Mike Myers writes, produces and stars in New Line Cinema's Austin Powers: The Spy Who Shagged Me, reprising the comic roles that turned the original film into a cultural phenomenon. He is joined by an all-star cast including Heather Graham (Boogie Nights) as Felicity Shagwell; Rob Lowe (Wayne's World) as Young Number Two; Kristen Johnston ("3rd Rock From the Sun") as Russian spy, Ivana Humpalot; and Gia Carides (Strictly Ballroom) as seductive assassin, Robin Swallows.

Returning with Austin are Elizabeth Hurley as Vanessa Kensington; Robert Wagner as Dr. Evil's Number Two; Michael York as Basil Exposition, the Head of British Intelligence; Seth Green as Scott Evil, Dr. Evil's Generation X son; Mindy Sterling as Frau Fabissina, Dr. Evil's severe henchwoman; and Will Ferrell as Mustafa, the "immortal" assassin. Making cameo appearances in the film are Tim Robbins as the President of the United States, and as themselves, Burt Bacharach & Elvis Costello, Jerry Springer, Willie Nelson, Woody Harrelson, and supermodel Rebecca Romijn-Stamos.

Written by Mike Myers and Michael McCullers ("Saturday Night Live"), the film is directed by Jay Roach (Austin Powers: International Man of Mystery; Mystery, Alaska) and executive produced by Erwin Stoff. John Lyons (Boogie Nights), Mike Myers, Eric McLeod, Jennifer & Suzanne Todd, and Demi Moore serve as producers, and Emma Chasin is associate producer.

It all began in the imagination of Mike Myers, who grew up in Canada raised by parents who hailed from the land of fab gear: Liverpool, England. "I grew up with 'all things English': James Bond as well as Peter Sellers," explains Myers. Later, Myers would meld both influences into a singular unit of suave silliness.

"I loved that era when everything was made sexy, everything was eroticized. You couldn't have a kettle, you had to have a . . . sexy kettle. You couldn't just be a flight attendant, you had to be a sexy stew. Then one day, I think it was 1978, it all just stopped, but not for Austin Powers."

In his first incarnation, Austin Powers entered the '90s with all his '60s accoutrements in tow: groovy lingo, hip-dislocating dances, judo chops and a love of all turn-ons no matter how politically incorrect. But what to do for an encore? Myers decided to put the vehicle into reverse: this time bringing Austin Powers back to the free love '60s, but with his newly acquired '90s sensibilities intact. "You can take the boy out of the '60s, but you can't take the '60s out of the boy," Myers explains. "Having spent so much time in the '90s, it turns out he may have lost a bit of his confidence with the ladies. And that's dangerously close to being square."

Director Jay Roach, who once again brings his distinctive comedic approach to Austin Powers, takes a philosophical look at the latest Powers predicament. "By living in the '90s, Austin has somehow lost touch with what it really means to be Austin Powers," explains Roach. "The physical representation of that is that he's lost his mojo, the mysterious source of his sexual prowess, his romantic soul, his savoir faire, his joie de vivre, his raison d'etre and all those silly French phrases. So he has to go back to the '60s, returning to his lost essence by returning to the era where his spiritual home still lies. What is clear throughout the story is that what Austin is really looking for, whether he's in the '60s or the '90s, is not his mojo but love."

Summing up Austin's appeal, Jay Roach continues: "He is a guy who has managed to maintain tremendous incompetence in the face of having attained legendary super spy status. No matter how much he bungles the mission up, he's still the best man for the job. Who else is there like that? Who else has his style? When you're flipping through the cable channels and you hit all these normal looking '90s films and then all the '60s films and then you hit Austin Powers it's neither. It's something unusual and weird and different but connected to them both."

Austin Powers' arch rival, Dr. Evil, is the perfect match for the international man of mystery: he is as square as Austin is swinging, as greedy as Austin is freedom-loving and as incompetent as, well, as Austin is incompetent. In The Spy Who Shagged Me, Dr. Evil returns with a far more fiendishly ingenious and sublimely ridiculous doomsday scheme than anyone, including Austin Powers, thought possible. Oversized lasers, undersized clones and a mojo-in-a-bottle are just a few of the entirely too ambitious criminal concepts he will use in his plot to take over the planet.

Like Austin Powers, Dr. Evil's origins lie in '60s cinematic lore. According to Mike Myers, Dr. Evil was inspired by such classic diabolical villains as Bond's Blofeld, and by the harebrained henchman in the Matt Helm and Flint series. "What I love is those villains who were very into exotica and would place the hero into some very elaborate yet easily escapable way of killing them," Myers comments. "And of course these villains would never actually check to see if the good guys were killed."

MALEVOLENT MINIONS: THE NEW HENCHMEN

This time around, Dr. Evil has found far greater powers after investing in a small, Seattle-based coffee company known as Starbucks. He also has a whole new bag of tricks, including two new henchmen: Fat Bastard and Mini-Me. Mini-Me is Dr. Evil's high-tech clone-gone-awry: a one eighth-sized replica who nevertheless embodies all his nastiest qualities.

Myers got the idea of a miniature clone from the '90s remake of The Island of Dr. Moreau. "When I saw that little guy on the piano with Marlon Brando I said 'That's it!'," he recalls. "Dr. Evil has to have a one-eighth replica because that is the weirdest thing I've ever seen in my life!"

Casting directors Juel Bestrop and Jeanne McCarthy had the difficult task of finding a miniature-sized Dr. Evil. They auditioned actors from seventeen inches on up to four foot eight. Acting on a tip from a writer friend of theirs, the duo sent for the tape of thirty year old Verne Troyer, a two foot eight inch tall veteran of dozens of films and television shows. In July of 1998, Verne flew to L.A. from his hometown of Big Springs, Texas for a meeting with the casting team. They had found their man.

"Verne Troyer is an amazing actor and an amazing acrobat," says Myers. "I told him 'You have to remember you're one eighth Dr. Evil's size so, therefore, you're that much more evil. You're compressed evil, so basically you go to the part of his heart that is very dark and black'--And he did," says Myers.

"The only love I have is Dr. Evil and anybody else that gets in my way, look out," Troyer laughs. Troyer explains why Mini-Me is so verbally meek. "He was messed up in the cloning process, so sometimes maybe he grunts. He's got a growl, he bites, and maybe you might hear a mumble, but he doesn't have much to say."

"Speech or no speech, Verne does an unbelievable job of mimicking Dr. Evil, at getting in sync with his insidious instincts," praises Jay Roach. "The prosthetics, the makeup and the wardrobe create a pretty amazing comedic illusion, and I'm very excited to see how people react to it."

On the opposite end of the scale from Mini-Me is Fat Bastard, a heinous henchman who Mike Myers describes rather modestly as being "the incorrect height for his weight." Played by Myers, Fat Bastard is the flatulent, Scottish spy in the Ministry of Defense hired by Dr. Evil to steal Austin's mojo.

The latex suit and make-up effects for Fat Bastard were designed by Academy Award-winning special effects master Stan Winston. "The Fat Bastard costume was an elaborate affair," says Myers with a touch of understatement. In fact, it took Myers nearly five hours every day just to get into the claustrophobic contraption. After all, with a waistline measuring over seventy inches, Fat Bastard would weigh close to five hundred pounds. Though the costume weighed only about a tenth of that, it was very hot, and Myers had to have an air cooling machine pump a cool breeze through the suit between takes.

"I'm not going to lie, it wasn't exactly comfortable," admits Myers. "But it was also some of the most fun I had on this movie. It was glorious to just be an angry pig all day. I enjoyed that tremendously."

"On the swinger scale from one to ten she's about a 25," says Mike Myers. "This time Austin Powers might have met his match."

Giving off incendiary sparks as the '60s super-chick is Heather Graham, who earned critical acclaim for her recent roles as Rollergirl in Boogie Nights, and her co-starring role in Two Girls and a Guy. She was brought into the film by producer John Lyons, who worked with her on Boogie Nights.

Heather was encouraged by Myers and Roach to go on her own reconnaissance mission, deep into the history of '60s sexual icons: from Barbarella to Ursula Andress' tantalizing character in Dr. No. "They recommended a bunch of Sixties movies for me to watch," she recalls, "like Dr. No, The Seventh Victim and this Italian spy movie Danger Diabolique. But basically I'm just a swinging chick that is in love with Austin Powers because he's the hottest man to walk the planet and I aspire to be a female version of him."

Summarizes Jay Roach: "There is something about Heather that is very sixties and very, very sexy."

BASIL EXPOSITION:

Returning on the side of right in The Spy Who Shagged Me is veteran British actor Michael York as Basil Exposition, the head of British Intelligence. "I think Basil has a soft spot for Austin even though he's outrageous and insubordinate at times," says York, "and I feel rather the same way about him. In a way they've grown up together; they were there in the Sixties. So there is a 'bond,' to use a loaded word. And I must say that's not hard to play because I find Mike Myers enormously affectionate in this creation. I mean Austin may be lewd and outrageous at times, but he's terribly endearing."

SCOTT EVIL:

Returning on the side of wrong are such characters as Scott Evil, Dr. Evil's pubescent son, played by Seth Green as a model of Generation X angst. "Scott's a very, very confused individual as if you can't tell from his clothing," says Green. "I play him as a kid who is equally torn between hating his father and having a need for a relationship with him. Everything he does is a cry for attention. Plus he's also the voice of reason. He's the guy who says the things nobody usually says to movie fiends, like 'hey, why don't you just shoot him instead of slowly dipping him in a pool of ravenous laser-outfitted sharks?' Nobody else is very understated in this film, so it's fun to play the straight man."

In addition to his relationship with his father, Scott Evil has to contend with the new Mini-Me, who seems to have usurped his role as the rotten apple of his father's eye.

"Verne, Mike and Seth came up with a lot of very funny things for the Dr. Evil/Mini-Me/Scott relationship," remarks John Lyons. "There was just a suggestion that there was going to be a sibling rivalry between Scott and Mini-Me, but Verne and Mike and Seth just took off with it. And I think it's some of the funniest stuff in the film."

FRAU FARBISSINA:

Mindy Sterling, a noted improv actress and performer, also brings new layers of complexity to her portrayal of Dr. Evil's henchwoman and possible heartbreaker, Frau Farbissina. "Frau is Dr. Evil's loyal, sexually ambiguous sidekick," explains Sterling. "It's in my idea of what a German, uptight, professional, workaholic, in-charge woman who makes a mistake like once a year is like. But like every woman, she also has a secret, and this time we see her other side: soft, demure and yes, cuddly."

"Mindy is an outrageously talented actress who is so hilarious it was very hard to keep a straight face during my scenes with her," adds Myers.

NUMBER TWO:

Quintessential leading man Robert Wagner also returns to play Dr. Evil's second in command, the always-a-bridesmaid Number Two. "I don't think Number Two fits into Dr. Evil's world," explains Wagner. "That's one of his problems. All of his ideas get thwarted and they're really pretty good ideas, like turning this small, Seattle based coffee company into Starbucks."

"Robert Wagner is classic, classic, classic," says Jay Roach. "You see that poise and that charisma and that handsome-ness and it just connects both to the '60s and the '90s and that kind of sophisticated, sexy, suave guy everybody wants to be."

YOUNG NUMBER TWO:

One person who wants to be just like Number Two is his younger self, Young Number Two, played in a surprising turn by Rob Lowe, who pays homage to Wagner with a dead-on imitation. "Rob does the best Robert Wagner impression of anybody I've ever met," explains Myers. Adds Roach: "He has adapted everything about Wagner: his confidence, his charisma, even his hair. He pays tribute to R.J. and to the whole style of dashing, jet-set, classic gentleman spies. It's magical."

Lowe, who has known Myers since appearing with him on a sketch of "Sprockets" on "Saturday Night Live" ten years earlier, was out on a golf course with Myers when the subject of Robert Wagner came up. "I said that I'd known RJ since I was young, when I first came out to Hollywood," recalls Lowe. "And I did this sort of impersonation of him and Mike just died. He thought it was so hilarious, he couldn't believe it."

VANESSA KENSINGTON:

Supermodel Elizabeth Hurley plays Austin Powers' '90s wife Vanessa Kensington - who turns out to be too good to be true. "With Elizabeth Hurley, we tried to take advantage of all the charm, incredible beauty and just adorable-ness that she displayed in the first film to set us up, to believe that she and Austin are going to live happily ever after in marital bliss right off the top," explains Jay Roach. But instead, Vanessa foists upon Austin the ultimate betrayal, at the same time freeing him from the bonds of marriage.

ROBIN SWALLOWS:

Also among the bevy of beauties in The Spy Who Shagged Me is Australian beauty Gia Carides as Robin Swallows. "Robin works for Dr. Evil and it's her mission to seduce Austin Powers and kill him," explains Carides. "That's what she sets out to do, but it's not exactly what happens. Let's just say it backfires somewhat."

ASSORTED PROVOCATEURS:

Making cameos in this installment of Austin Powers are a bevy of '90s personas, ranging from Elvis Costello to Jerry Springer. Costello reteams with Burt Bacharach not only to record their uniquely fused '60s-and-'90s sound for The Spy Who Shagged Me but to appear briefly in the film, providing love inspiration to Austin and Felicity.

"It's a little odd for me to be popping up in the '60s," says Costello, "but it might all be part of some evil plan." For Elvis Costello the film was a chance to "give a little wink to the audience" as well as to wear what he calls "special love god sideburns." "I thought the first Austin Powers was a gas," adds Costello. "I just loved the way it looked and the humor. Mike Myers has really got English humor down but he does it in a way that everybody around the world can appreciate."

Also receiving an unexpected invitation was consummate '90s talk-show host Jerry Springer. Springer was won over by Myers, who convinced him to perform in a mock show entitled "My Father is Evil and Wants To Take Over The World," featuring Scott Evil. "He's the kind of guy who doesn't even have to say anything and you start laughing. Just the way he moves, the nuances, his body language, everything about him is funny," says Springer.

THE SOUNDTRACK: SONGS FOR SWINGIN' SUPERAGENTS

As with Austin Powers: International Man of Mystery, great emphasis has been placed on assembling the gearest collection of artists and songs for The Spy Who Shagged Me, and the results are frankly far-out. The soundtrack, which will be available on Maverick Records, features Madonna doing an original song, "Beautiful Stranger," and Lenny Kravitz doing an incendiary cover of The Guess Who's classic "American Woman," as well as Melanie G. (a.k.a. Scary Spice) doing her take on Cameo's "Word Up," and R.E.M. covering Tommy James' "Draggin' The Line." Also on the soundtrack is a previously-unreleased BBC performance of "My Generation" by The Who, a Green Day instrumental called "Espionage," Marvin Gaye doing "Let's Get It On," Burt Bacharach and Elvis Costello dueting on the former's "I'll Never Fall in Love Again," and a very special Dr. Evil rendition of "Just The Two of Us."

To understand Austin Powers one must understand the world from which he comes: mod London, a giddy, groovy state of mind that is psychedelic, super-sexed and innocently sweet.

Now Austin has a chance to return to those times in The Spy Who Shagged Me. To create an original vision of a late-'60s London crawling with hip cats and luscious liberated ladies, the filmmakers went to new lengths. Notes John Lyons: "This movie is bigger and bolder in every way than the first: sets, visuals, clothes and plot are taken beyond the first film."

Lyons continues: "Mike and Jay and Michael McCullers have such a clear view of who Austin is and how he exists in the world this time that they were really able to translate that into a strong style that is consistent through every technical aspect of the film. We were also able to assemble a really talented team of designers and a great D.P. who were capable of expanding their ideas far beyond the first film."

Ever the fashion plate, Austin gets to go even more all out as he reenters the '60s with a fab new wardrobe that expresses his personal couture philosophy: if it looks groovy, wear it man! Costume designer Deena Appel received critical acclaim for her hyper-chromatic '60s designs on the first Austin Powers. For the second installment, she had the challenge of "keeping it fun, bright, vibrant, graphic and original, but increasing the scope." That's why Austin returns in his classic velvet suit, but moves on to new looks from there. Appel explains: "Since this one actually takes place in 1969, we had to do even more research from fashion magazines and books, and from watching the films and television shows of the period. Mike [Myers] was extremely open to taking Austin further in his costumes, exploring all kinds of fun, adventurous and risky choices."

Appel also strove for more unabashedly sexier looks in The Spy Who Shagged Me, using lots of hot pants, crocheted dresses, suede fringe and leather boots for the '60s women who surround Austin. "It was a time of experimentation, of being very free and open, so we took that to its ultimate expression.

While she was going crazy with color in Austin's world, Appel was also challenged by the monochromatic fashions of Dr. Evil and associates. "For Dr. Evil, we keep a really narrow palette of black and white and silver. It's very 'Sleeper' inspired, expressing some of the goofiness of the '60s, riding that fine line between cool and geeky."

Costumes and choreography are just a few of the elements that add up to Austin Powers' unique visual existence in a world several Day Glo hues brighter than our own. One of the most important visuals in The Spy Who Shagged Me is Austin's old '60s "pad," which is screaming with primary colors. Explains Mike Myers: "It's very 'Movie for a Sunday Afternoon.' It has Tonka yellows, Howard Johnson oranges and Coca Cola reds. Rusty Smith, our production designer, did an incredible job."

Says Rusty Smith: "When Austin goes back in time, he emerges into this sparkling, colorful, brilliant world that is his pad. We really turn up the volume in these scenes to heighten the contrasts with the '90s. We wanted Austin's world to literally pulsate with color."

In addition to revitalizing Austin's pad, Smith had the challenge of recreating the entire Carnaby Street scene, circa 1969. Smith turned the New York Street backlot at Universal Studios into London's hippest boulevard. Utilizing research footage and photography, Smith and his team even brought back to life the exteriors of such famous Carnaby Street stores such as 'I Was Lord Kitchener's Valet' and 'Grapes.' It is also here where Austin Powers lives, in the Carnaby Arms apartment building located in the center of the action.

While Austin spends his time lounging in a velvety, lacy, mod "pad," Dr. Evil makes his home at various lairs. Notes Rusty Smith: "All the nemeses of spies beginning with James Bond have to have at least three lairs: small, medium and large. Those are the rules!"

Among Dr. Evil's lairs are the Starbucks headquarters located atop the Seattle Space Needle; the Volcano Lair; and his Moonbase, home to the world-destroying laser beam known as The Alan Parsons Project. All were created on soundstages at Warner Hollywood Studios. According to Rusty Smith, Dr. Evil's moonbase set was fashioned after the geodesic dome in the James Bond film You Only Live Twice. "There's a lot of You Only Live Twice in this movie," he explains. "Also Casino Royale, Moonraker, and the laser owes a big debt to Goldfinger."

Of all three lairs, Smith says: "The concept is that Dr. Evil exists in a sci-fi world, but sci-fi of the 1950s. He really, really wants to be on the cutting edge of technology but it never works for him properly."

It must be noted that British Intelligence now has within its arsenal of truly groovy weapons a vehicle that not only has the spirit of the '60s but can actually transport an agent back in time. Neither a Bob's Big Boy Rocket nor a DeLorean, Austin's time travel machine, carefully developed by British Intelligence, is a colorful convertible 1998 Volkswagen Beetle with the license plate SWINGER2.

In addition to being the consummate '60s symbol transferred to the '90s, the Volkswagen also strikes Mike Myers as being prime for a government conspiracy. "Did you notice how suddenly they were everywhere?" He asks. "One day there were no new Beetles and the next day there were a gazillion. I think it was the same night that they turned Peking into Beijing. Nobody called me on that.

Adds Jay Roach: "The new Volkswagen really is a time machine - inside you're supposed to feel '60s while it is clearly a '90s car. It was the perfect channel to transport Austin from '90s culture to '60s culture."

The VW Time Machine works on esoteric scientific principles. Explains Roach: "You get in the car, type in the date you want, drive really fast and suddenly you hit a bit of critical physics and bang, you show up in a party driving the exact same car thirty years ago. " Then of course there are the strange rules of time travel. Roach carefully delineates them: "For example, if your teeth have been fixed in the '90s, but you travel back in time to the '60s, you are magically transformed back to the poor, blackened chompers you had when you started the '60s."

Summarizes Jay Roach: "In a way, the whole movie is a strange time machine experience. The audience is transported back to the '60s through music, through the look, through a VW Beetle and mostly through Austin's spirit."

Other slightly more mundane vehicles, especially vintage '60s automobiles, play a major part in the world of Austin Powers. In The Spy Who Shagged Me, Austin once again tools around in his trademark "Shaguar," a 1967 Jaguar XKE with the British flag design. Felicity Shagwell's car is a 1965 Corvette Stingray convertible adorned with the American red, white and blue, stars and stripes, and with the license plate "CIA 1."

But as ever with Austin Powers, it's not what he drives but where he's going - down lanes of sheer outrageous, swinging good times -- that makes him so endlessly fascinating. Summarizes Mike Myers: "Austin Powers is a very, very happy lover of life and the ladies, who in his spare time likes to make sure that the world is safe from evil. What else can you say?"