, I've got an idea.

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

                      EVERYONE
          Ohhh!

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

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

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

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

                      AUSTIN
          Where's Doctor Evil?

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

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

INT.  CLUB - BACK ROOM

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

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

The chair fills with a WHITE MIST.

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

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

FREEZING BEGINNING."

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

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

EXT.  ROOF - NIGHT

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

EXT.  CLUB - SIDEWALK - NIGHT

PEOPLE outside the club react to the rocket.

EXT.  EARTH FROM SPACE

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

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

EXT.  NORAD - COLORADO SPRINGS, COLORADO

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

16  FULL SCREEN - INT.  NORAD TRACKING ROOM

A BLIP appears on the radar screen.

                      RADAR OPERATOR
               (on phone)
          Commander Gilmour?

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

COMMANDER GILMOUR, a distinguished man in his fifties.

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

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

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

                      COMMANDER GILMOUR
          What are you saying, son?

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

18  SCREEN 3 - THE BOB'S BIG BOY ROCKET

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

                      COMMANDER GILMOUR
          Oh my God, he's back.

DRAMATIC STING

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

                      COMMANDER GILMOUR
          Shut up.

                      RADAR OPERATOR
          Should we scramble TacHQ for an 
          intercept?

                      COMMANDER GILMOUR
          What's its current position?

19  SCREEN 4 - A RADAR MAP OF NEVADA

On the radar screen it says "NEVADA."

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

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

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

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

He hangs up and picks up another phone.

                      COMMANDER GILMOUR
               (into phone)
          Philips.

20  SCREEN 5 - SERGEANT PHILIPS AT HIS DESK

SERGEANT PHILIPS picks up the phone.

                      COMMANDER GILMOUR
          Call the President

SCREEN 6 - THE WHITE HOUSE

                      COMMANDER GILMOUR
          Prepare the jet...

22  SCREEN 7 - AN AIR FORCE JET ON A RUNWAY

                      COMMANDER GILMOUR
          Get my overnight bag.

23  SCREEN 8 - AN OVERNIGHT BAG

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

SCREEN 9 - FISH IN A TANK

A hand enters and sprinkles fish food.

                      COMMANDER GILMOUR
          Not too much!

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

                      COMMANDER GILMOUR
          I'm going to London, England.

EXT.  MINISTRY OF DEFENSE - LONDON, ENGLAND

GRAPHIC:  LONDON, ENGLAND - MINISTRY OF DEFENSE

MUSIC:  "RULE BRITANNIA"

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

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

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

                      COMMAND GILMOUR
          Outstanding re-cap, Exposition.

Command Gilmour opens a vault door.  COLD MIST escapes.

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

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

TRAVOLTA."

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

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

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

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

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

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

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

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

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

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

INT.  EXAMINATION AREA

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

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

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

He PEES for a while, then a little longer.

And then EVEN LONGER STILL.

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

He is still PEEING.

Finally, it STOPS.

                      FEMALE ANNOUNCER (PA)
          Evacuation com...

He begins PEEING again.

A little LONGER.

Then in short staccato BURSTS.

The it STOPS.  Pause.

Two DRIPS.

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

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

                      AUSTIN
               (weakly)
          Where am I?

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

                      AUSTIN
               (shouting)
          WHO ARE THESE PEOPLE?

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

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

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

                      AUSTIN
          Russian Intelligence?  Are you mad?

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

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

hey Comrades?

                      BASIL EXPOSITION
          We won, Austin.

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

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

                      BASIL EXPOSITION
          It's Dr. Evil.

                      AUSTIN
          When do I begin?

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

                      AUSTIN
          You mean Mrs. Kensington?

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

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

She sets down a huge stack of files.

                      BASIL EXPOSITION
          Vanessa's one of our top agents.

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

There is an uncomfortable SILENCE.

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

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

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

                      VANESSA
          My mother's told me all about you.

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

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

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

                      AUSTIN
          Thank you, Exposition.

                      BASIL EXPOSITION
          Oh, and Austin&emdash;

                      AUSTIN
          Yes?

                      BASIL EXPOSITION
          Be careful.

                      AUSTIN
          Thanks.

Basil exits.

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

Austin and Vanessa wait at the window.

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

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

                      CLERK
               (reading)
          Danger Powers, personal effects.

                      AUSTIN
          Actually, my name's Austin Powers.

                      CLERK
          It says here, name Danger Powers.

                      AUSTIN
          Danger's my middle name.

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

                      AUSTIN
               (embarrassed)
          That's not mine.

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

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

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

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

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

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

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

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

                      AUSTIN
               (excited)
          My jumbo jet?  Smashing baby.

EXT.  PLANE TAKING OFF - DAY

We see a plane taking off in silhouette.

EXT.  PLANE IN FLIGHT - DAY

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

INT.  PRIVATE PSYCHEDELIC JET

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

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

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

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

                      VANESSA
          I beg your pardon?

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

                      VANESSA
          Excuse me?

                      AUSTIN
          My wedding tackle.

                      VANESSA
          I'm sorry?

                      AUSTIN
          My meat and two veg.

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

                      AUSTIN
          Have you ever made love to a Chigro?

                      VANESSA
          A Chigro?

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

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

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

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

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

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

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

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

FLIGHT ATTENDANT

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

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

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

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

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

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

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

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

                      VANESSA
          Sure.

                      AUSTIN
          Do I make you horny?

                      VANESSA
          What?

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

                      VANESSA
          I hope this is part of the unfreezing 
          process.

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

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

Austin is oblivious.

                      AUSTIN
          What's you point, Vanessa?

EXT.  PLANE IN FLIGHT - NIGHT

Austin's plane.  Time has passed.

IINT. PRIVATE JET - NIGHT

Vanessa's lap-top BEEPS.

                      COMPUTER VOICE
          You've got mail!

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

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

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

                      AUSTIN
          Thank you, Exposition.

                      BASIL EXPOSITION
          Oh, and Austin&emdash;

                      AUSTIN
          Yes?

                      BASIL EXPOSITION
          Be careful.

Vanessa closes her lap-top.

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

bean-bags in the upright position.

Austin and Vanessa fasten the seatbelts on their bean bags.

EXT.  AIRPLANE LANDING - NIGHT

We see a plane's lights landing at night.

ZOOM CUT TO:

INT.  PSYCHEDELIC SCENE BREAK

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

The sequence lasts five seconds and is very groovy.

EXT.  LAS VEGAS MONTAGE - NIGHT

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

GRAPHIC:  1997, SOMEWHERE IN NEVADA

INT.  DR. EVIL'S PRIVATE QUARTERS

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

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

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

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

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

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

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

ANGLE ON MR. BIGGLESWORTH

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

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

                      DR. EVIL
               (face unseen)
          Silence!

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

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

                      MUSTAFA
               (blood-curdling scream)
          Ahhhhhhhhh!

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

MUSTAFA'S SCREAMS ECHO FAINTLY

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

scar on his cheek.

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

More muffled SCREAMS.

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

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

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

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

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

He picks up a white phone and MURMURS into it.

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

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

                      DR. EVIL
          Right.  Okay.  Moving on.

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

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

ANGLE ON FRAU FARBISSINA

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

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

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

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

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

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

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

Around PATTY O'BRIENS WRIST is a charm bracelet.

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

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

Everyone in the room tries to keep a straight face.

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

They cannot contain their LAUGHTER.

                      PATTY O'BRIEN
               (angry)
          What?

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

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

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

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

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

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

The thirty-eight states illuminate on the map.

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

A steel mill miniature illuminates in Cleveland.

                      NUMBER TWO
          Shipping in Texas.

A ship off the coast of Texas illuminates.

                      NUMBER TWO
          Oil refineries in Seattle.

An oil refinery illuminates in Seattle.

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

The miniature model factory lights up in Chicago.

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

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

There is an uncomfortable silence.

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

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

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

There is another uncomfortable silence.

                      NUMBER TWO
          Umm, that also has already happened.

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

There is an uncomfortable pause.

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

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

There is another uncomfortable pause.

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

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

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

                      DR. EVIL
          Yes.

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

                      DR. EVIL
          My son?

                      FRAU FARBISSINA
          Yes.
               (calling out)
          Scott!

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

                      SCOTT EVIL
          Hi.

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

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

EXT.  JAGUAR - DRIVING - VEGAS - DAY

Vanessa and Austin drive in his perfectly-preserved Jag.

                      AUSTIN
          You've preserved my Jag!  Smashing!

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

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

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

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

                      AUSTIN
          Why?  What's wrong with my teeth?

EXT.  VEGAS HOTEL - NIGHT

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

INT.  VEGAS HOTEL ROOM

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

                      AUSITN
          Which side of the bed do you want?

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

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

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

They both laugh.

                      VANESSA
          Let's unpack.

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

                      AUSTIN
          Gor blimey, nerd alert.

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

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

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

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

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

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

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

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

                      VANESSA
               (suffering)
          I'm sure.

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

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

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

Austin covers the mouthpiece and whispers to Vanessa.

                      AUSTIN
          I got her answering machine.

INT.  CASINO

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

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

                      VANESSA
          Here, use mine.

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

INT.  CASINO

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

                      AUSTIN
          Do you mind if I join you?

                      NUMBER TWO
          Not at all.

The DEALER deals.

                      DEALER
          Seventeen.

Zoom in on Number Two's eyepatch.

NUMBER TWO'S MONOCULAR POV

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

                      NUMBER TWO
          Hit me.

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

                      NUMBER TWO
          I like to live dangerously.

The dealer draws a card from the card shoe.

                      DEALER
          Four.  Twenty-one.

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

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

NUMBER TWO'S POV

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

                      NUMBER TWO
          I'll stay.

                      DEALER
               (to Austin)
          Sir?

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

AUSTIN'S POV

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

                      DEALER
               (to Austin)
          Sir?

                      VANESSA
               (quietly)
          What's wrong?

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

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

                      DEALER
          Sir, the table is waiting.

                      AUSTIN
               (panicking)
          Uh, hit me.

The table MURMURS.

                      DEALER
          On an eighteen, sir?

                      AUSTIN
          Yes, I also like to live dangerously.

The dealer deals him the ten.

                      NUMBER TWO
          You're very brave.

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

Vanessa is mortified.

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

                      NUMBER TWO
          My name is Number Two.

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

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

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

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

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

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

                      AUSTIN
          Peace, baby.

Austin and Vanessa leave.

INT.  CASINO

                      VANESSA
          Why did you leave so soon?

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

He heads to the rest room.

INT.  HIGH ROLLERS TABLE - CASINO

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

INT.  BATHROOM - CASINO

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

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

                      AUSTIN
          Too right, youth.

INT.  BATHROOM STALL

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

                      AUSTIN
               (grunting)
          Uh, uh!

INT.  TEXAN'S STALL

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

GRUNTING.

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

INT.  AUSTIN'S STALL

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

                      PATTY O'BRIEN
               (groaning)
          Ughhhhh...

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

                      AUSTIN
          Who does Number Two work for?

INT.  TEXAN'S STALL

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

INT.  AUSITN'S STALL

                      AUSTIN
          Who does Number Two work for?

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

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

INT.  TEXAN'S STALL

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

INT.  AUSTIN'S STALL

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

INT.  BATHROOM

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

                      TEXAN
          Jesus Christ, what did you eat?

ANGLE ON THE FLOOR OF AUSTIN'S STALL

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

INT.  PSYCHEDELIC SCENE BREAK

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

EXT.  VEGAS HOTEL - MORNING

INT.  HOTEL SUITE - DAY

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

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

                      VANESSA
               (into phone)
          Hello Mum?

INT.  MRS. KENSINGTON'S HOUSE - LONDON

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

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

                      VANESSA (V.O.)
          Great.

                      MRS. KENSINGTON
          How's Austin?

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

                      MRS. KENSINGTON
          You didn't...

INT.  HOTEL SUITE

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

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

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

                      VANESSA
          Why?

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

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

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

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

                      VANESSA
          What about his teeth?

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

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

                      VANESSA
          I just don't see it.

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

                      VANESSA
          Did you ever...

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

                      VANESSA
          Did you ever want to?

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

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

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

                      VANESSA
          You didn't answer my question, Mum.

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

I will always love him.

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

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

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

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

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

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

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

                      VANESSA
          Why?

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

EXT.  VIRTUCON MAIN ENTRANCE - DRIVEWAY - DAY

THROUGH BINOCULAR POV CUT-OUTS

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

EXT.  LAS VEGAS - BUSHES

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

                      VANESSA
          A limousine has just pulled up.

                      AUSTIN
          Let me see.

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

EXT.  VIRTUCON MAIN ENTRANCE

TELEPHOTO LENS POV

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

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

FREEZE FRAME.  SFX:  Camera motor drive.

EXT.  BUSHES

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

                      VANESSA
          How do you know?

                      AUSTIN
          I never forget a pussy...cat.

EXT.  FRONT ENTRANCE

TELEPHOTO LENS POV

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

FREEZE FRAME.  SFX:  Camera motor drive.

The limousine speeds off.

EXT.  BUSHES

                      VANESSA
          Let's go get him!

                      AUSTIN
          He's too well-protected right now.

                      VANESSA
          We can't just sit here, Austin.

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

                      VANESSA
          I don't get it.

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

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

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

He notices the way the desert light catches her beauty.

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

Austin changes lenses and begins SNAPPING PICTURES.

                      VANESSA
          I hate having my picture taken.

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

Vanessa does a few coy poses.

                      AUSTIN
          Go, Vanessa, go!

Vanessa lets go a little bit more.

WHITE CYC

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

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

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

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

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

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

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

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

                      (BEAT)
          Going in very close now.

He goes in closer.

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

He throws the camera down.

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

EXT.  LAS VEGAS STREET - BUS - NIGHT

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

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

                      AUSTIN
          Fancy a nibble?

                      VANESSA
          I couldn't have another bite.

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

They begin to dance.

Austin gives her roses.  Austin is wooing her.

EXT.  LAS VEGAS STREET - NIGHT

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

64  LAS VEGAS - SUPERIMPOSITION MONTAGE

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

INT.  HOTEL ROOM

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

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

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

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

We hear a SPINNING SOUND.

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

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

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

Behind the couch, Austin mimes going down stairs.

                      AUSTIN
          Maybe I'll take the escalator.

Austin mimes the smooth descent of an escalator.

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

Austin mimes rowing a canoe behind the couch.

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

                      AUSTIN
          I'm sorry.

                      VANESSA
          Why?

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

She laughs too much, making a SNORTING sound.

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

                      AUSTIN
          No, this is me in a nutshell.

Austin mimes being trapped in a nutshell.

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

Vanessa laughs again, SNORTING, tipsy.

                      AUSTIN
          You're smashed, Vanessa.

                      VANESSA
          I am not.

                      AUSTIN
          Oh, yes you are.

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

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

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

                      AUSTIN
          I can't.  You're drunk.

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

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

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

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

RED LIGHT FLASHES.

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

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

                      AUSTIN
          Right away, Exposition.

                      BASIL EXPOSITION
          Where is Vanessa, by the way?

Austin looks over at Vanessa's sleeping figure.

                      AUSTIN
          She's working on another lead right 
          now.

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

                      AUSTIN
          Thank you, Basil.

                      BASIL EXPOSITION
          Oh, and Austin&emdash;

                      AUSTIN
               (knowing)
          Yes?

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

                      AUSTIN
          Oh, yes.  Thank you.

                      BASIL EXPOSITION
          There's one more thing, Austin.

                      AUSTIN
          Yes?

                      BASIL EXPOSITION
          Be careful.

                      AUSTIN
          Thank you.

Austin looks at Alotta's Virtucon business card.

INT.  ALOTTA'S JAPANESE STYLE PENTHOUSE

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

                      AUSTIN
          Paging Dr. Freud.

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

FULL SCREEN - DOCUMENT

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

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

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

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

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

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

                      AUSTIN
          And I'm spent.

The front door opens.  It's Alotta.

                      AUSTIN
          You seem surprised to see me.

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

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

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

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

                      ALOTTA
          You may.

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

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

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

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

                      AUSTIN
          Behave!

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

INT.  JAPANESE BATH

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

                      ALOTTA
          Come in.

                      AUSTIN
          I'd rather talk about Number Two.

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

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

                      ALOTTA
          May I wash you?

                      AUSTIN
          Groovy.

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

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

trousers.

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

                      AUSTIN
          Or sometimes not at all.

                      ALOTTA
          Care for some saki?

                      AUSTIN
          Sak-i it to me!

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

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

                      ALOTTA
          How do you feel, Mr. Cunningham?

                      AUSTIN
          Mmmm...I feel extreme relaxation.

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

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

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

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

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

Round the corner fudge is made.

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

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

                      AUSTIN
          To my health.

                      ALOTTA
          Kiss me.

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

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

                      AUSTIN
          Is it about my teeth?

                      ALOTTA
          Yes.

                      AUSTIN
          Damn.  What exactly do you do at 
          Virtucon?

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

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

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

She glides over to him.

INT. PSYCHEDELIC SCENE BREAK

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

INT.  DR. EVIL'S PRIVATE QUARTERS - DAY

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

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

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

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

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

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

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

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

                      DR. EVIL
          Quite impressive.

                      FRAU FARBISSINA
          Thank you, Herr Doctor.

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

SFX:  60'S ELECTRONIC BUZZER

                      NUMBER TWO
          That would be the video feed from 
          Kreplachistan.

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

military vehicle.

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

INT.  UN SECRET MEETING ROOM

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

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

They all look up at the SCREEN.

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

The UN representatives are confused.  Number Two COUGHS.

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

The representatives ARGUE amongst themselves.

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

NOW, MR. EVIL&EMDASH;

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

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

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

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

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

                      DR. EVIL
          Really?  So long.

The screen goes BLANK.

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

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

DR. EVIL & ASSOCIATES

(LOUDER AND MORE STACCATO)

HA-HA-HA-HA-HA!

(louder again, and even more evil and maniacal)

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

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

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

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

                      EVIL ASSOCIATES
          Okay.  Sure.

They exit the frame awkwardly.

INT.  BRITISH MAKESHIFT HQ

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

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

                      AUSTIN
          Hello, Exposition.

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

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

                      BASIL EXPOSITION
          What's the other?

                      AUSTIN
          Excuse me?

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

                      AUSTIN
          Carnies.

                      BASIL EXPOSITION
          What?

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

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

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

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

                      VANESSA
          When did you find that out, Austin?

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

                      VANESSA
          Oh.

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

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

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

Basil waves to an extremely frail ELDERLY BRITISH LADY.

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

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

Austin hauls off and PUNCHES the lady in the face.

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

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

Austin begins tugging on her hair.

                      MRS. EXPOSITION
          Owww...my hair!

                      BASIL EXPOSITION
          Get away from my mother!

                      VANESSA
          Austin, have you gone mad?

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

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

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

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

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

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

                      VANESSA
          Really, Austin!

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

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

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

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

                      AUSTIN
          Yes, Basil?

                      BASIL EXPOSITION
          Be careful.

                      AUSTIN
          Thanks.

Basil escorts his mother out.

                      VANESSA
          Austin, may I have a word with you?

                      AUSTIN
          Of course, luv.

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

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

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

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

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

                      VANESSA
          No, did you use a condom?

                      AUSTIN
          Only sailors use condoms, man.

                      VANESSA
          Not in the Nineties.

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

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

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

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

INT.  HOTEL ROOM - NIGHT

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

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

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

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

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

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

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

Austin is genuinely frightened by this.

INT.  BATHROOM

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

EXT.  CAR - STREETS OF LAS VEGAS - NIGHT

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

INT.  CASINO BAR - NIGHT

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

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

INT.  HOTEL ROOM - DAY

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

                      AUSTIN
          Hello, luv.

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

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

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

                      AUSTIN
          Out and about, doing odds and sods.

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

INT.  THERAPIST'S OFFICE - NEXT DAY

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

                      SON 1
               (crying)
          I love you, Dad.

                      DAD 1
          I love you, Son.

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

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

                      DR. EVIL
          Evil, actually, Doctor Evil.

                      GROUP
          Hello, Dr. Evil.  Hello, Scott.

                      SCOTT EVIL
               (into it)
          Hello, everybody.

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

                      SCOTT EVIL
          Well, it's kind of weird.

                      THERAPIST
          We don't judge here.

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

                      THERAPIST
          And how do you feel about that?

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

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

                      SCOTT EVIL
          Not me.

                      THERAPIST
          What do you want to do, Scott?

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

                      DR. EVIL
          An evil vet?

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

                      DR. EVIL
          An evil petting zoo?

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

                      THERAPIST
          We don't label people here, Scott.

                      SCOTT EVIL
          No, he's really evil.

                      THERAPIST
          Scott.

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

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

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

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

The group LAUGHS.

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

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

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

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

                      GROUP
          Yes, of course.  Go ahead, etc.

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

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

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

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

PSYCHEDELC SCENE BREAK

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

EXT.  VIRTUCON HIGH RISE - NEXT MORNING

INT.  HALLWAY - VIRTUCON

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

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

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

                      AUSTIN
          Who?

                      VANESSA
          You know who.

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

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

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

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

The people on the tour APPLAUD.

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

INT.  VIRTUCON GIFT SHOP AREA

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

                      AUSTIN
          I'll take him, you take her.

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

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

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

INT.  HALLWAY - RESTRICTED AREA

They approach the security GUARD.

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

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

Just watch me.  Watch me, now.

They reach the guard.

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

                      AUSTIN
          Sure.

They flash their security badges to the guard.

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

other, back and forth.

MUSIC:  Mystical Indian sitar.

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

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

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

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

                      VANESSA
          That's amazing.  Let's go!

                      AUSTIN
          Hold on one second.

Austin again does his mind control trick.

                      AUSTIN
          Here, have a piece of gum.

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

He hands Austin a piece of gum.

                      AUSTIN
          Don't mind if I do.

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

Austin does his mind-control again.

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

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

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

                      VANESSA
               (irritated)
          Austin, we have to go!

She pulls him away.

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

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

INT.  PROJECT VULCAN RESEARCH ROOM

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

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

INT.  VIRTUCON GIFT SHOP AREA - TOUR TRAM

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

INT.  PROJECT VULCAN RESEARCH ROOM

SFX:  ALARM GOES OFF

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

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

                      SCIENTIST
          Get them!

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

                      AUSTIN
          Judo chop!  Judo chop!

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

STEAMROLLER TESTING FACILITY."

INT.  STEAMROLLER TESTING FACILITY

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

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

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

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

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

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

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

He engages a lever.  It goes only slightly faster.

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

                      GUARD
          Noooooooooooooo!

                      AUSTIN
          Where did you learn to shoot?

                      VANESSA
          Where did you learn to drive?

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

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

                      GUARD
          Noooooooooooooo!

                      VANESSA
          Austin, watch out!

                      AUSTIN
               (looking around)
          Where?  Where?

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

away.

                      GUARD
          Noooooooooooooo!

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

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

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

blood and guts.

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

INT.  HALLWAY

The coast is clear.

                      VANESSA
          Thank God, Austin, we made it.

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

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

GUARDS.

INT.  STEAMROLLER TESTING FACILITY

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

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

EXT.  SUBURBAN HOUSE - LOS ANGELES

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

INT.  KITCHEN

A pleasant-looking MIDDLE AGED LADY answers the phone.

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

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

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

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

                      BILLY
          Was?  What is it, Mom?

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

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

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

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

INT. PSYCHEDELIC SCENE BREAK

MUSIC:  Psychedelic Wa-wa Pedal Funky Drummer Beat

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

EXT.  VEGAS - HIGHWAY

We see a Virtucon electric minivan humning along.

INT.  BACK OF ELECTRIC MINIVAN

Austin and Vanessa are unconscious.

EXT.  HIGHWAY

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

EXT.  DESERT - BOULDER

The boulder lifts up and the minivan drives into it.

INT.  UNDERGROUND TUNNEL

The minivan enters a long cylindrical tunnel.

INT.  FREIGHT ELEVATOR

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

INT.  DR. EVIL'S MAIN CHAMBER

VIRTUCON ARMY MEMBERS keep watch.  SCIENTISTS check 
clipboards.

                      DR. EVIL
          Frau Farbissina, check on our guests.

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

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

                      VANESSA
          I don't understand.

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

                      AUSTIN
          What's wrong with your hand?

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

Look at it, it's been rendered useless.

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

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

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

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

                      DR. EVIL
          Gentlemen, I give you the Vulcan.

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

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

                      VANESSA
               (under her breath)
          Not now, Austin.

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

INT.  UNITED NATIONS SECRET MEETING ROOM

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

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

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

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

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

                      BRITISH UN REPRESENTATIVE
          Any word from Powers?

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

                      BRITISH UN REPRESENTATIVE
          I see.

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

INT.  DR. EVIL'S MAIN CHAMBER

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

Good-bye.

The screen goes BLACK.

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

INT.  DR. EVIL'S PRIVATE QUARTERS

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

MUSIC:  Sexy Matt Helm-type theme

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

Scott enters.

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

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

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

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

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

                      SCOTT EVIL
          Yeah.  What?

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

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

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

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

                      DR. EVIL
          In due time.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Frau clears her throat again.

                      DR. EVIL
          What is it now?

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

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

What do we have?

                      FRAU FARBISSINA
          Sea bass.

                      DR. EVIL
          Right.

                      FRAU FARBISSINA
          They're mutated sea bass.

                      DR. EVIL
          Really?  Are they ill-tempered?

                      FRAU FARBISSINA
          Please allow me to demonstrate.

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

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

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

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

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

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

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

INT.  TANK AREA

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

                      VANESSA
          What's your plan?

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

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

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

She pulls out a container of dental floss.

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

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

                      AUSTIN
          Smashing idea!  Give it to me.

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

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

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

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

                      AUSTIN
          Judo chop!

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

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

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

                      AUSTIN
          Hold on, Vanessa!

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

He and Austin STRUGGLE.

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

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

                      VANESSA
               (shouting)
          Austin, watch out!

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

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

                      VANESSA
          Indeed.

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

                      VANESSA
          Yes.

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

                      VANESSA
          Shut up.

                      AUSTIN
          Fair enough.

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

EXT.  HOOTERS RESTAURANT - DAY

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

INT.  HOOTERS RESTAURANT

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

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

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

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

A large-breasted WAITRESS approaches with a phone.

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

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

He hangs up.

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

                      GUY 1
          Guys, John's not coming.

                      GUY 2
          Why?

                      GUY 1
          He was decapitated by mutated flying 
          sea bass.

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

                      GUY 1
          All right, to Smittie!

Everyone raises their glasses.

                      GUYS
          To Smittie!

INT.  PSYCHEDELIC SCENE BREAK

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

INT.  CORRIDOR

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

                      VANESSA
          What do we do now?

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

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

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

                      VANESSA
          I'll hurry back.

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

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

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

                      VANESSA
          Oh, behave!

Vanessa goes out the door.

INT.  LADDER

Vanessa starts climbing up the ladder.

INT.  CORRIDOR

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

INT.  DR. EVIL'S PRIVATE QUARTERS

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

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

                      SCOTT EVIL
          I don't want to.

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

                      SCOTT EVIL
               (under his breath)
          Blow me.

                      DR. EVIL
          What did you say?

                      SCOTT EVIL
          Show me.

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

INT.  CORRIDOR

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

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

INT.  FEMBOT LAIR

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

MUSIC:  Sexy Matt Helm-type theme

                      AUSTIN
          Hello, hello.

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

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

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

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

                      AUSTIN
          Is it cold in here?

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

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

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

                      DR. EVIL
          Arm the probe!

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

INT.  FEMBOT'S LAIR

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

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

INT.  DR. EVIL'S MAIN CHAMBER

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

                      DR. EVIL
          Probe in place.

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

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

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

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

EXT.  DESERT

Vanessa leads fifteen COMMANDOS on ATCs across the sand.

INT.  FEMBOT LAIR

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

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

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

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

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

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

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

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

turns to another Fembot.  Her head explodes.

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

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

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

                      AUSITN
          Oh, I fell over.

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

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

                      VANESSA
               (glancing down)
          Likewise.

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

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

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

INT.  MAIN CHAMBER

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

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

INT.  CONTROL AREA

The ALARM goes off.

                      DR. EVIL
          Activate the blast shutters!

Metal shutters automatically cover the windows overlooking 
the probe mechanism.

                      DR. EVIL
          Launch the subterranean probe!

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

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

INT.  DR. EVIL'S MAIN CHAMBER

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

INT.  CATWALK

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

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

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

                      VANESSA
          Are you crazy?

                      AUSTIN
          Don't worry!

ANGLE ON SIDE SHOT OF CATWALK

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

ANGLE ON THE OTHER TEAM OF COMMANDOS

They are making progress on the other catwalk.

ANGLE ON AUSTIN AND VANESSA

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

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

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

SFX:  CLICKA-CLICKA

                      AUSTIN
          Blast!  Out of ammo.

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

INT.  CONTROL ROOM

Austin begins to enter.

                      VANESSA
          Austin, I'm coming with you.

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

                      VANESSA
          I'll secure the perimeter.

INT.  CONTROL AREA

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

Bigglesworth running out a read door.

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

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

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

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

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

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

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

                      AUSTIN
          Why not?  It's a question.

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

The computers begin to smoke.  Alarm bells ring.

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

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

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

He begins looking furiously for the abort button.

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

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

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

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

Austin makes his way across the room to the button.

Random Task THROWS HIS SHOE.

ANGLE ON SHOE SPINNING IN THE AIR

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

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

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

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

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

                      AUSTIN
          Care for a drink?

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

He begins to SMOKE, and then dies.

                      AUSTIN
          Shocking.

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

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

EXT.  STOCK FOOTAGE MONTAGE - VOLCANOS ERUPTING

Different volcanoes around the world.  Lava spews and flows.

INT.  CONTROL AREA

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

                      AUSTIN
               (slow motion distortion)
          Nooooooo!

His hand lands on the button.

                      EASTERN EUROPEAN MAN
               (on PA)
          Abort.

EXT.  STOCK FOOTAGE MONTAGE - REVERSE VOLCANO ERUPTIONS

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

INT.  CONTROL ROOM

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

INT.  CORRIDOR

Austin chases after Dr. Evil.

INT.  DR. EVIL'S PRIVATE QUARTERS

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

                      AUSTIN
          I've got you, Dr. Evil!

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

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

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

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

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

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

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

                      ALOTTA
          Not so fast.

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

Just then, Scott Evil enters.

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

Austin grabs Scott and puts the gun to his head.

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

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

                      AUSTIN
          Man, you are one chilly square!

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

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

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

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

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

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

                      ALOTTA
          I didn't sleep with him.

                      VANESSA
          I don't believe you.

                      ALOTTA
               (choking)
          It's the teeth.

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

Vanessa gives her a judo chop.

                      VANESSA
          Judo chop!

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

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

5:00 MINUTES."

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

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

                      AUSTIN
          Let's split!

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

INT.  CORRIDOR

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

INT.  MAIN CHAMBER

...to the main corridor...

INT.  MAIN CORRIDOR

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

INT.  MAIN CHAMBER

Explosions, debris, the cavern begins to collapse.

134  STOCK FOOTAGE - DESERT FLOOR - MERCURY TEST SIGHT

Ground caving in from an underground nuclear explosion.

EXT.  RAFT - MIDDLE OF THE OCEAN - DAY

Austin and Vanessa are floating in a large inflatable raft.

FIERY DEBRIS falls in the water around them.

                      VANESSA
          I have something to tell you.

                      AUSTIN
          Lay it on me.

                      VANESSA
          I love you, Austin.

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

                      VANESSA
          Kiss me.

                      AUSTIN
          Behave!

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

                      AUSTIN
          Just when things were getting 
          interesting.

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

stops just above them.

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

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

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

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

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

                      VANESSA
          Thank you, Exposition.  I'm honored.

                      AUSTIN
          Congratulations, Field Agent 
          Kensington!

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

He hands him a business card.

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

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

                      VANESSA
          Oh, Austin.

Austin and Vanessa embrace and kiss.

                      BASIL EXPOSITION
          Austin, now, about your next 
          mission&emdash; Still kissing Vanessa, 
          Austin motions with his thumbs to 
          the pilot of the helicopter to lift 
          Basil up.  He rises away in mid-
          sentence.

                      BASIL EXPOSITION
               (rising up)
          But, wait, I&emdash; you got me again.  
          Oh, and Austin&emdash;

                      AUSTIN
               (calling out)
          Yes Basil?

                      BASIL EXPOSITION
               (rising)
          Be careful!

Austin and Vanessa kiss again.  The helicopter blows them 
around.  The CAMERA TILTS UP to the sky and continues to 
rise, until we are in&emdash;

EXT.  SPACE

We see DR. EVIL'S CAPSULE in orbit around the Earth.

                      DR. EVIL (V.O.)
          I'll get you yet, Austin Powers!

END CREDITS ROLL

LAST CREDIT reads "SEE AUSTIN POWERS IN YOU ONLY FLOSS ONCE."

AUSTIN POWERS LOGO

                      ANNOUNCER (V.O.)
          Now you can get all the Austin Powers 
          movies in one Laser Disk box set!

Virtucon Home Video presents "The Powers Collection."

DISPLAY TABLE

With five laser Disks laid out, alongside a PK-47, Austin's 
glasses, and floss and a toothbrush.

                      ANNOUNCER (V.O.)
          Relive all your favorite Austin Powers 
          movies, including...

141  GRAINY, BLACK & WHITE CLIP

Showing Mike as Austin Powers, with Fifties hair and suit, 
against a rear projection of explosions and stunts from stock 
footage.

                      ANNOUNCER (V.O.)
          Middle Name:  Danger.

                      AUSTIN
          So, Dr. Evil, do you expect the world 
          to pay the ransom?

                      DR. EVIL
          No, Mr. Powers, I expect them to 
          die.

                      ANNOUNCER (V.O.)
          No Austin Powers collection would be 
          complete without some of the later 
          hits, like...

SEVENTIES FILM CLIP

                      ANNOUNCER (V.O.)
          Four Eyes Only.

We see Austin from behind, talking to a GIRL in a bathing 
suit.

GIRL IN BATHING SUIT

Oh, Austin, kiss me.

He turns around.  It's Austin Powers, played by ROGER MOORE, 
with the same glasses and bad teeth.

                      ROGER MOORE
          Oh, behave!

He does a frightening grin, displaying the AWFUL TEETH.

                      ANNOUNCER (V.O.)
          We've also included some of the more 
          obscure hits, like...

143  VERY RUNNY COLOR FILM CLIP

                      ANNOUNCER (V.O.)
          From India With Affection.

We see Austin Powers played by an INDIAN GENTLEMEN, same 
glasses, same bad teeth.

                      INDIAN AUSITN
               (Indian accent)
          Well, my good fellow, are you 
          expecting me to pay the ransom to 
          you, you despot?

                      INDIAN DR. EVIL
               (Indian accent)
          No kind sir, I expect you to go up 
          in the evolutionary chain.  But first, 
          I expect you to sing.

                      INDIAN AUSTIN
               (singing, Indian atonal)
          'IF MUSIC BE THE FOOD OF LOVE, LET'S 
          BAKE A CAKE.'

DISPLAY TABLE

                      ANNOUNCER (V.O.)
          All the Austin Powers adventures in 
          one Laser Disk boxed set!

145  CLIPS FROM MOVIE - AUSTIN IN TIGHT CLOSE-UP

                      AUSTIN
          Behave!

                      THE END