[Screen It]


(2002) (Mike Myers, Beyoncé Knowles) (PG-13)

Blood/Gore Disrespectful/
Bad Attitude
Tense Scenes
Mild Moderate Moderate None Heavy
Moderate None Minor *None Moderate
Smoking Tense Family
Topics To
Talk About
*Heavy Minor Mild Mild *Heavy

Comedy: A randy international spy and his female sidekick try to stop various villains from flooding the Earth in this continued spoof of the James Bond films.
It's been three years since British super-spy Austin Powers (MIKE MYERS) dealt with his archenemy, Dr Evil (MIKE MYERS), but the villain and his minions including Mini Me (VERNE TROYER), Number Two (ROBERT WAGNER), Frau Farbissna (MINDY STERLING) and the latest addition, Number Three (FRED SAVAGE), are back with more diabolical plans.

Beyond controlling most of the talent in Hollywood, they've arranged to travel back in time to retrieve Johann van der Smut a.k.a. Goldmember (MIKE MYERS), a European swinger who had a bad crotch encounter with a smelting furnace - hence his name. He has a tractor-beam that could be used to pull in an all-gold meteor that would melt the polar ice caps and flood the Earth, and that sounds like a good extortion tool to Dr. Evil.

After the villain kidnaps Nigel Powers (MICHAEL CAINE), Austin's equally randy but estranged spy father, Basil Exposition (MICHAEL YORK) sends Austin time-traveling back to 1975 in search of him and Goldmember. There, he meets undercover spy Foxxy Cleopatra (BEYONCÉ KNOWLES) and the two return to 2002 where they have a run-in with Evil's henchman, Fat Bastard (MIKE MYERS).

With time running out and Dr. Evil's son, Scott (SETH GREEN), deciding to join his dad in the villain business, Austin and Foxxy do what they can to find and stop Dr. Evil before he unleashes and uses his latest weapon.

If they're fans of either of the original "Austin Powers" films or someone else in this cast, it's a good bet they probably will.
For sexual innuendo, crude humor and language.
  • MIKE MYERS plays four characters. One is a randy international spy who's a bit goofy and preoccupied with sex while another is an old-fashioned, megalomaniacal villain type. The third is an obese and crude Scot, while the fourth is a European swinger type who's also a villain prone to collecting and/or eating his own dead skin.
  • BEYONCÉ KNOWLES plays his foxy female sidekick who fights with some people, uses some brief profanity and wears various styles of revealing clothing.
  • SETH GREEN plays Evil's sarcastic son who uses some profanity and eventually decides to be evil just like his father rather than mock him.
  • MICHAEL CAINE plays Austin's randy father who's also a spy and a lousy dad to him.
  • VERNE TROYER plays the diminutive clone of Evil who's also villainous and humps a woman's leg in one scene.
  • FRED SAVAGE plays a studious mole with a large mole on his face.


    Curious if this title is entertaining, any good, and/or has any artistic merit?
    Then read OUR TAKE of this film.

    (Note: The "Our Take" review of this title examines the film's artistic merits and does not take into account any of the possibly objectionable material listed below).

    Here's a brief summary of the content found in this comedy that's been rated PG-13. Profanity consists of several "s" words and various slang terms for sex and genitalia, as well as bleeped out "f" words and Japanese names that are comically played to sound like that (including sexual use of the "f" word). Various colorful phrases are also present, as is material and behavior that some kids might want to imitate.

    All sorts of sexually related comedy, visual gags and comments occur throughout the film, while various women are seen in various forms of revealing attire (and show cleavage and other skin) and a young couple is seen rolling around under the covers in a flashback. Nudity, however, is limited to some partial and brief views of men's bare butts, while the title character often sports a large bulge in his pants and a woman's bare breasts are digitally blurred out of a shot. A small person is seen humping a woman's leg and a man briefly kisses another man.

    A great deal of crude and sophomoric scatological humor is present (fart and urination jokes, references and gestures, etc.) and may be offensive to some viewers. Various characters have varying degrees of bad attitudes, but they're all played for laughs, while some people drink, one is seen with a cigar in his mouth, and a few drug references are made.

    Some comical tense family material is present, while violence - none of which is portrayed or meant to be taken seriously - consists of some presumed deaths, others shooting at or fighting with others (all in spoof mode), and a fair amount of slapstick style material.

    Should you still be concerned about the film's appropriateness for yourself or anyone else in your home, you may want to look more closely at our detailed listings for more specific information regarding the film's content.

    For those concerned with bright flashes of light on the screen, a few brief moments of that occur in one scene.

  • Some people drink at Austin's pad.
  • People drink in a club in the past.
  • Goldmember asks Nigel and Austin if they want various things to smoke, and we see him offering a cigarette, cigar, pipe and then a bong.
  • A prisoner tells Evil that he knows people on crack who make more sense than he does.
  • Evil holds some sort of liquor during a music video spoof.
  • Scatological humor includes:
  • Evil naming his diabolical scheme "Preparation H" and Scott then making fun of that (asking why he doesn't just call it "Operation Ass-Cream"). Evil then says that "Preparation H feels good," prompting Scott to joke that it does feel good, "on the whole/hole."
  • We hear Evil urinating.
  • A running gag has Goldmember pulling small layers of dead skin from his body. He threatens to eat one such patch in one scene, and then does so in another.
  • Austin shows Foxxy a video clip on the Internet that shows a chimpanzee feeling its butt, smelling its finger and then falling off a branch because of the smell.
  • Evil has a huge submarine that looks like him stretched out. As it passes by, many bubbles suddenly float up from the structure's rear end. In addition, his tractor beam apparatus occasionally pops out from that same area.
  • Fat Bastard states that he had to "take a crap" and we then see a silhouette of him sitting on a toilet where we hear him straining. He gets up, looks inside and then comments on not remembering having any corn.
  • Austin hides in a laundry cart where various Sumo wrestler "diapers" are thrown (he reacts to the smell and thought of it all). Fat Bastard then tells Foxxy (who's pushing the cart) that he thinks he may have "pinched one off too soon" (referring to using the bathroom) and then states that he left a "rosebud" in his "diaper" for her (he then tosses it down into the cart). We later hear Fat Bastard fart and Austin asks if he just soiled himself. Fat Bastard says that maybe he did and says that it did sound a little wet. He then tries to smell his own fart, saying people like their own brand, and then goes on about how bad his smells (such as like carrots and throw up).
  • Subtitles show a Japanese man offering Austin some "sh*t" to eat, but when we see that rest of the previously partially obscured subtitles, we note that the man was offering shitake mushrooms.
  • A classic stone statue in a lobby has a boy who pees water from his visible penis. When Austin accidentally unplugs the statue's plug, he must stand in for the statue so as not to alert the guards. Accordingly, he stands on the other side of the statue and urinates into the pond (we see the urine stream). Jokes then stem from him trying to continue doing that (including some straining, eating some asparagus - with the related smell -- and drinking a bottle of water while doing so). Later, after Austin plugs the statue back in and knocks out a guard, surveillance cameras show other guards what looks like Austin peeing in the unconscious guard's mouth (all from the angle and superimposed images).
  • With Mini Me hidden inside his huge lab coat, Austin is mistaken for a sub crewmember and asked to give a urine sample. Austin then grabs a bottle of apple juice and gives it to Mini Me. He then spits it out from Austin's crotch area to look like Austin's urinating, but ends up spraying it everywhere (for another ridiculous site gag), including on Austin's hand.
  • A silhouette gag has Austin and Mini Me in what looks like a man's water breaking and then a baby (Mini Me) coming out from his crotch to the floor below).
  • Dr. Evil and his various minions obviously have bad attitudes for their evil plans (all played for laughs).
  • Evil can't help but keep staring at the large mole on Number Three's face and commenting on it.
  • Attendees laugh at Austin when his father doesn't show up for various occasions where he's being honored (in flashback).
  • Various men pat various women on their clothed butts as they pass by.
  • Scott has a bad attitude toward others.
  • Evil comments that Scott runs like a girl.
  • None.
  • Handguns/Machine Guns: Carried and/or used to threaten or fire upon others.
  • Attack helicopter: Used to fire upon (with machine guns and missiles) a person on motorcycle.
  • Laser guns: Mounted on sharks' bodies, with one firing and hitting a man.
  • A fembot (female robot) has machine gun barrels that stick out from her bra and fire bullets at Austin.
  • Note: Due to audience noise/laughter, some dialogue could not be heard/understood, but we did hear the following phrases: "Yeah, baby," "Hey asshole," "Groovy," "Very shagadelic," "Mojo," "Frickin,'" (said many times), "You're such an a-mass" (or something like that), "Why don't you call it operation ass-cream?" "I'm a sexy beast," "Oh, behave," "Horny," "Crikey," "Boo-freakity-hoo," "Jive white ass," "Jive ass turkey," "Shut up," "Numb nuts," "Way to go, a-hole," "Balls," "Nuts" and "Nut sack" (testicles), "(Fat) bastard," "You may be a cunning linguist, but I'm a master debater," "Smart ass," "If you've got an issue, here's a tissue," "Come back here you little bugger," "What the hell's going on here?" and "Sucker."
  • The film could inspire some kids to impersonate the behavior and dialogue of any number of characters in the film.
  • A person playing Mini Me gives "the finger" to others.
  • We see that Britney Spears has a navel ring and a small tattoo on the small of her back.
  • Mini Me drops his pants and moons a council that's just sentenced him and Dr. Evil to prison (we don't see any nudity).
  • Austin grabs some large dice hanging from a rear view mirror, squeezes them and then coughs (in a testicle joke).
  • Evil and Mini Me walk along through prison with one hand each on their own clothed crotches.
  • Various men pat various women on their clothed butts as they pass by.
  • Foxxy and other women wear midriff-revealing tops.
  • Mini Me gives "the finger" to people as he leaves.
  • None.
  • Some playfully suspenseful music plays in the film.
  • Evil does a rap spoof that had lyrics that couldn't be understood.
  • Note: Due to audience noise/laughter, some dialogue could not be heard/understood. That said, the following were heard: At least 6 bleeped out "f" words, several uses of the Japanese name "Fook" used to be misunderstood as the "f" word (including used sexually), 3 "s" words (1 partially written in English as part of another non-profane word), 5 uses of shag (some written) for sex, at least 9 slang terms for male genitals ("Johnson," "Privates," "Tallywaggers" - or something like that - "Golden Wedding Tackle," "14-carat Trouser Snakes," "Goldmember," "Rod" and "Binky"), 1 slang term using female genitals ("Johnson" and "P*ssy" - the latter as part of a movie title), 5 slang terms for breasts ("t*tties," "melons" and "boobs"), 9 asses (2 used with "hole"), 1 crap, 1 damn, 1 hell, 2 uses of "For God's sakes" and 1 use each of "God," "Jesus Christ," "Swear to God" and a possible "G-damn" as exclamations.
  • Note: Due to audience noise/laughter, some dialogue could not be heard/understood. In addition, some may think the category deserves an extreme rating due to the quantity of material, but since nothing explicit occurs, we kept it at a strong "heavy."
  • Austin's car has the word "Shaguar" written on it and we later hear that his father's boat was called the "H.M.S. Shaggity."
  • The camera goes up a woman's clothed body to reveal her as the character "Dixie Normous." Austin then asks her, "Shall we shag now, or should we shag later?" The two then passionately kiss as we see that they're in a movie titled "Austinpussy."
  • We see Britney Spears in a revealing outfit (small, bra-like top) that shows cleavage and some shirtless guys crawl beneath her legs as she stands (during a music video type number). Small machine gun barrels then come out where her nipples should be and fire upon Austin. He avoids them and then does a pelvic thrust that causes her head to explode (she was a robot).
  • We see various '60s "Laugh-In" style women in small bikinis who show cleavage (with various peace signs painted on their skin).
  • Dr. Evil comments on Goldmember's history (including his real last name being Smut) and says that he lost his genitalia in a smelting accident (which is why he's called Goldmember).
  • Mini Me drops his pants and moons a council that's just sentenced him and Dr. Evil to prison (we don't see any nudity). That prompts Evil to say that it looks like two eggs and a hankie.
  • A cover of a magazine has the story headline, "Sex Now."
  • Various women - especially Foxxy -- show varying amounts of cleavage throughout the film.
  • A young Japanese woman named Fook Mi introduces herself to Austin by her name (that sounds like the standard use of the "f" word). That causes him to smile and say, "Oh, behave." She then says her name again and he asks if she kisses her mother with that mouth. That woman's sister, Fook Yu, then shows up and says her name, causing Austin to say she's going the right way for a smacked bottom and that he doesn't care who knows it. We then see that these two young women are wearing very short school girl skirts that ride up in the back and show part of their frilly panties. He then tells them that they make him many things, but sleepy is not one of them. As they caress him, the beer bottle he's holding suddenly erupts (an ejaculation joke) and spews forth (and he tells them, "Swear to God, that never happens"). We then see him taking out his "to do before I die" list and he crosses off "Threesome with Japanese twins."
  • Basil has some men pull down their pants and we then see a golden light coming from them (we don't see any nudity). Austin then states, "Your privates have had their privates painted gold." He then uses various slang terms for penises in describing that.
  • We see a flashback to Austin's Academy days and see two figures rolling around under the covers (young Austin and a young woman). Austin says something that ends with "Horny, baby." That foreign woman then leaves, but reminds Austin not to forget that he has a brief, oral exam. He then suggestively responds that he hopes it's mostly oral and not so brief.
  • Austin travels back in time to 1975 to a roller disco called Studio 69. There, we see a woman in a small bikini bottom (the camera briefly focuses close on that) as well as Foxxy and two backup singers performing a song and all wear revealing clothing that shows a great deal of cleavage as well as upper thigh. We also see Goldmember there wearing very small and tight gold shorts that show a definite bulge in his crotch. He smacks various women's clothed butts as they skate by him.
  • Foxxy has a gay man serve as her "front man" when talking to Austin (she sits back to back with this man who faces Austin and imitates what she does and says). During this, she states that she only got a taste of honey and that she wants the whole beehive (referring to Austin). This ends with that gay man planting a big and deep kiss on Austin's mouth.
  • Austin finds his dad lying on a bed with four women, two of whom have their legs up over his body (all are clothed). Nigel tells Austin that he should rescue him in 7 or 8 minutes. He then jokes that he took a Viagra and it got stuck in his throat, resulting in him having a stiff neck for hours. Austin and Nigel then talk in code and we see what they're saying in English subtitles. This includes commenting on making love to a pretty girl and Austin then asking Nigel that if he was aroused, why he didn't just pleasure himself. Nigel asks, "Alone?" and Austin replies, "Indeed."
  • We see Goldmember with a large bulge in his crotch.
  • Frau Farbissna (showing a lot of cleavage) goes to visit Evil in prison and he recounts a tale of being adopted by a Belgian man with a 15-year-old love slave. He then says, "Let's freak" and that "Daddy's all pent up" and the two start suggestively licking their tongues at each other in exaggerated fashion (while he rubs his own clothed nipples). They then passionately kiss (so that she can pass a key to him).
  • During a music video spoof, we see a woman in a bikini bottom rapidly shaking her butt, while another has her bare breasts digitally blurred out on the screen (other women are in skimpy outfits).
  • Austin asks Foxxy how she slept (we don't know if they did so together) and he then states, "If these lips could talk." She then holds a badge up and says he has the right to remain sexy, prompting him to reply, "I hope there's a search involved."
  • Evil jokes that his new submarine lair is "Long and hard and full of seamen/semen."
  • After being accidentally struck in the crotch, Evil says he can't feel his "balls" and then puts his hand down there where he ends up counting three testicles.
  • Nigel playfully pats Frau Farbissna on her clothed butt as she passes by.
  • Nigel chats with Mini Me and asks the diminutive man if everything about him is also proportionally small. Mini Me then opens his pants (we don't see anything) and we hear the thump of his penis hitting the floor. Nigel then states, "You're a tripod" and then says that it's like a baby's arm holding an apple. He then adds that if Mini Me ever gets tired, he can use his penis as a kickstand (we then see Mini Me lean forward and raise his hands, remaining upright because of it).
  • We see part of a large sumo wrestler's bare butt in the sport's typical outfit.
  • Fat Bastard rubs his own bare nipples and asks Foxxy if she finds him sexy.
  • As a Japanese man speaks to Austin in Japanese, we see the English subtitles, but they're partially obscured, causing it to appear that the man says he has a "huge rod" when he really said something else unrelated. Later, Austin states that he has a "huge rod" and then adds, "I wish."
  • A classic stone statue in a lobby has a boy who pees water from his visible penis.
  • A large gold key is somewhat shaped like a penis and testicles.
  • Referring to his small car, Nigel says it's not the size but how you use it.
  • Austin states that he doesn't want to use gadgets (to catch Goldmember), but then jokingly adds, "Outside the bedroom."
  • Nigel reminds Austin of the nanny he hired (not for her cooking) who stayed on until Austin was twenty-four.
  • Foxxy reads some notes of affection from Mini Me, including him asking if she's a clone of an angel and then if she's sure she doesn't have a little clone in her. The next note then reads, "Would you like to?"
  • Like in the last Austin Powers movie, a sequence involves various characters making comments that when put together, make it sound like they're talking about body parts (this time, breasts). During this, a buxom woman with lots of cleavage holds two "big juicy melons" (after a guy reported that he spotted what looked like a pair of...). A guy then asks if they're firm and she asks, "What do you think?" He then says it looks like "a set of giant..." and we then see shirtless football fans with the letters T, I, T and S written on their chests (others then join them to form the worm "Titans"). A person then says that they remind them of... and the next scene has a person saying "boobs." That ends with another person saying something looks like a "Johnson" (a character's name in the next scene).
  • Austin looks over and sees a clothed Mini Me humping Foxxy's leg.
  • As Austin and Mini Me hide behind a curtain, another man sees the silhouette of them together, but doesn't realize they are two people. Accordingly, he sees Mini Me's arm coming out from where Austin's crotch would be and the visual gag is that it looks like a huge penis that looks like an arm (that includes it picking up an apple and Austin bending down to bite that - all still seen in silhouette).
  • Austin ends up hanging below Evil, and has accidentally pulled down his pants (we see part of his bare butt). Austin then jokes that he thought Evil was crazy, but "now I can see your nuts" (double entendre).
  • Fat Bastard, who's lost a lot of weight and has baggy skin, states that his neck now looks like a vagina.
  • A man states that something has him all turned on (during the outtakes).
  • Britney Spears asks Mini Me if it's true what she's heard about him and the kickstand bit (from above).
  • A person playing Mini Me has a cigar in his mouth in several scenes.
  • Goldmember asks Nigel and Austin if they want various things to smoke, and we see him offering a cigarette, cigar, pipe and then a bong. Later, Goldmember states that it's time for a smoke.
  • We learn that Austin's father was never around for him and he and Nigel later have a brief argument about Nigel raising him.
  • We see a flashback to Evil's mother being blown up when he was just an infant.
  • The material used for humor in the film and that nothing in it is meant to be taken seriously.
  • The father/son relationships in the film.
  • None of what occurs in the film is intended to be taken seriously.
  • An attack helicopter chases after a person on motorcycle and shoots its machine guns at her. It does so again, but Austin's car blocks the shots with some Plexiglas or the like. The helicopter then fires a missile that explodes on the road near them and then fires its machine guns again. The chopper then fires on Austin who flips up over it while firing handheld machine guns down into it, causing it to explode, presumably killing the pilot (this all turns out to be make believe).
  • Small machine gun barrels come out from a young woman's bra and fire upon Austin. He avoids them and then does a pelvic thrust that causes her head to explode (she was a robot).
  • Some slapstick style material has Austin removing a harness that accidentally drops Mini Me to the floor; yanking him backwards with a tether, causing him to land on his back; a large globe falls on Evil's head during a demonstration and Mini Me then lets a mock meteor loose (a large ball on a rope) that swings down and hits Evil in the crotch, causing him to fall over to the floor in pain; and Mini Me slides down a vent shaft and slams into a hallway wall.
  • In a flashback to the past, someone throws a cupcake that hits and sticks to Evil's head.
  • Foxxy has a gay man serve as her "front man" when talking to Austin (she sits back to back with this man who faces Austin and imitates what she does and says). He then smacks Austin on the face for her.
  • Foxxy strikes Goldmember and knocks his gun aside (it fires), and he then kicks her on the head with his limber leg as she holds him from behind. Goldmember's minions then fire upon Austin and Foxxy as they try to escape.
  • We see a flashback of a car exploding and apparently killing a mother inside (all played for laughs). This is seen again later in the film.
  • Nigel knocks out two guards with judo chops.
  • We see Fat Bastard in a sumo match where he grabs his opponent by the crotch, twists his hand down there, and then picks up the opponent and throws him out of the ring and onto some spectators.
  • Austin and Fat Bastard get into a martial arts fight where they exchange punches and kicks and Austin then grabs Fat Bastard by the nipples.
  • Foxxy shoots a cable that's holding up Fat Bastard, causing him to fall hard to the floor.
  • A laser hits a man in the chest, knocking him down and injuring or killing him.
  • Austin briefly fights with a guard who has him by the throat. A punch is thrown to the face and Austin then knocks him out with a judo chop.
  • Foxxy punches and knocks a guard unconscious.
  • Goldmember kicks Foxxy in the face (as she holds him from behind), while we see that Nigel is restrained on an apparatus that's sending his clothed crotch toward some molten ore (nothing violent happens).
  • Austin shoots at a fleeing car with his gun.
  • Austin kicks Mini Me across a room and into a small fridge. Both then break bottles that they plan to use on the other (after Austin remembers - and we see - Mini Me kicking him in the face in the last film). The two then go at each other and Austin then repeatedly slams the fridge door onto Mini Me's head. Mini Me then kicks him in the crotch and escapes. Austin then puts a pillow case down over Mini Me and repeatedly hits Mini Me on the head with what looks like a bamboo stick and then a large frying pan. He then thrashes him about the room inside the pillow case, slamming him against the wall, onto a table and through some shelves, etc. Mini Me then runs face first into a sliding glass door and falls to the floor.
  • Sharks in a tank attack and presumably kill a man who's purposefully dropped in with them (no gore).
  • Mini Me kicks Scott in the shin.
  • Goldmember kicks Foxxy in the face again. She then struggles with him and his gun fires. Goldmember kicks her some more as they struggle, but is then shocked and falls off a balcony to the floor below him.

  • Reviewed July 22, 2002 / Posted July 26, 2002

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