Austin Powers: The Spy Who Shagged Me
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Austin Powers: The Spy Who Shagged Me is a 1999 American spy comedy film directed by Jay Roach. It is the second installment in the Austin Powers film series, after International Man of Mystery. It stars franchise co-producer and writer Mike Myers as Austin Powers, Dr. Evil and Fat Bastard. The film also stars Heather Graham, Michael York, Robert Wagner, Seth Green, and Elizabeth Hurley. The film s title is a play on the James Bond film The Spy Who Loved Me (1977). The film centers on Dr. Evil returning again from cryostasis to strike at Powers from the past, using a time machine to remove Powers charisma ( mojo ) and deprive him of whatever qualities made him an effective secret agent so he can no longer interfere with Evil s plans.

The most commercially successful movie in the Austin Powers series, the film grossed around $312 million in worldwide ticket sales, taking more money during its opening weekend than the entire box office proceeds of its predecessor. It was nominated at the 72nd Academy Awards for Best Makeup (Michèle Burke and Mike Smithson). It is followed by Austin Powers in Goldmember (2002).


In 1999, British spy Austin Powers enjoys his honeymoon with his wife, Vanessa Kensington. It is revealed that Vanessa has always been a fembot controlled by Dr. Evil, after she attempts to kill Powers. Dr. Evil then causes Vanessa to self-destruct. Austin grieves briefly before realizing he is single again and thus can have sex without commitment. A NATO monitoring facility observes the return of Dr. Evil from space, who confronts his son Scott and starts a coup on The Jerry Springer Show. At Dr. Evil s lair in Seattle, he is presented with a one-eighth-size clone of himself, whom he names Mini-Me.

Number 2 reveals their company has purchased Starbucks but Dr. Evil nonetheless unveils his latest plan: he has developed a time machine to go back to the 1960s and steal Austin s mojo, the source of his sexual appeal. Dr. Evil and Mini-Me travel to 1969 and meet a younger Number 2 and Frau Farbissina. An obese Scottish Guard , Fat Bastard, extracts Austin s mojo from his frozen body at the Ministry of Defence (MOD). British intelligence warns Austin that one of Dr. Evil s agents is after him, and during a photo shoot the wanton Ivana Humpalot seduces him, but at the last moment claims he is too sexy to kill. They have sex, but he discovers he has lost his mojo and is impotent.

The MOD sends Austin to 1969 using a time-travelling Volkswagen New Beetle. Austin arrives at a party in his London pad, and with the assistance of CIA agent Felicity Shagwell escapes an assassination attempt by Dr. Evil s operatives. Austin and Felicity are pursued by Mustafa, another of Dr. Evil s henchmen; when caught he reveals the existence of Dr. Evil s volcano lair. Before he can divulge its location, Mini-Me shoots him with a dart, causing him to fall off a cliff.

Examining photographs from the crime scene, Austin identifies Fat Bastard as the perpetrator of the theft of his mojo. At Dr. Evil s lair, Fat Bastard arrives with Austin s mojo. Dr. Evil drinks some of it and has sex with Frau Farbissina. This results in an awkward situation when Frau reveals she is pregnant before Scott, Dr. Evil s son, arrives through the time portal. Dr. Evil announces his latest plan — to hold the world ransom by threatening to destroy cities using a laser on the Moon. In London, Austin and Felicity get to know each other, but when Felicity tries having sex with him, he turns her down because of his lost mojo.

Under MOD instructions to implant a homing device into Fat Bastard, Felicity seduces him and has sex with him, allowing her to plant the device in his anus. Fat Bastard forces it out of his bowels into a Paddington Station toilet, but a stool sample reveals traces of a vegetable that only grows on one Caribbean island. Austin and Felicity arrive on the island but are apprehended. They are put in a cell with a guard who is overcome when Felicity exposes her breasts. Dr. Evil and Mini-Me leave for the Moon to install the laser pursued by Austin and Felicity on Apollo 11. In Dr. Evil s moon base, Austin battles with Mini-Me, eventually flushing him into space. As Austin confronts Dr. Evil, Dr. Evil gives him a choice: save the world or Felicity, who is locked in a chamber with poison gas.

Felicity tells Austin to save the world and he succeeds, but Felicity dies. Before Austin can kill him, Dr. Evil suggests Austin use the time machine to save both Felicity and the world. Austin travels ten minutes into the past, meeting up with himself and saving the world and Felicity. Dr. Evil initiates the self-destruct mechanism of the moon base and escapes after throwing Austin s mojo into the air. Both Austins fail to catch it and it is destroyed. Felicity points out that all the things Austin has done show that he never lost his mojo. They escape through the time portal to 1999.

At Austin s pad, Fat Bastard makes another attempt to assassinate Austin, but Felicity disarms him. Felicity and Austin throw a party. In 1969, Dr. Evil recovers Mini-Me from space and vows revenge. On The Jerry Springer Show, Scott learns he is the love child of Dr. Evil and Frau Farbissina. Austin returns to his pad to discover Felicity with the past Austin, who claims that since he and Austin are the same person, it is not cheating.


  • Mike Myers as Austin Powers, Dr. Evil and Fat Bastard
  • Heather Graham as Felicity Shagwell
  • Michael York as Basil Exposition
  • Robert Wagner as Number 2
  • Rob Lowe as Young Number 2
  • Mindy Sterling as Frau Farbissina
  • Seth Green as Scott Evil
  • Verne Troyer as Mini-Me
  • Elizabeth Hurley as Vanessa Kensington
  • Gia Carides as Robin Spitz-Swallows
  • Will Ferrell as Mustafa
  • Oliver Muirhead as British Colonel
  • Clint Howard as Johnson Ritter
  • Kristen Johnston as Ivana Humpalot
  • Jeff Garlin as Cyclops
  • Michael McDonald as NATO Soldier
  • Burt Bacharach as Himself
  • Elvis Costello as Himself
  • Jerry Springer as Himself
  • Steve Wilkos as Himself
  • Rebecca Romijn as Herself
  • Woody Harrelson as Himself
  • Charles Napier as General Hawk
  • Tim Robbins as Richard Nixon (The President)
  • Willie Nelson as Himself
  • Kevin Durand as Bazooka Marksman Joe
  • Fred Willard as Mission Commander
  • David Koechner as Co-Pilot
  • Tony Jay as the Narrator
  • Rachel Wilson as Woody Harrelson fan


Title censorship

There were two variations of the posters; one of them asterisked out the middle of the offending word shag . Other posters had named the film as Austin Powers 2. According to the Collins English Dictionary, the use of the word shag in the film s title helped to increase the word s acceptability, reducing its shock value and giving it a more jocular, relaxed connotation.

Singapore considered changing the title to The Spy Who Shioked Me (shiok derives from the Malay word, syok, which means, to feel good ).


The Spy who Shagged Me was a hit at the box office, landing the top position in its opening weekend grossing $54.9 million, more than the entire gross of its predecessor (the first sequel to achieve this), setting a record for a June opening and the biggest opening ever for a comedy. The film grossed $312 million worldwide.


On Rotten Tomatoes, the film has an approval rating of 52% based on 90 reviews, with an average rating of 6/10. The website s critics consensus reads, Provides lots of laughs with Myers at the healm; as funny or funnier than the original. On Metacritic the film has a weighted average score of 59 out of 100, based on 34 critics, indicating mixed or average reviews . Audiences polled by CinemaScore gave the film an average grade of B+ on an A+ to F scale.


Austin Powers: The Spy Who Shagged Me: Music from the Motion Picture
Soundtrack album by

Various artists
Released June 1, 1999
Recorded various
Genre Rock
Length 52:30
Label Maverick
Producer Various artists
Austin Powers series chronology
Original Soundtrack: Austin Powers: International Man of Mystery
Austin Powers: The Spy Who Shagged Me: Music from the Motion Picture
Austin Powers in Goldmember: Music from the Motion Picture
Singles from Austin Powers: The Spy Who Shagged Me: Music from the Motion Picture
  1. American Woman
    Released: May 10, 1999
  2. Beautiful Stranger
    Released: May 19, 1999
  3. Word Up!
    Released: June 28, 1999
More Music from the Motion Picture Austin Powers: The Spy Who Shagged Me
Soundtrack album by

Various artists
Released October 26, 1999
Genre Rock, pop
Length 60:00
Label Maverick
Producer Various Artists
Austin Powers series chronology
Austin Powers: International Man of Mystery
More Music from the Motion Picture Austin Powers: The Spy Who Shagged Me
Austin Powers in Goldmember

The movie s soundtrack contains the 1999 hit Beautiful Stranger by Madonna. The song won a Grammy Award in 2000. Mike Myers appears as Austin Powers in the video, directed by Brett Ratner. Another single Word Up! by Mel B, was released on June 28, 1999. It peaked at number 13 on the UK Singles Chart.

Dr. Evil also sings a parody of Will Smith s popular 1997 cover of the Grover Washington Jr. classic Just the Two of Us , referring in this case to his clone Mini-Me. The film s soundtrack had a rating of three stars at AllMusic.

Another single American Woman by Lenny Kravitz, was released as a single and was later included in the 1999 reissue of Kravitz s album 5. The cover reached the top 20 in Australia, Finland, Italy, New Zealand, and Spain, as well as number 26 in Canada and number 49 on the US Billboard Hot 100. Kravitz s version is slower and softer than the original, without the signature guitar solo; he later said to Randy Bachman that the reason why he skipped the lead guitar part was I couldn t get the sound. I couldn t get the tone. The music video (directed by Paul Hunter) featured actress Heather Graham (who starred in The Spy Who Shagged Me); the original political themes of the song were largely replaced by sex appeal. In 1999, Kravitz and his band were joined by The Guess Who for a live performance of American Woman at the MuchMusic Video Awards. It was also used as the theme song of the Madusa monster truck in monster jam events.

Track listing

The soundtrack sold over one million copies in the United States and was certified Platinum. A second soundtrack was also released, entitled More Music From the Motion Picture.


Region Certification Certified units/sales
Australia (ARIA) Platinum 70,000^
Canada (Music Canada) Platinum 100,000^
New Zealand (RMNZ) Platinum 15,000^
United Kingdom (BPI) Gold 100,000^
United States (RIAA) Platinum 1,300,000

^ Shipments figures based on certification alone.

More Music track listing Dialogue

More Music track listing

In addition, a score album featuring cues from both George S. Clinton scores (tracks 1–7 from the first film, track 8 an arrangement of Quincy Jones s Soul Bossa Nova, and tracks 9–16 from the second) was released.

Chart positions

Weekly chartsEdit

Chart (1999) Peak
Australian Albums (ARIA) 5
Austrian Albums (Ö3 Austria) 40
Canadian Albums (Billboard) 5
Dutch Albums (Album Top 100) 87
German Albums (Offizielle Top 100) 88
New Zealand Albums (RMNZ) 6
Norwegian Albums (VG-lista) 30
US Billboard 200 5

Year-end chartsEdit

Chart (1999) Position
Australian Albums (ARIA) 52
US Billboard 200 70

Year 1999
ReleaseDate 1999-06-11
RuntimeMins 95
RuntimeStr 1h 35min
Plot Dr. Evil is back and has invented a new time machine that allows him to go back to the 1960s and steal Austin Powers’ mojo, inadvertently leaving him “shagless”.
Awards Nominated for 1 Oscar, 18 wins & 31 nominations total
Directors Jay Roach
Writers Mike Myers, Michael McCullers
Stars Mike Myers, Heather Graham, Michael York
Produced by Emma Chasin,Michael De Luca,Donna Langley,John S. Lyons,Eric McLeod,Demi Moore,Mike Myers,Erwin Stoff,Jennifer Todd,Suzanne Todd
Music by George S. Clinton
Cinematography by Ueli Steiger
Film Editing by Debra Neil-Fisher,Jon Poll
Casting By Juel Bestrop,Jeanne McCarthy
Production Design by Rusty Smith
Art Direction by Alec Hammond
Set Decoration by Sara Andrews
Costume Design by Deena Appel
Makeup Department David Abbott,Gary Archer,Steve Artmont,Jeri Baker,Michèle Burke,Fionagh Cush,Kevin Haney,Beth Hathaway,Grady Holder,Will Huff,Renate Leuschner,Lindsay MacGowan,Karen Mason,Kenny Myers,Christopher Allen Nelson,Cheryl Ann Nick,Jennifer Bower O Halloran,Michael Ornelaz,Michael A. Pearce,Brian Penikas,Rob Phillips,Joe Reader,John Rosengrant,Mike Smithson,Dave Snyder,Brian Stiver,Scott Stoddard,Vince Verdi,Mark Viniello,Candy L. Walken,Toni-Ann Walker,Wes Wheadon,Phyllis Williams,Stan Winston,Patty York
Production Management Carla Fry,Holly Hagy,Diana Kaufman,Eric McLeod
Second Unit Director or Assistant Director Carla Bowen,Derek E. Johansen,Mark Anthony Little,Steve Love,Gary Marcus,Donald Murphy,Hal Olofsson
Art Department Kirsten Anderson,James Betts,Adam Braid,David Brennan,Susan A. Burig,Craig Byrom,Cliff Carothers,Marienus Cetani Sr.,Steve Cooper,Bryan Corbett,Rex Covington,Dale DeStefani,Joe Elvington,Stoney Emshwiller,Randall C. Engle,Steve Erangey,Ron Fillion,Steven Fuller,Jerry Gardner,Stephen Garner,Joseph W. Grafmuller,Maya S. Grafmuller,Don Green,Sam Greenmun,Lance Gunnin,Patrick Gunther,Kevin Hahn,Gabriel Hardman,Ted Harms,Carey Harris Jr.,Alan K. Harrison,Denise Hudson,Henry Humphreys,Tom Ivanjack,Jeffrey Jackson,John D. Jefferies Sr.,Carl Keller,Carol Kiefer,Charlotte Laughon,Christopher H. Lawrence,Tim Lehman,Jason Logerot,Jason Mahakian,Mike Malone,Siw Maretics,Dave Margolin,Eugene McCarthy,Douglas R. Miller,Josh Milne,Johnny Morales,Kris Nagle,Thomas J. O Brien,Josh Persoff,James Pyburn,Andrew Reeder,Anthony Samuel Saso,Ron Schroeder,Jerry Schultz,Craig T. Shordon,Jeannine Stevens,Stephen Sturm,David Sues,Catharine Tarver,Sondra Thorpe,Leslie A. Tokunaga,Chris Vail,Douglas Womack,Mark Lambert Bristol,Jimmy Flores,Jon Neill,Phil Roberts
Sound Department Joe Barnett,Thomas Bartke,Javier Bennassar,Dorian Cheah,Benjamin L. Cook,Jed M. Dodge,Matt Dubin,Lisle Engle,Mary Erstad,David Lee Fein,Alan Freedman,Jason George,Robert Getty,Danielle Ghent,David Grant,Javier M. Hernández,Chato Hill,Dean Hovey,Frederick Howard,Scott Jacobs,C.W. Jones,Craig Jurkiewicz,Ossama Khuluki,Patricio A. Libenson,Diane Marshall,Ken McLaughlin,Patrick Orsbun,LaNessa Phearson,Yuri Reese,John Ross,Susan Shin,Anne Slack,Sarah Smith,William Smith,Lucy Sustar,Roland N. Thai,Kelly Vandever,Mathew Waters,David Abrahamsen
Special Effects by Chris Brenczewski,David Fletcher,Morgan Guynes,Robert S. Henderson,Patrick Huggins,Keith Marbory,Alan McFarland,Michael Meinardus,Jose Antonio Paramo,Joe D. Ramsey,Mike Sasgen,Anthony Simonaitis,Elyse Simonaitis,Keith Suzuki,Stiles White,Darin Bouyssou,Andy Schoneberg
Visual Effects by John Allison,Pamela Baczuk,Ryan Blackman,Steve Bowen,Dick Cavdek,Bill Church,John Church,John Coats,Grady Cofer,Patrick J. Don Vito,Mark Dornfeld,Mike Fusco,Johannes Gamble,Anne Grame,Caleb J. Howard,David D. Johnson,Carol Koch,Steve Koch,Allen Manning,Wolfgang Maschin,Brennan Prevatt,Lauren Ritchie,Mark Sawicki,Scott Simmons,Joann Zaletsky,Michael Flynn
Stunts Jennifer Badger,Clay Boss,Joey Box,Jay Caputo,Jennifer Caputo,Bud Davis,Gary Lee Davis,Michael Gaines,Al Goto,Tabby Hanson,Chuck Hart,Michael Haynes,Lisa Hoyle,Terry James,Craig Jensen,Kim Robert Koscki,Hannah Kozak,Cliff McLaughlin,Brad Orrison,Jim Palmer,Chad Parker,Dan Plum,Gary Robert,Lynn Salvatori,Dennis Scott,Rick Seaman,Monica Staggs,Jill Stokesberry,Patricia Tallman,Pat Romano
Camera and Electrical Department Michael Ambrose,Edward Barnes,Guy Norman Bee,George Billinger III,Alexander Yves Brunner,Shane Buttle,Lila Byall,Gary L. Camp,Jacqui Compton,Willie E. Dawkins,Stephen Drinon,James A. Earley,Jimmy Ellis,Tracy Estes,Kevin Fahey,Michael James Fahey,Mark Fellman,Gary Fredrickson,Jim Grce,Edward A. Gutentag,Joseph W. Hirsch III,Patrick Hoeschen,Michael J. Hogan,Bogdan Iofciulescu,Gary Kangrga,Ronald Kline,Cindy Lagerstrom,Rob Lewbel,Anthony T. Marra II,Pete Martinez,Larry McCarron,Bruce McCleery,Michael A. McFadden,Stephen McGehee,William Moffitt,Tim Nash,Max Neal,Brian W. Nordheim,Bill O Drobinak,Georgia Tornai Packard,Heather Page,Tim Pershing,Simone Perusse,Michael Pizzuto,Robert A. Preston,Joe Sanchez,Mike Savage,Ralph Scherer,David Schmalz,Brian Scotti,Sandi Sissel,David W. Slodki,Duncan M. Sobel,Jeffrey P. Soderberg,Monte Swann,R. Gern Trowbridge,James B. Walsh,Hootly Weedn,Chris Weigand,Kimberly Wright,Thomas Yatsko,Robert Daniel
Casting Department Sande Alessi,Kristan Berona,Blythe Cappello,John Srednicki
Costume and Wardrobe Department Sandra Bojin-Sedlik,Clint Bryant,Christine L. Cantella,Lorraine Carson,Tangi Crawford,Deborah Myles Davis,John Hayles,Michele Michel,Ann Miller,Grace Pyke,Nadine M. Reale,Faye Sevilla,Alexis Silver,Michelle Skoby,Madison E. Spencer,Jo Torngren,Tomas Velasco,Natasha Walsh,Clark Acton
Editorial Department Gary Burritt,David S. Clark,Curtis Croeni,Greg Hayden,Jody Levin,Bob McMillian,Stephanie Olah,Peter Pav,Jana Triska,D. Todd Deeken,Mike Sowa
Location Management Brian Bird,Scott Allen Logan,Chris Munday
Music Department Thomas Bartke,Danny Bramson,Paul Broucek,George S. Clinton,Debbi Datz-Pyle,Kevin Dorsey,Chris Douridas,Toby Emmerich,Mike Flicker,Rick Giovinazzo,The Hollywood Studio Symphony,The Hollywood Symphony Orchestra,John Houlihan,Patrick Houlihan,Craig Huxley,Steve Juliani,Suzie Katayama,Mark Kaufman,Tim Lauber,Jeff Lingle,Guy Maeda,John Rodd,Dennis Sager,Dana Sano,Jeff Shannon,Allen Sides,Lori Silfen,Micki Stern,James Stone,Tom Todoroff,John Whynot,Patti Zimmitti,Bob Bowen,Peter Erskine,Eric Rigler
Script and Continuity Department Ronit Ravich-Boss,Annie Welles
Transportation Department Moe Blay,Ronald Blay,Ken Catando,Mary Catando,Gary Compton,Dave Cooper,Scott E. Fao,Troy Flynn,Barbara Halliday,Joshua Hancock,Joseph E. Jones,Javier Miranda,Michael Mulgrew,Aukuso Puluti Jr.,Bill M. Puluti,Simau Puluti,Beau D. Reed Sr.,Ken Sale,Niu Sale,Joey Soriano,Dave West
Additional Crew Diana Adams,Wendy Altman-Cohen,Kevin Beard,Lisa Behlendorf,Richard Bloom,Allan Bragg,Tia Browsh,Raymond Bulinski,Michael Caldwell,Laurie Cartwright,Robert Dawson,Becky Dyroen-Lancer,Jeff Egan,Michael Etheridge,Florentino Fernández,Jodie Fratantuno,Christopher Gilman,Emily Glatter,Bruce Gray,Sam Greenmun,Brandon Hall,Erik Holmberg,Yu Hsu,Jude Jensen,June Kim,Susan B. Kreutz,Rich Lewis,Adam Lieberman,Bob Mack,Kelly Malone,Jill McCullough,Greg McKoy,Adam R. Mehr,George Mihalopoulos,Jennifer Mount,Kristi Mujica,Scott Michael Murray,William Olofsson,Phillip Palousek,Scott Patton,Robert Pellerin,Cynthia Phillips,Kait Pickering,Heather Plott,Marguerite Pomerhn Derricks,Edward Poveda,Paul Prokop,Joshua Ravetch,Suzanne Rosencrans,Amy Russell,John Sanchez,Marco Schnabel,Dawn Secrist,Sunday Stevens,Gregg Taylor,Alison Trowe,Nathan L. Truman,Lee Tucker,Mark H. Weingartner,Tony Whitmore,Alex L. Worman,Zane,Alex Baik,Ronald C. Briggs Jr.,Sean Jordan,Don LaFontaine,Tammy Maples,Stephanie Pecuch,Robert Pellerin,Ben Schoen,Mike Sowa,Gabrielle Wallack
Thanks Elaine Bogin,Rob Cohen,Cheryl Coker,Rodney Grubbs,Blair Hayes,Susanna Hoffs,Jimmy Jatho,Linda Marsh,Paul Myers,Shauna Robertson,Robin Ruzan,Karla Staab
Genres Action, Adventure, Comedy
Companies New Line Cinema, Gratitude, Moving Pictures (I)
Countries USA
Languages English, German
ContentRating PG-13
ImDbRating 6.6
ImDbRatingVotes 233150
MetacriticRating 59
Keywords penis joke,spy,sexy agent,sexual joke,parody